1. E Corporation is the registered owner of a parcel of land.

F Corporation was able to obtain

possession of the parcel of land. Later, a case was filed by E Corporation against F Corporation
ordering the latter to turn over the parcel of land to E Corporation. Before the enforcement of
the writ of possession, F Corporation acquired the substantial and controlling shares of stocks of
E Corporation. F Corporation refused to turn over the parcel of land claiming that its acquisition
of the controlling shares is a supervening event that justifies the non-enforcement of the writ of
possession. Is the position of F Corporation tenable?
Answer: No. The position is not tenable. The acquisition by F Corporation of the
controlling shares in E Corporation does not create a substantial change in the rights or
relations of the parties that would entitle F Corporation to possession of the property of
E Corporation. The rights, including the right of possession, over the properties of E
Corporation belong to the latter. F Corporation as shareholder is not entitled to
possession of the property because its right is only inchoate. (SILVERIO, JR. v. FILIPINO
BUSINESS CONSULTANTS, INC., G.R. No. 143312, August 12, 2005, 466 SCRA 584)

2. What is the nationality of a corporation organized and incorporated under the laws of a foreign
country but owned 100% by Filipinos?
Answer: The Corporation is a Philippine National under Section 3 of RA No. 7042 for
purposes of applying our investment laws provided that at least 60% of the directors are
Filipinos. In addition, applying the control test of corporate nationality, a corporation
organized and incorporated under foreign laws but entirely owned by Filipinos is a
Philippine national. Note, however, that the corporation is not a domestic corporation
under the Incorporation Test embodied in the Corporation Code because the
corporation is organized in another country.

3. Tantalus Corporation, of which 97 per cent of the issued outstanding shares of stock were
owned by Roger Mano, had financial obligations to its employees by way of unpaid wages and
allowances. Tantalus Corporation was dissolved by shortening its corporate life and all its assets
turned over to Suceso Corporation, of which 95 per cent of the subscribed shares were held by
Roger Mano and his wife. Then, Tantalus Corporation proceed against the Suceso Corporation to
recoer their unpaid claims? Discuss.
Answer: Yes. The employees of Tantalus may proceed against Suceso who may be held
liable under the doctrine of piercing the veil of corporate fiction. It appears that Suceso
is a mere continuation of Tantalus. The given circumstances indicate that SUceso is
being used only as a protective shield of a corporate to evade the financial obligation of
its predecessor-corporations to its employees. While generally transfer of the assets of
the corporation will not make the transferee liable, other circumstances in the present
case justify the piercing of the corporate veil. (CLAPAROLS vs CIR, 65 SCRA 613.)