Business Organization (80 pts)

1. In a stockholders meeting, Pinky dissented from the corporate act converting preferred voting
shares to non-voting shares. Thereafter, Pinky submitted her certificates of stock for notation
that her shares are dissenting. The next day, Pinky transferred her shares are dissenting. The
next day, Pinky transferred her shares to Tama to whom new certificates were issued. Now,
Tama demands from the corporation the payment of the value of his shares. Can Tama exercise
the right of appraisal? Explain

2. In 2018, ABC Corporation passed a board resolution removing Vice Pretty from his
position as manager of said corporation. The by‐laws of ABC corporation provide that the
officers are the president, vice‐president, treasurer and secretary. Upon complaint filed
with the SEC, it held that a manager could be removed by mere resolution of the board of
directors. On motion for reconsideration, Vice Pretty alleged that he could only be removed
by the affirmative vote of the stockholders representing 2/3 of the outstanding capital
stock. Is Vice Pretty 's contention correct. Why?

3. ABC Co owns a beach resort with several cottages. Kaye, the President of ABC Co, occupied
one of the cottages for residential purposes. After Jaime’s term expired, ABC Co wanted to
recover possession of the cottage. Kaye refused to surrender the cottage, contending that as
a stockholder and former President, she has a right to possess and enjoy the properties of
the corporation.Is Kaye’s contention correct? Explain.

4. In a complaint filed against XYZ Corporation, Green Trading Corporation alleged that its
President & General Manager, who is also a stockholder, suffered mental anguish, fright,
social humiliation and serious anxiety as a result of the tortuous acts of XYZ Corporation.

In its counterclaim, XYZ Co claimed to have suffered moral damages due to besmirched
reputation or goodwill as a result of Green Trading Co’s complaint.
a. May Green Trading Co recover damages based on the allegations of the complaint?
Explain
b. May XYZ Co recover moral damages? Explain

.,,
No A corporation being an artificial person which has no feelings
,
emotions or senses and which cannot experience physical suffering or mental
,.
anguish is not entitled to moral damages
2. .
Yes When a juridical person has a good reputa
,
tion that is debased
,.,
resulting in social humiliation moral damages may be awarded Moreover goodwill
.
can be considered an asset of the corporation

5. A Korean national joined ABC corporation which is engaged in the furniture manufacturing
business. He was elected to the Board of Directors. To complement its furniture manufacturing
 business, the corporation also engaged in the logging business. With the additional logging
activity, can the Korean national still be a member of the Board of Directors? Explain.
Yes, just as long as sixty percent (60%) of the Board of Directors are Filipinos. Corporations that are sixty percent (60%)owned by
Filipinos can engage in the business of exploration,development and utilization of natural resources. (Art. XII, Sec. 2,1987
Constitution) The election of aliens as members of the Board Of Directors engaging in partially-nationalized activities is
allowed inproportion to their allowable participation or share in the capital of such entities. (Sec. 2-A, Anti-Dummy Law) Nothing in
the facts showsthat more than forty percent (40%) of the Board of Directors areforeigners

6. Jan owns 90% of the shares of the capital stock of ABC Co. On one occasion, ABC represented
by Jan as President and General Manager executed a contract to sell a subdivision lot in favor
of Tommy. For failure of ABC to develop the subdivision, Tommy filed an action for rescission
and damages against ABC and Jan.
a. Is Jan liable for the action filed by Tommy? Explain.
b. Is ABC Corp liable for the action filed by Tommy? Explain