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HOUSEKEEPING
1.
Corporate Practice Course Mergers & Acquisition Course Corporate Rehabilitation and Insolvency
2.
JOINT CLASSES :
of Lessons
CORPORATE LAW
CLV LECTURES
HOUSEKEEPING
3. BASES OF FINAL GRADE:
40% Recitation (about 150 cases) 20% Mid-Term Exams Grade 40% Final Exams Grade
60%
70%
When absent Medical Certificates required; cannot exceed two (2) instances in the semester
For Pass
CORPORATE LAW
CLV LECTURES
HOUSEKEEPING
5.
COURSE OUTLINE:
a. Need to keep up-to-date because of many cases assigned b. Basis of Class Discussions and Exams
6. CONDUCT OF
CLASSES:
7.
NO PRESCRIBED TEXTBOOK
CLV LECTURES
CORPORATE LAW
INTRODUCTION
1.
TO
CORPORATE LAW
HOW
2.
Economic Growth/Financial Crisis Globalization Corporate Governance Reforms E-commerce and What Lies Ahead
3.
USED
TO BE: CORPORATE LAW WAS TAUGHT AHEAD OF PARTNERSHIP AND TAUGHT IN THE SAME SEMESTER AS AGENCY.
CLV LECTURES
CORPORATE LAW
Essentially a contractual relationship Representative and Fiduciary in nature Essentially Revocable in nature
Preparatory to achieve a main contract or objective Agent not liable when acting within the scope of his authority
CLV LECTURES
CORPORATE LAW
4.2.
PARTNERSHIP
<http://deanclv.wordpress.com/dean-clv-on-partnership-law>
<http://deanclv.wordpress.com/dean-clv-on-joint-ventures/>
Essentially contractual in nature When elements of (a) contribution to a common fund for purpose of venture and (b) intent to divide profits among themselves
Partnership is formed With a Juridical Personality separate and distinct from the partners
Mutual Agency among the partners Principle of Delectus Personarae Partners liable for Partnership debts even to properties not invested into the partnership venture (Doctrine of Unlimited Liability)
CLV LECTURES
CORPORATE LAW
5.2.
CORPORATE LAW
CORPORATE LAW
CLV LECTURES
ATTRIBUTES OF CORPORATION
JURIDICAL PERSON CREATURE OF THE LAW
- A corporation is an artificial being -
- Has only such powers, attributes and properties expressly authorized by law or incident to its existence
CLV LECTURES
LIMITED POWERS
Views the relationships between and among the members of corporate family
CORPORATE LAW
CLV LECTURES
CORPORATE LAW
CLV LECTURES
Governed by Corporate Law, Law on Agency and Trust; and in some case by Labor Law principles
CORPORATE LAW
CLV LECTURES
Governed by Labor Law, but in limited cases by the Business Judgment Rule of Corporate Law
CORPORATE LAW
ASSETS-ONLY LEVEL
II. BUSINESS
ENTERPRISE LEVEL
CORPORATE LAW
CLV LECTURES
AND ITS
(b)
CORPORATE LAW
CLV LECTURES
3.
STRONG JURIDICAL PERSONALITY LIMITED LIABILITY CENTRALIZED MANAGEMENT FREE-TRANSFERABILITY OF UNITS OF OWNERSHIP (SHARES OF STOCK)
CLV LECTURES
CORPORATE LAW
CORPORATE LAW
CLV LECTURES
7.
CORPORATE LAW
CLV LECTURES
It is worthy to mention that decisions of our courts have frequently enunciated the principle that the intent of the Legislature will govern. Thus, the Corporation Code should be given a judicious, not stern and discordant interpretation, which will promote and uplift the development of trade relations and which will encourage friendly commercial intercourse among corporations provided that its primordial end (protection of public interest) is served.
SEC Opinion No. 04-36, 15 June 2004
CORPORATE LAW
CLV LECTURES