Professional Documents
Culture Documents
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
then
the
stockholders
can
choose
to
just
fill
some
of
the
seats
• Cumulative
voting
is
reckoned
to
be
equitable
since
it
allows
and
not
all.
stockholders
the
opportunity
for
representation
on
the
board
of
1. Cumulative
Voting1
directors
in
proportion
to
their
holdings.
Such
minority
• Cumulative
Voting
v.
Straight
Voting
representation
is
believed
not
to
interfere
with
the
principle
of
o Cumulative
voting
à
is
a
voting
procedure
wherein
a
majority
rule
since
the
number
of
directors
elected
by
each
stockholder
is
allowed
to
concentrate
his
votes
and
give
group
will
vary
with
its
proportion
of
ownership.
one
candidate
as
many
votes
as
the
number
of
directors
o On
the
other
hand,
the
system
of
cumulative
voting
has
to
be
elected
multiplied
by
the
number
of
his
shares
been
criticized
by
other
sectors
because
in
tends
to
shall
equal.
partisan
representation
in
the
board,
which
is
o Straight
voting
à
allows
a
simple
majority
of
the
inconsistent
with
the
notion
that
a
director
properly
shareholders
to
elect
the
entire
board
of
directors
represents
all
interest
groups
in
the
corporate
setting.
leaving
the
minority
shareholders
unrepresented.
Under
2. Report
on
Election
of
Directors,
Trustees
and
Officers
straight
voting,
each
shareholder
simply
votes
the
number
of
shares
he
owns
for
each
director
nominated.
Section
26.
Report
of
election
of
directors,
trustees
and
officers.
• Section
24
of
the
Corporation
Code
expressly
provides
for
Within
thirty
(30)
days
after
the
election
of
the
directors,
trustees
and
cumulative
voting
in
the
election
of
the
directors
of
stock
officers
of
the
corporation,
the
secretary,
or
any
other
officer
of
the
corporations.
The
provisions
for
cumulative
voting
are
corporation,
shall
submit
to
the
Securities
and
Exchange
Commission,
mandatory.
the
names,
nationalities
and
residences
of
the
directors,
trustees,
and
• The
policy
of
cumulative
voting
is
to
allow
minority
stockholders
officers
elected.
Should
a
director,
trustee
or
officer
die,
resign
or
in
the
capacity
to
be
able
to
elect
representatives
to
the
board
of
any
manner
cease
to
hold
office,
his
heirs
in
case
of
his
death,
the
directors.2
secretary,
or
any
other
officer
of
the
corporation,
or
the
director,
o No
exception
is
provided
for
in
Section
24
so
that
the
trustee
or
officer
himself,
shall
immediately
report
such
fact
to
the
articles
may
not
provide
for
restriction
or
suppression
of
Securities
and
Exchange
Commission.
the
principle
of
cumulative
voting
in
stock
corporations.
• The
provisions
of
Section
26
of
the
Corporation
Code
are
deemed
to
be
mandatory
and
jurisdictional.
And
the
1
Villanueva,
C.
L.,
&
Villanueva-‐Tiansay,
T.
S.
(2013).
Philippine
Corporate
Law.
determination
of
who
are
the
legal
directors
and
officers
of
the
(2013
ed.).
Manila,
Philippines:
Rex
Book
Store.
2
Glazer,
Glazer,
&
Grofman,
Cumulative
Voting
In
Corporate
Elections:
Introducing
Strategy
into
the
Equation,
35
S.
CAROLINA
L.
REV.
295
(1934).
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
corporation
is
conditioned
upon
the
reports
submitted
to
the
Reyna
Law
office
is
the
lawyer
of
Belen
and
Nograles
and
not
of
SEC
pursuant
to
said
section.1
Premium
and
that
the
Articles
of
Incorporation
of
Premium
shows
that
• Since
under
Section
26
of
the
Corporation
Code
all
corporations
Belen,
Nograles
and
Reyes
are
not
majority
stockholders.
are
mandated
to
submit
a
formal
report
to
the
SEC
on
the
changes
in
their
directors
and
officers,
then
only
those
directors
Issue:
Whether
or
not
the
filing
of
the
case
for
damages
against
private
and
officers
appearing
in
such
report
(General
Information
respondent
bank
(International
Corporate
Bank)
was
authorized
by
a
Sheet)
to
the
SEC
are
deemed
legally
constituted
to
bind
the
duly
constituted
Board
of
Directors
of
the
petitioner
corporation
corporation,
especially
in
the
bringing
of
suits
in
behalf
of
the
corporation.
Premium
Marble
Resources
v.
Court
of
Appeals,
Held:
NO.
The
Minutes
of
the
Meeting
of
the
Board
on
April
1,
1982
264
SCRA
11
(1996).
states
that
the
newly
elected
officers
for
the
year
1982
were
Oscar
Gan,
Mario
Zavalla,
Aderito
Yujuico
and
Rodolfo
Millare,
petitioner
however,
Premium
Marble
Resources
v.
Court
of
Appeals
failed
to
show
proof
that
this
election
was
reported
to
the
SEC.
In
fact,
the
last
entry
in
their
General
Information
Sheet
with
the
SEC,
as
of
Facts:
The
case
began
when
Premium
Marble
Resources
Inc.,
assisted
by
1986
appears
to
be
the
set
of
officers
elected
in
March
1981.
The
claim,
Atty.
Arnulfo
Dumadag
as
counsel,
filed
an
action
for
damages
against
therefore,
of
petitioners
as
represented
by
Atty.
Dumadag,
that
Zaballa,
International
Corporate
Bank.
Later,
the
same
corporation,
i.e.,
et
al.,
are
the
incumbent
officers
of
Premium
has
not
been
fully
Premium,
but
this
time
represented
by
Siguion
Reyna,
Montecillio
and
substantiated.
Hence,
the
court
agrees
with
the
finding
of
the
Court
of
Ongsiako
Law
Office
as
counsel,
filed
a
motion
to
dismiss
the
action
of
Appeals,
that
in
the
absence
of
any
board
resolution
from
its
board
of
petitioners
on
the
ground
that
the
filing
of
the
case
was
without
directors
the
[sic]
authority
to
act
for
and
in
behalf
of
the
corporation,
authority
from
its
duly
constituted
board
of
directors
as
shown
by
the
the
present
action
must
necessarily
fail.
The
power
of
the
corporation
to
excerpt
of
the
minutes
of
the
Premium’s
board
of
directors’
meeting.
In
sue
and
be
sued
in
any
court
is
lodged
with
the
board
of
directors
that
its
opposition
to
the
motion
to
dismiss,
Premium
thru
Atty.
Dumadag
exercises
its
corporate
powers.
contended
that
the
persons
who
signed
the
board
resolution
namely
Belen,
Jr.,
Nograles
&
Reyes,
are
not
directors
of
the
corporation
and
Doctrine:
By
the
express
mandate
of
the
Corporation
Code
(Section
26),
were
allegedly
former
officers
and
stockholders
of
Premium
who
were
all
corporations
duly
organized
pursuant
thereto
are
required
to
submit
dismissed
for
various
irregularities
and
fraudulent
acts;
that
Siguion
within
the
period
therein
stated
(30
days)
to
the
Securities
and
Exchange
Commission
the
names,
nationalities
and
residences
of
the
directors,
trustees
and
officer
selected.
1
Villanueva,
C.
L.,
&
Villanueva-‐Tiansay,
T.
S.
(2013).
Philippine
Corporate
Law.
(2013
ed.).
Manila,
Philippines:
Rex
Book
Store.
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)