In order to distinguish a voting trust agreement from proxies, it must pass three criteria or tests, namely: (1) that the voting rights of the stock are separated from the other attributes of ownership; (2) that the voting rights granted are intended to be irrevocable for a definite period of time; and (3) that the principal purpose of the grant of voting rights is to acquire voting control of the corporation.
The cram down effect provides that the court may approve a rehabilitation plan over the opposition of creditors, holding a majority of the total liabilities of the debtor if, in its judgment, the rehabilitation of the debtor is feasible and the opposition of the creditors is manifestly unreasonable.
When a stock certificate is endorsed in blank by the owner thereof, it constitutes what is termed as “street certificate”, so that upon its face, the holder is entitled to demand its transfer into his name from the issuing corporation.
In Philippine jurisprudence, a certificate of stock is not a negotiable instrument. “Although it is sometime regarded as quasi-negotiable, in the sense that it may be transferred by endorsement, coupled with delivery, it is well-settled that it is non-negotiable, because the holder thereof takes it without prejudice to such rights or defenses as the registered owners or transferor’s creditor may have under the law, except insofar as such rights or defenses are subject to the limitations imposed by the principles governing estoppel.
Tender Offer means a publicly announced intention by a person acting alone or in concert with other persons to acquire equity securities of a public company. (Rule 19.1 (g), Implementing Rules and Regulations of the Securities Regulations Code)
As a rule, all stockholders have the right to inspect the corporate books and records, and in so doing has not required any specific amount of interest for the exercise of the right to inspect.
A condominium is an interest in real property consisting of separate interest in a unit in a residential, industrial or commercial building and an undivided interest in common, directly or indirectly, in the land on which it is located and in other common areas of the building.
Under Pre-emptive right grants the stockholders the option to subscribe to all new issues or disposition of shares of any class, in proportion to their shareholdings whereas right of first refusal grants the option to purchase the issued and outstanding shares of the transferring stockholder with such reasonable terms, conditions or period stated.
Section 72 of the Revised Corporation Code (RCC) provides for the procedure that a corporation must follow in issuing new certificates of stock in lieu of those which have been lost, stolen or destroyed.
An independent director is a person who apart from shareholdings and fees received from any business or other relationship which could, or could reasonable be received to materially interfere with the exercise of independent judgment in carrying out the responsibilities as a director.
