Atty. Bryan Villarosa

Dividends

These are surplus corporate profits (coming from unrestricted retained earnings) which are [SDD] set apart, declared, and ordered to be distributed to stockholders. Profits are not dividends. As long as a profit

RCCP Sec. 35 vs. Sec. 41 Corporate Investment

Section 35 Section 41 What may be exercised General and implied powers Investment only, not under implied power Investment of funds For primary purpose (an implied power under 35[k]) In another corporation,

Treasury Shares

Treasury shares are those previously issued by the company and fully paid by subscribers but are subsequently reacquired by the issuing corporation through PDFRL (purchase, donation, forfeiture, redemption, or lawful means) Nature

Stocks vs. Bonds

Stocks Bonds Nature A unit of ownership of the company A loan to the company Profits over time Intended to appreciate in value through time (not guaranteed) Pays fixed interest over time

Bad Faith

It is factual and evidentiary. It does not mean bad judgment or negligence because it imports a dishonest purpose or some moral obliquity and conscious wrongdoing. It means breach of a known

Gross Negligence

From the Court’s standpoint, the defendant’s casual manner, insouciance and nonchalance, nay, indifference, to the predicament of the distressed corporation glaringly exhibited a lackadaisical attitude from a top office of a corporation,

Matling Industrial vs. Coros

Facts Ricardo Coros was VP for Finance and Admin of Matling Corp and was dismissed by the latter. In Aug 2000, Coros filed a complaint for illegal suspension and illegal dismissal against

Marc II Marketing vs. Alfredo Joson

Facts Lucila is the President of Marc Marketing. She engages the services of Alfredo where the latter received compensation. When Marc Marketing is being winded up, she designated Alfredo as her General

Doctrine of Apparent Authority

The Doctrine of Apparent Authority is applied when a corporation knowingly permits one of its officers or agent to act within the scope of apparent authority. This doctrine is present when the