Nov9 Corpo notes

Get 4 documents from…GMA 7
*articles of incorporation
…
…
…

Grading system
Recitation on daily basis - 20%
Midterms - 30%
Finals - 50%

-Refrain from putting hands on pocket (ala FPJ)
-Use microphone in front of class as most of the students allegedly are soft spoken

Who determines the rights and powers of a corporation? The INCORPORATORS
What governs? Law
-is the governing law of the corporation (I think this refers to the articles of incorporation and by-laws) pre-determined? No, may be amended?
e.g. SM
When it was organized, it was just a shoe store at Avenida. Now it is into banks, real estate and malls
Artificial vs. Juridical persons
Franchise: 60-40 for telecommunicatins
Broadcasting: should be 100% owned by Filipinos (check the Consti)

Regulation of Corporations
-yes
-impediment

Artificial being
-inception commences upon
Franchise issued by legis
Certificate of incorporation (or registration?) issued by SEC

Succession rights
-separate legal personality from stockholders and incorporators
…identity

own properties, assets
-where came from? Investments of stockholders
…are these stockholders parting from their property? YES
…but won't the stockholders and management of corporation affect the corporation? Yes, on perception of investors

HIERARCHY
Stockholders - vote for Board Members (so dependent on actions of stockholders?)
…stockholders vote who they want
*individual stockholders' interest reflected on corporation's acts
Whose money? Shareholders?
-would BoD assume obligation to those who put in money? YES?
Goal: to profit
-original: same amount of capital, same shares …
Obligations? Yes
Passive?

Who would be liable to stockholders? Corp? Stockholders…
Are all problems addressed in the code? No?
Can corporation commit suicide? Yes daw, through its agents
But is there agency in corporation? No…there's EER

Incidental to existence???
What would be incidental to the existence of
e.g. a telecommunications company? They would sponsor an event

Existence: attribute to stockholders + incorporators
Inception: registration w/ SEC
Prior to that, it's just incorporators talking to themselves
-but obligation formed already…
Contribute property to future entity
For whose benefit? Incorporators or corporators? Corporation, whose existence is separate and distinct from the incorporators
-funds earmarked for an artificial being

Corporation - just a vehicle to obtain objective
-but this objective may already be obtained individually
e.g. Anton wants to buy a car
Ajang wants to buy a car too
-so para makatipid sila, they would each contribute funds then share the car 50-50

BUT
---who would maintain the car
…who would be liable if the car gets involved in a vehicle mishap
..sa Corporation, pull all capital/resources/properties
-but once existing, contributors can't pinpoint what is theirs, who owns which. Corporatin owns the whole thing

Contributions: proportional to the profits and costs?
Is a corporate entity the most profitable choice? Not really

Municipal corporation
e.g. LGU
Who contributed the funds, existence…
Existence: legislative act
Who contributes for subsistence: IRA + tax payments
-principles the same, just different goals

Hmmmm Private Municipal corp
Goal Profit Public good
Dissolution Will of the corporation + state Law

SEC = regulation
-is this only governmental authority regulating corporations? No
NTC - broadcasting
BIR- collect taxes
Municipal corporations -

How can PLDT maintain a basketball team? Incidental to their expenses

Shareholders - corporations: relationship?
Investor-investee….

Why are companies in the same field not merge?
Can a corporation procreate?....