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We never met but ang daming naresolve: basis to SEC for dissoulton
Meeting in person required under SEC for dissolution. Or skype, video conferencing.
Violation (paper minutes)
Almost 99% use paper minutes. Some cases of SC are acceptable. Even in quo
warranto proceedings, Courts are strict. Not revoke the franchise based on flimsy
grounds such as issuance of paper minutes. Used to harass family members. Almost
all corporations even the big ones are governed by family members. Meetings are
attended by family members. Although its family-listed its still a family corporation.
Thats why its a danger that these grounds for revocation can be used to further
personal matters. When you become lawyers I ask that you dont use it. You use a
corp as a medium of doing business. Most corp affairs arise from family matters.
Rights of minority stockholders to dissolve the corp. The right is common law right
which is given to minority. At first there wasnt much favor to this right but later on
SC held various jurisprudence supporting such; especially when there are deadlocks
or when they cannot ask help from majority stockholders or the Board.
Notes form:
Dissolution
-requirement under the Corp Code to meet in person for dissolution.
(alternatives: Skype, video conferencing)
-meeting by e-mail and paper minutes not allowed
TVT says: However in reality, 99% use paper minutes. SC has allowed such cases.
Quo warranto proceedings: Courts are strict. No revocation based on flimsy
grounds (issuance of paper minutes)
-However it is used to harass family members. Family members are usually
the ones attending meetings. Even though they are publicly-listed, they are still
considered family corporations.
-Should not be used to further personal matters. However the reality is that
most corporate affairs rise from family matters
Rights of minority stockholders
-Common law right given to the minority
-History is that it wasnt favored before but several jurisprudence has
supported such right for the minority stockholders.
-Can be used especially for deadlocks and situations where aid cannot be
given by majority SH and the Board itself

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