SAN BEDA UNIVERSITY

College of Law
COURSE SYLLABUS

COURSE CODE: CORPO

COURSE TITLE: BUSINESS ORGANIZATIONS II
COURSE CREDIT: FOUR (4) UNITS
COURSE PREREQUISITE/S:
FACULTY:
EMAIL ADDRESS:
TERM/ACADEMIC YEAR: SECOND SEMESTER SCHOOL YEAR 2020-2021
DAY/TIME/ROOM/SECTION:
COURSE DELIVERY MODE: FULL ONLINE
CONSULTATION DAY/TIME:

COURSE DESCRIPTION:

A comprehensive study of the laws on: (a) corporations, its structure and its
powers; (b) regulation of securities; (c) foreign investments; and (d) promotion
and protection of competitive market.

COURSE GOALS: Expected College of Law Graduate Attributes (ELGAs)

Know and fully understand the laws and their applications, master the provisions,
developed critical and analytical thinking, effective in written and oral
communication, logical reasoning, and sound judgment, exercise of proper
professional and ethical responsibilities

LEARNING OBJECTIVES/OUTCOMES (LOs):

1. Knowledge/Remembering: define, list, recognize

2. Comprehension/Understanding: describe, explain, identify, recognize
3. Application/Applying: choose, demonstrate, implement, perform
4. Analysis/Analyzing: analyze, categorize, compare, differentiate
5. Evaluation/Evaluating: assess, critique, evaluate, rank, rate
6. Synthesis/Creating: construct, design, formulate, organize, synthesize

Upon completion of the Course Title course, the student is expected to be able to:

Expected College of
Law Graduate LEARNING OUTCOMES (LOs)
Attributes (ELGAs)
Critical and analytical LO1. Explain how law is created and enforced by executive,
thinking legislative, and regulatory bodies during class recitation and
Effective in written and discussion.
oral communication LO2. Analyze the practical and policy implications of current and
Logical reasoning proposed statutes, regulations, judicial rulings, legal arguments, and
Sound judgment strategies in preparing a Legal Case.
Exercise of proper LO3. Assess client concerns and translating them into responsive legal
professional and ethical arguments and strategies.

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 responsibilitiesLO4. Utilize legal research tools to gather information that aids in the
analysis of legal issues in submitting the Research Paper.
ASSESSMENT/GRADING SYSTEM:

The student will be graded according to the following:

Percentage
(Weight is based
Scope of Work
Requirements (Based on the Learning Outcomes) on the
(Individual)
importance of
the LO)
LO1 Class recitations, Quizzes, Case Digests, Individual
LO2 and discussion Individual
LO3 Individual
LO4 - - Research Paper, Case Study

Class standing before Midterms Individual 16.67%

Midterm Exams Individual 16.67%
Class Standing after Midterms Individual 33.33%
Final Exams Individual 33.33%
TOTAL 100

LEARNING PLAN:

Design or the structure of the course that includes content/topics to be covered;

learning resources to be used; weekly schedule of the topics to be taken up; and
the learning methods to be utilized that are most likely to lead students towards
the goals and learning outcomes that were defined.

LEARNING
WEEK/
METHODS
TOPIC/CONTENT LEARNING DATE
(activities designed or
(arrangement or sequence of RESOURCES (Schedule of
deployed by the
the major topics is based on a (print and non-print each Topic,
teacher to bring about,
logical order) materials and online/ Assign, Exam
or create the
open-access resources) for the entire
conditions for
semester)
learning)

Course Introduction
Ÿ Course overview Syllabus Feb. 8-13, Lecture
Ÿ Course assignments 2021 Discussion
Ÿ Course requirements, grading
system

Module 1:

I. History, Concept And • Syllabus Feb. 15-20, Ÿ Recitation

Attributes Of A Corporation • Textbooks (Chapter 1) 2021 Ÿ Case study &
(Sections 1-9, Revised • Supreme Court reporting
Corporation Code) Decisions (SCRA) Ÿ Discussion/lecture
Ÿ Quiz
Cases:
1. Magsaysay-Labrador vs. CA,
180 SCRA 266;

2
 LEARNING
WEEK/
METHODS
TOPIC/CONTENT LEARNING DATE
(activities designed or
(arrangement or sequence of RESOURCES (Schedule of
deployed by the
the major topics is based on a (print and non-print each Topic,
teacher to bring about,
logical order) materials and online/ Assign, Exam
or create the
open-access resources) for the entire
conditions for
semester)
learning)
2. Sulo ng Bayan vs. Araneta,
72 SCRA 247;
3. Bataan Shipyard vs. PCGG,
150 SCRA 181;
4. Luxuria Homes vs. CA, 302
SCRA 315;
5. Concept Builders vs. NLRC,
257 SCRA 149;
6. Francisco Motors vs. CA,
309 SCRA 72;
7. Times Transportation
Company vs. Santos Sotelo,
et. al., GR No. 163786.
February 16, 2005;
8. Yao, Sr. vs. People, et al., 19
June 2007;
9. Seventh Day Adventist vs.
Northeastern Mindanao
Mission, 21 July 2006;
10. Lim Tong Lim vs. CA, 317
SCRA 728;
11. International Express Travel
and Tour Services vs. CA,
October 19, 2000;
12. Filipinas Broadcasting
Network, Inc. vs. Ago
Medical and Educational
Center-Bicol Christian
College of Medicine, G.R.
No. 141994, January 17,
2005;
13. Coastal Pacific Trading, Inc.
vs. Southern Rolling Mills
Co., Inc. 497 SCRA 11, 28
July 2006;
14. California Manufacturing
Company, Inc. vs. Advanced
Technology System, Inc.,
824 SCRA 295;
15. Dutch Movers, Inc. vs.
Lequin, 824 SCRA 310;
16. Zambrano vs. Philippine
Carpet Manufacturing
Corporation, 828 SCRA 144;
17. International Academy of
Management and Economics
vs. Litton, 848 SCRA 437;
18. The Missionary Sisters of
Our Lady of Fatima vs.

3
 LEARNING
WEEK/
METHODS
TOPIC/CONTENT LEARNING DATE
(activities designed or
(arrangement or sequence of RESOURCES (Schedule of
deployed by the
the major topics is based on a (print and non-print each Topic,
teacher to bring about,
logical order) materials and online/ Assign, Exam
or create the
open-access resources) for the entire
conditions for
semester)
learning)
Amando V. Alzona, et al.,
G.R. No. 224307, August 6,
2018

II. Formation And

Organization Of A Private
Corporation (Sections 10-21,
Revised Corporation Code)

Cases:
1. Lyceum of the Philippines
vs. CA, 219 SCRA 612;
2. Ang Mga Kaanib sa Iglesia
ng Dios vs. Iglesia ng Dios
Kay Kristo Jesus, December
12, 2001;
3. Young Auto Supply vs. CA,
223 SCRA 670;
4. De La Salle Montessori
International of Malolos, Inc.
vs. De La Salle Brothers,
Inc., 855 SCRA 38;
5. Roy III vs. Herbosa, 823
SCRA 133;
6. Narra Nickel Mining vs.
Redmont Consolidated
Mines Corp., G.R. No.
195580, April 21, 2014;
7. Gamboa vs. Teves, G.R. No.
176579, June 28, 2011 Heirs
of Wilson P. Gamboa vs.
Teves, G.R. No. 176579,
October 9, 2012

4
 LEARNING
WEEK/
METHODS
TOPIC/CONTENT LEARNING DATE
(activities designed or
(arrangement or sequence of RESOURCES (Schedule of
deployed by the
the major topics is based on a (print and non-print each Topic,
teacher to bring about,
logical order) materials and online/ Assign, Exam
or create the
open-access resources) for the entire
conditions for
semester)
learning)

Module 2:

I. Control And Management • Syllabus Feb. 22-27, Ÿ Recitation

Of A Corporation (Sections 22- • Textbooks (Chapter 1) 2021 Ÿ Case study &
34, Revised Corporation Code) • Supreme Court reporting
Decisions (SCRA) Ÿ Discussion/lecture
Cases: Ÿ Quiz
1. Grace Christian Highschool
vs. CA, 281 SCRA 133;
2. Gokongwei vs. SEC, 89
SCRA 336;
3. People's Aircargo vs. CA,
Oct. 7, 1998;
4. Marc II Marketing, Inc. and
Lucila V. Joson v. Alfredo
M. Joson, G.R. No. 171993,
December 12, 2011;
5. Sps. David, et al vs.
Construction Industry and
Arbitration Commission,
G.R. No. 159795, July 30,
2004;
6. Inter-Asia Investments
Industries vs. CA, GR
125778, June 10, 2003;
7. New Frontier Sugar Corp., et
al., G.R. No. 170352, June 1,
2011;
8. Marc II Marketing, Inc. vs.
Joson, G.R. No. 171993,
December 12, 2011, 662
SCRA 35;
9. Bernas vs. Cinco, 761 SCRA
104;
10. Federated Lpg Dealers
Association vs. Del Rosario,
808 SCRA 272;
11. Wesleyan University-
Philippines vs. Maglaya, Sr.,
815 SCRA 171;
12. Calubad vs. Ricarcen
Development Corporation,
838 SCRA 303;
13. Mactan Rock Industries, Inc.
vs. Germo, 850 SCRA 532;
Ient v. Tullett Prebon
(Philippines), Inc., 814
SCRA 184;

5
 LEARNING
WEEK/
METHODS
TOPIC/CONTENT LEARNING DATE
(activities designed or
(arrangement or sequence of RESOURCES (Schedule of
deployed by the
the major topics is based on a (print and non-print each Topic,
teacher to bring about,
logical order) materials and online/ Assign, Exam
or create the
open-access resources) for the entire
conditions for
semester)
learning)
14. NAPOCOR Board vs. COA,
G.R. No. 242342, March 10,
2020

6
 LEARNING
WEEK/
METHODS
TOPIC/CONTENT LEARNING DATE
(activities designed or
(arrangement or sequence of RESOURCES (Schedule of
deployed by the
the major topics is based on a (print and non-print each Topic,
teacher to bring about,
logical order) materials and online/ Assign, Exam
or create the
open-access resources) for the entire
conditions for
semester)
learning)

7
 LEARNING
WEEK/
METHODS
TOPIC/CONTENT LEARNING DATE
(activities designed or
(arrangement or sequence of RESOURCES (Schedule of
deployed by the
the major topics is based on a (print and non-print each Topic,
teacher to bring about,
logical order) materials and online/ Assign, Exam
or create the
open-access resources) for the entire
conditions for
semester)
learning)

Module 3:

Corporate Powers, By-Laws • Syllabus Mar. 1-13, Ÿ Recitation

and Meetings (Sections 35-58, • Textbooks (Chapter 1) 2021 Ÿ Case study &
Revised Corporation Code) • Supreme Court reporting
Decisions (SCRA) Ÿ Discussion/lecture
Cases: Ÿ Quiz
1. Nielson & Co. vs. Lepanto
Consolidated Mining Co.,
26 SCRA 540;
2. Islamic Directorate vs. CA,
272 SCRA 454;
3. Dee vs. SEC, 199 SCRA
238;
4. Ma. Corina C. Jiao, et. al.
v. National Labor Relations
Commission, Global
Business Bank, Inc., et. al. ,
G.R. No. 182331, April 18,
2012;
5. Loyola Grandvillas
Homeowners Association
vs. CA, 276 SCRA 681;
6. China Banking Corporation
vs. CA, 270 SCRA 503;
7. Associated Bank vs. CA,
291 SCRA 511;
8. Babst vs. CA, January 26,
2001;
9. Mindanao Savings vs.
Willkom, 11 October 2010;
10. Y-I Leisure Philippines,
Inc. vs. Yu, 770 SCRA 56;
11. Philippine Geothermal, Inc.
Employees Union vs.
Unocal Philippines, Inc.,
804 SCRA 286;
12. Sumifru vs. Baya, 822
SCRA 564;
13. Bank of Commerce vs.
Heirs of Rodolfo Dela
Cruz, 837 SCRA 112;
14. Ong vs. BPI Family
Savings Bank, Inc., 852
SCRA 614;
15. SEC vs. CAP, 857 SCRA
590

8
 LEARNING
WEEK/
METHODS
TOPIC/CONTENT LEARNING DATE
(activities designed or
(arrangement or sequence of RESOURCES (Schedule of
deployed by the
the major topics is based on a (print and non-print each Topic,
teacher to bring about,
logical order) materials and online/ Assign, Exam
or create the
open-access resources) for the entire
conditions for
semester)
learning)

9
 LEARNING
WEEK/
METHODS
TOPIC/CONTENT LEARNING DATE
(activities designed or
(arrangement or sequence of RESOURCES (Schedule of
deployed by the
the major topics is based on a (print and non-print each Topic,
teacher to bring about,
logical order) materials and online/ Assign, Exam
or create the
open-access resources) for the entire
conditions for
semester)
learning)

Module 4:

I. Subscription (Sections 59-72, • Syllabus Mar. 15-20, Ÿ Recitation

Revised Corporation • Textbooks (Chapter 1) 2021 Ÿ Case study &
Code) • Supreme Court reporting
Decisions (SCRA) Ÿ Discussion/lecture
Cases: Ÿ Quiz
1. Lim Tay vs. CA, August 5,
1998;
2. Rural Bank of Lipa vs. CA,
Sept. 28, 2001;
3. Ponce vs. Alsons Cement,
Dec. 10, 2002;
4. Ong Yong, et al. vs. Tiu, et
al., G.R. Nos. 144476 &
144629, April 8, 2003;
5. F & S Velasco Company,
Inc. vs. Madrid, 774 SCRA
388;
6. Anna Teng vs. SEC, 784
SCRA 216;
7. Andaya v. Rural Bank of
Cabadbaran, Inc., 799 SCRA
325;
8. Tee Ling Kiat vs. Ayala
Corporation, 857 SCRA 533

II. Rights of Stockholders Mar.22-27,

(Sections 73-85, Revised 2021
Corporation Code)

Cases:
1. Lee vs. CA 205 SCRA 725;
2. Republic vs. Sandiganbayan,
April 30, 2003;
3. Republic vs. Cocofed,
December 12, 2001;
4. Evangelista vs. Santos, 86
SCRA 387;
5. Chua vs. CA, GR No.
150793, November 19, 2004;
6. Expert Travel & Tours, Inc.
vs. Court of Appeals and
Korean Airlines GR No.
152392, May 26, 2005;
7. Gonzales vs. PNB, 122
SCRA 489;
8. Nestor Ching and Andrew

10
 LEARNING
WEEK/
METHODS
TOPIC/CONTENT LEARNING DATE
(activities designed or
(arrangement or sequence of RESOURCES (Schedule of
deployed by the
the major topics is based on a (print and non-print each Topic,
teacher to bring about,
logical order) materials and online/ Assign, Exam
or create the
open-access resources) for the entire
conditions for
semester)
learning)
Wellington v. Subic Bay
Golf and Country Club, Inc.,
G.R. No. 174353, September
10, 2014;
9. Lim vs. Moldex Land, Inc.,
815 SCRA 619;
10. Roque vs. People of the
Philippines, 826 SCRA 618;
11. Belo Medical Group, Inc. vs.
Santos, 838 SCRA 142;
1. Villongco vs. Yabut, 854
SCRA 132

Module 5:

I. Non-Stock Corporations • Syllabus Mar. 29-31, Ÿ Recitation

(Sections 86-94, Revised • Textbooks (Chapter 1) April 5-8, Ÿ Case study &
Corporation Code) • Supreme Court 2021 reporting
Decisions (SCRA) Ÿ Discussion/lecture
1. Long vs. Basa, et al., Sept. Ÿ Quiz
27, 2001;
2. Sta. Clara Homeowners'
Association vs. Sps. Gaston,
Jan. 23, 2002;
3. Padcom vs. Ortigas Center,
May 9, 2002;
4. Tan vs. Sycip 17 August
2006, 499 SCRA 216

Mid-Term Examinations April 12-17,

2021

11
 LEARNING
WEEK/
METHODS
TOPIC/CONTENT LEARNING DATE
(activities designed or
(arrangement or sequence of RESOURCES (Schedule of
deployed by the
the major topics is based on a (print and non-print each Topic,
teacher to bring about,
logical order) materials and online/ Assign, Exam
or create the
open-access resources) for the entire
conditions for
semester)
learning)

Module 6: April 19-24,

2021
I. Close Corporations • Syllabus Ÿ Recitation
(Sections 95-104, Revised • Textbooks (Chapter 1) Ÿ Case study &
Corporation Code) • Supreme Court reporting
Decisions (SCRA) Ÿ Discussion/lecture
Cases: Ÿ Quiz
1. Dulay Enterprises vs. CA,
225 SCRA 678;
2. San Juan Structural Steel
Fabricators, 296 SCRA 632;
3. Bustos vs. Millians Shoe,
Inc., 824 SCRA 67

II. Special Corporations

(Sections 105-114,
Revised Corporation
Code)

Case:
1. Iglesia Evangelica vs. Bishop
Lazaro, 6 July 2010

III. One Person April 26-30,

Corporations (Sections 2021
115-132, Revised
Corporation Code)

12
 LEARNING
WEEK/
METHODS
TOPIC/CONTENT LEARNING DATE
(activities designed or
(arrangement or sequence of RESOURCES (Schedule of
deployed by the
the major topics is based on a (print and non-print each Topic,
teacher to bring about,
logical order) materials and online/ Assign, Exam
or create the
open-access resources) for the entire
conditions for
semester)
learning)

Module 7:

I. Corporate Dissolution • Syllabus May 3-8, Ÿ Recitation

/Liquidation (Sections 133-139, • Textbooks (Chapter 1) 2021 Ÿ Case study &
Revised Corporation Code) • Supreme Court reporting
Decisions (SCRA) Ÿ Discussion/lecture
Cases: Ÿ Quiz
1. Gelano vs. CA, 103 SCRA
90;
2. Clarion Printing House, Inc.
vs. NLRC, GR No. 148372,
June 27, 2005;
3. Aguirre II vs. FQB+7, Inc.,
688 SCRA 242;
4. Dela Torre vs. Primetown
Property Group, Inc., 855
SCRA 494;
5. Rich v. Paloma III, 858
SCRA 27;
6. Icon Development
Corporation vs. National Life May 10-15,
Insurance, G.R. No. 220686, 2021
March 9, 2020

II. Foreign Corporations

Cases:
1. Facilities Management vs.
De la Osa, 89 SCRA 131;
2. Home Insurance vs. Eastern
Shipping Lines, 123 SCRA
424;
3. Mentholatum, Inc. vs.
Mangaliman, 73 Phil 524;
4. Eriks vs. CA, 267 SCRA
567;
5. Merrill Lynch Futures, Inc.
vs. CA, 211 SCRA 824;
6. Agilent Technologies
Singapore vs. Integrated
Silicon Technology
Philippines Corporation,
G.R. No. 154618, April 14,
2004;
7. Expertravel & Tours, Inc. vs.
Court of Appeals and Korean
Airlines GR No. 152392,
May 26, 2005;

13
 LEARNING
WEEK/
METHODS
TOPIC/CONTENT LEARNING DATE
(activities designed or
(arrangement or sequence of RESOURCES (Schedule of
deployed by the
the major topics is based on a (print and non-print each Topic,
teacher to bring about,
logical order) materials and online/ Assign, Exam
or create the
open-access resources) for the entire
conditions for
semester)
learning)
8. Cargill, Inc. vs. Intra Strata
Assurance Corporation, 615
SCRA 304;
9. Global Business Holdings,
Inc. vs. Surecomp Software,
B.V., 633 SCRA 94;
10. Steelcase, Inc. v. Design
International Selections, Inc.,
18 April 2012;
11. Air Canada vs.
Commissioner of Internal
Revenue, 778 SCRA 131,
G.R. No. 169507 January 11,
2016

III. Foreign Investments (Foreign

Investments Act)

Module 8: • Syllabus May 17-22, Ÿ

• Textbooks (Chapter 1) 2021
I. Investigations, Offenses and • Supreme Court
Penalties (Sections 154-188, Decisions (SCRA)
Revised Corporation Code)

14
 LEARNING
WEEK/
METHODS
TOPIC/CONTENT LEARNING DATE
(activities designed or
(arrangement or sequence of RESOURCES (Schedule of
deployed by the
the major topics is based on a (print and non-print each Topic,
teacher to bring about,
logical order) materials and online/ Assign, Exam
or create the
open-access resources) for the entire
conditions for
semester)
learning)

Module 9:

I. Securities (Sections 1-50, • Syllabus May 24 - Ÿ Recitation

Securities Regulation Code) • Textbooks (Chapter 1) June 5, 2021 Ÿ Case study &
• Supreme Court reporting
Cases: Decisions (SCRA) Ÿ Discussion/lecture
1. Philippine Stock Exchange Ÿ Quiz
vs. Court of Appeals, 281
SCRA 232;
2. Power Homes Unlimited
Corporation vs. SEC, G.R.
No. 164182, February 26,
2008;
3. SEC vs. Santos, G.R. No.
195542, March 19, 2004;
4. SEC vs. CJH Development
Corp., G.R. No. 210316,
November 28, 2016;
5. SEC vs. Interport Services,
G.R. No. 135808, October 6,
2008;
6. CEMCO Holdings, Inc. vs.
National Life, G.R. No.
171815, August 7, 2007;
7. Abacus Securities vs. Ampil,
G.R. No. 160016, February
27, 2006;
8. SEC vs. Subic Bay Golf and
Country Club, G.R. No.
179047, March 11, 2015
9. Palanca vs. RSI, G.R. No.
241905, March 11, 2020

Module 10:
June 7-19,
I. Market Competition • Syllabus 2021 Ÿ Recitation
(Philippine Competition • Textbooks (Chapter 1) Ÿ Case study &
Act) • Supreme Court reporting
Decisions (SCRA) Ÿ Discussion/lecture
1. Definitions and scope of Ÿ Quiz
application

2. Powers and functions of the

Philippine Competition
Commission

3. Prohibited acts a. Anti-

competitive agreements i. Per se

15
 LEARNING
WEEK/
METHODS
TOPIC/CONTENT LEARNING DATE
(activities designed or
(arrangement or sequence of RESOURCES (Schedule of
deployed by the
the major topics is based on a (print and non-print each Topic,
teacher to bring about,
logical order) materials and online/ Assign, Exam
or create the
open-access resources) for the entire
conditions for
semester)
learning)
violations ii. Not per se
violations b. Abuse of dominant
position c. Prohibited mergers
and acquisitions d. Exceptions

4.Covered transactions a.
Thresholds for compulsory
notification b. Notifying entity c.
Exceptions

5. Determining the relevant market

6.Determining control or
dominance of market

7. Determining existence of anti-

competitive conduct 8.
Forbearance by the Philippine
Competition Commission

16
 LEARNING
WEEK/
METHODS
TOPIC/CONTENT LEARNING DATE
(activities designed or
(arrangement or sequence of RESOURCES (Schedule of
deployed by the
the major topics is based on a (print and non-print each Topic,
teacher to bring about,
logical order) materials and online/ Assign, Exam
or create the
open-access resources) for the entire
conditions for
semester)
learning)

Final Examinations June 21-26,

2021

TEXTBOOK/REFERENCE BOOK:

1. The Revised Corporation Code of the Philippines by Timoteo B. Aquino

2. Revised Corporation Code by Cesar L. Villanueva
3. Corporation Code by Hector S. De Leon

POLICIES:

17
 Policies and values that the teacher might want to communicate through the
syllabus concerning attendance, participation, academic integrity (e.g.
plagiarism, cheating, fabrication), missing assignments, missed exams, recording
classroom activities, online behavior during synchronous sessions, etc.

1. Attendance will be checked every meeting.

2. Students who are called to recite but absent shall get a grade of 60.
3. Students who missed a quiz will get a grade of 60.
4. Students are prohibited from recording the online class as this is a violation of the
Copyright of the Professor.

Prepared by:

_________________________
Faculty, College of Law

Approved by:

Signature
Atty. Marciano G. Delson
Dean, College of Law

Date Prepared by the Faculty

18