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  • Business Law 2 - Partnership & Corporation Final Exam AY 2019-2020

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    George Melits
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    1. Stockholder A issued a proxy to B to vote on his behalf at the annual stockholders' meeting for 5 years. 2. At the meeting, B voted for his mistress C to become a board member using the proxy. 3. A also attended and voted against B's vote by voting for B's wife D instead to get even with B. 4. B argues the proxy he holds from A is valid for 5 years. The proxy issued by A to B would be considered voidable due to the conflict of interest arising from B's relationship with C. While the proxy was validly issued for 5 years, B breached his fiduciary duty to A by voting in his

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    1. Stockholder A issued a proxy to B to vote on his behalf at the annual stockholders' meeting for 5 years. 2. At the meeting, B voted for his mistress C to become a board member using the proxy. 3. A also attended and voted against B's vote by voting for B's wife D instead to get even with B. 4. B argues the proxy he holds from A is valid for 5 years. The proxy issued by A to B would be considered voidable due to the conflict of interest arising from B's relationship with C. While the proxy was validly issued for 5 years, B breached his fiduciary duty to A by voting in his

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    203 views3 pages

    Business Law 2 - Partnership & Corporation Final Exam AY 2019-2020

    Uploaded by

    George Melits
    1. Stockholder A issued a proxy to B to vote on his behalf at the annual stockholders' meeting for 5 years. 2. At the meeting, B voted for his mistress C to become a board member using the proxy. 3. A also attended and voted against B's vote by voting for B's wife D instead to get even with B. 4. B argues the proxy he holds from A is valid for 5 years. The proxy issued by A to B would be considered voidable due to the conflict of interest arising from B's relationship with C. While the proxy was validly issued for 5 years, B breached his fiduciary duty to A by voting in his

    Copyright:

    © All Rights Reserved
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    of 3

    1281 Tropical Ave. Corner. Luxembourg St.

    BF Homes International, Las Piñas City, Philippines


    Tel Nos. 825-63-74; 820-87-025 to 03; Fax No. 820-87-15
    Name: ________________________________ Student Number: ___________

    Course: _______________________________ Subject: ___________________

    Integrity is one’s refusal to cheat.


    My actions define my character.

    _____________________
    Name and Signature of Student

    I. DISTINCTION OF TERMS: Distinguish the Concepts based on the Factors provided.

    Factor Proxy VTA


    Submitted to
    Notarization
    Period
    Beneficial Title
    Form

    Factor Meeting of Stockholder Meeting of BOD


    Frequency
    Place
    Time of Notice for
    Special Meeting
    Time of Notice for
    Regular Meeting
    Proxy

    FACTOR STOCK DIVIDEND CASH DIVIDEND

    In what Form Payable?

    Effect on Capital

    Level of Management
    involved

    Cash Flow

    Application in case of
    delinquency

    FACTOR ULTRA VIRES ACT ILLEGAL ACT


    Nature

    Ratification

    FACTOR BOARD OF DIRECTORS EXECUTIVE COMMITTEE


    Appointing Authority

    Number

    Powers

    Factor Partnership Sole Proprietorship Corporation


    Dissolution
    Powers
    Commencement
    Separate
    Personality
    Governing Law
    No. of Persons
    Involved
    Right of Succession
    Management
    Manner of
    Creation
    Term

    Factor Incorporator Corporator


    Number of Persons
    Residency
    Citizenship
    Signatory
    Type of Person

    Factor By-Laws Articles of Incorporation


    Nature
    Time of Adoption
    Amendment
    Signatories
    Content

    II. ESSAY:
    a. A, the stockholder, executed a Proxy in favor of B for him to act as a Proxy in the Annual
    Meeting of Stockholders. The Proxy issued shall be valid for a period of 5 years from
    issuance. During the scheduled meeting, B, acting within the authority as a Proxy, voted
    in favor of C to become one of the members of the Board of Directors. However, A had
    an instinct that B will vote for his mistress C whom he already felt that there was an on-
    going romantic relationship between B and C. Instead, A attended also the meeting and
    voted for D, who happens to be the wife of B to get even with him. B contended that A
    issued to him a General Proxy and has a validity of 5 years. Decide (10 Points)

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