vote in the election of directors a 

single class of shares regardless of the actual

classification of shares directors, even if they hold only 100 shares. The foreigners, with
a minuscule equity of less than 0.001 percent, exercise control over the public utility. On
the other hand, the
A foreign corporation doing business in the Philippines without license may sue
in Philippine courts a Filipino citizen or a Philippine entity that had contracted with and
benefited from it. A party is estopped from challenging the personality of a corporation
after having acknowledged the same by entering into a contract with it. The principle is
applied to prevent a person contracting with a foreign corporation from later taking
advantage of its noncompliance with the statutes, chiefly in cases where such person
has received the benefits of the contract. 
Due to Global’s merger with ABC and because it is the surviving corporation, it is
as if it was the one which entered into contract with Surecomp. In the merger of two
existing corporations, one of the corporations survives and continues the business,
while the other is dissolved, and all its rights, properties, and liabilities are acquired by
the surviving corporation. This is particularly true in this case. Based on the findings of
fact of the RTC, as affirmed by the CA, under the terms of the merger or consolidation,
Global assumed all the liabilities and obligations of ABC as if it had incurred such
liabilities or obligations itself. In the same way, Global also has the right to exercise all
defenses, rights, privileges, and counter-claims of every kind and nature which ABC
may have or invoke under the law. These findings of fact were never contested by
Global in any of its pleadings filed before this Court.
Wherefore, the decision of CA is hereby affirmed.