Corporation Law Finals Practice Questions

Coverage: Meetings until SRC

Explain the following statements:

1. Subscriptions to shares of stock of a corporation are not divisible.
2. Certificates of stock are merely quasi-negotiable and are non-negotiable.
3. There is a distinction of the right of inspection of a stockholder and that of a director.
4. The provisions governing stock corporations also apply to non-stock corporation.
5. There is a distinction between voting rights of stock holders in a stock corporation and members
in a non-stock corporation.
6. The right of a stockholder to compel the corporation to pay the value of his shares is broader in a
close corporation in a close corporation than in an ordinary stock corporation.
7. In cases of deadlock in a close corporation the courts can interfere in the management of the
corporate affairs.
8. The court can determine the rules in the corporation sole when there is no rule or discipline.
9. The statement that the mere appointment of a distributor/representative domiciled in the
Philippines made by a foreign corporation does not necessarily imply doing business in the
country.
10. A director/stockholder whose shares are declared delinquent is not automatically disqualified to
be and act as director.
11. In cases of deadlocks in a close corporation, the courts can interfere in the management of the
corporate affairs.
12. The effects of declaration of delinquency vis-à-vis the right of the stockholder.
i) To be voted and be voted upon.
ii) To receive cash and stock dividends.

Define:
1. What is appraisal right?
2. What is a close corporation?
3. Wash Sale
4. Matched Order
5. Short Sale
6. Insider Trading
7. Marking the Close
8. Foreign Corporation
9. Special Corporations
10. Merger and Consolidation