Scribd
Upload
8 views

Course Outline for 2025 Bar Exam (Based on SC Syllabus)

The document outlines the course content for Corporation Law as part of the 2025 Bar Examinations, covering various topics such as the nature of corporations, incorporation and organization, powers of corporations, stockholders' rights, mergers and acquisitions, corporate dissolution, and foreign corporations. It includes references to significant case law for each topic to provide context and legal precedent. The structure is organized into sections detailing specific legal principles, doctrines, and statutory provisions relevant to corporate law.

Uploaded by

nicole Menes
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
8 views

Course Outline for 2025 Bar Exam (Based on SC Syllabus)

The document outlines the course content for Corporation Law as part of the 2025 Bar Examinations, covering various topics such as the nature of corporations, incorporation and organization, powers of corporations, stockholders' rights, mergers and acquisitions, corporate dissolution, and foreign corporations. It includes references to significant case law for each topic to provide context and legal precedent. The structure is organized into sections detailing specific legal principles, doctrines, and statutory provisions relevant to corporate law.

Uploaded by

nicole Menes
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
You are on page 1/ 4

Course for the 2025 Bar Examinations

CORPORATION LAW

A. Corporations

1. General Principles (Sec. 2)

a. Nature and Attributes

i. How are private/public corporations created (Sec. 4, 18)

b. Doctrine of Separate Juridical Personality

Read: Eternal Gardens vs. Perlas, Sept. 7, 2020


The Linden Suites vs. Meridien, October 4, 2021
Noelle Whessoe vs. Independent Testing, November 7, 2018

c. Doctrine of Piercing the Corporate Veil (Sec. 130)

Read: Maricalum Mining vs Florentino, July 23, 2018


IAME vs Litton, December 13, 2017

d. Trust Fund Doctrine (Sec. 40, 42, 81)

Read: Enano Bote vs Alvarez, Nov 10, 2020

2. Kinds of Corporations

a. Stock Corporation (Sec. 3)


b. Non-Stock Corporation (Sec. 86-90)

Read: BCDA vs CIR, June 20, 2018

c. Close Corporation (Sec. 95-104)

Read: Florete vs Floretes, April 2, 2018

d. Educational Corporation (Sec. 105-106)


e. Religious Corporation (Sec. 107-114)
f. One Person Corporation (Sec. 115-132)

3. Incorporation and Organization (Sec. 10)

a. Number and Qualifications of Incorporators (Sec. 5, 10, 95, 107, 116)

Read: SEC vs. AZ 17/31 Realty, July 6, 2022


b. Capitalization (Sec. 12)
c. Corporate Term (Sec. 11)
d. Classification of Shares (Sec. 6, 7, 8, 9, 173)

Read: Salido vs Aramaywan, March 18, 2021

e. Articles of Incorporation (Sec. 13, 14, 15, 16, 95, 96, 97, 109, 114, 118, 181)
f. Corporate Name (Sec. 17)
g. Commencement of Corporate Existence (Sec. 18, 110)
h. Bylaws (Sec. 45-47)
i. Corporate Officers (Sec. 24, 121, 122)
j. De Facto Corporation (Sec. 19)
k. Corporation by estoppel (Sec. 20)

Read: Missionary Sisters vs Alzona

l. Effects of non-use of corporate charter (Sec. 21)

4. Directors, Trustees and Officers (Sec. 22)

a. Qualifications and Disqualifications (Sec. 22, 26, 58, 91)


b. Elections (Sec. 23, 25 par. 3, 52)
c. Independent Directors (Corporations vested with Public Interest) – (Sec. 22)
d. Term (Sec. 22, 91)
e. Holdover (Sec. 22)
f. Removal (Sec. 27)
g. Filling of Vacancies (Sec. 28, 112)
h. Voting Requirements and Quorum (Sec. 23, 51, 52)
i. Duties, liabilities and dealings of directors, trustees, officers (Sec. 30, 31, 32, 33, 64, 73, 99e.
171)

Read: Total Petroleum vs Lim, June 23, 2020


Sps Fernandez vs Smart Communication, July 17, 2019
Guth vs Loft
TOPROS vs Chang, Dec. 7, 2021 (corporate opportunity doctrine)
Read: Stradcom vs Orpilla, July 2, 2018

j. Doctrine of Centralized Management (Sec. 22, 34, 99c, 99d, 99e, 103)

Read: Colegio Medicofarmaceutico vs Lim, July 2, 2018

k. Business Judgment Rule

Read: Metroplex Berhad vs Sinophil, June 28, 2021

l. Doctrine of Apparent Authority

Read: Agro vs Vitarich, January 11, 2021


Terp Construction vs Banco Filipino, September 18, 2019
m. Doctrine of Ratification or Estoppel (Sec. 100)
n. Corporate Officers (Sec. 24, 53, 121, 122)

Read: Cacho vs Balagtas, Feb 7, 2018


Malcaba vs Prohealth, June 5, 2018

5. Powers of Corporations (Sec. 35-44)

Read: Metroplex Berhad vs Sinophil (power to increase/decrease capital stock)


Nell vs Pacific Farms, Nov 29, 1965 (sale of all corporate assets)
Salido vs Aramaywan, March 18, 2021 (power to acquire own shares)
University of Mindanao vs BSP, Jan. 11, 2016 (ultra vires acts)

6. Stockholders and Members (Sec. 59, 60, 61)

a. Doctrine of equality of shares (Sec. 6)


b. Doctrine of indivisibility of subscription (Sec. 63, 71)
c. Participation in management, right to vote, voting and quorum requirements (Sec. 49 par. 9,
51, 54-58, 88)

i. Venue of meetings (Sec. 50, 92)

Read: Villongco vs Yabut, Sept. 12, 2018 (quorum)


Mallare vs A&E, June 16, 2021 (right to vote and manner of voting)
Tan vs Sycip

ii. Manner of voting (Sec. 57, 88)

d. Proprietary Rights

i. Right to dividends (Sec. 42, 70, 82)


ii. Right to Inspection (Sec. 73)

Read: Francisco vs del Castillo, September 14, 2021

iii. Preemptive Right (Sec. 38, 101)


iv. Appraisal Right (Sec. 80-85, 104)

e. Derivative Suit - requirements

Read: Ago Realty vs Ago, October 16, 2019


Florete vs Florete, January 20, 2016

f. Intracorporate Suit
g. Delinquency (Sec. 65-71)
h. Certificates of stock (Sec. 62, 63, 72)

7. Mergers, Consolidations, and Acquisitions (Sec. 75-78, 149)

a. Asset only transfer


b. Business enterprise transfer

Read: Sumifra vs Baya, April 7, 2017


Nell vs Pacific Farms (business enterprise transfer)

8. Corporate Dissolution (Sec. 133-138)


9. Liquidation (Sec. 139)

Read: Reyes vs Bancom, January 1, 2018


Rich vs Paloma, March 7, 2018

10. Foreign Corporations (Sec. 140)

a. Personality to sue and suability (Sec. 150)


b. What constitutes doing business (RA 7042 - Foreign Investments Act, Sec. 3d; Sec. 1f,
Implementing Rules, RA 7042 )

Read: Agilent Technologies vs Integrated Silicon (April 15, 2004)


CIR vs Interpublic Group, August 14, 2019
Llorete vs Star City, January 15, 2020
Magna Ready Mix ve Andersen, January 20, 2021
Saudi Arabian Airlines vs Rebesencio, January 14, 2015
DBP vs Monsanto, January 25, 2023
MR Holdings vs Sheriff Bajar, April 11, 2002 (isolated transactions)
Van Zuiden vs GTVL Mfg, May 28, 2007
CIR vs Vestas Services, January 11, 2023

e. Nationality of Corporations

i. Incorporation Test (Sec. 140, Corporation Code)


ii. Who is a Philippine national (Foreign Investments Act)

Read: Heirs of Gamboa vs Teves, October 9, 2021


Roy vs Herbosa, April 18, 2017

iii. Control Test vs Grandfather Rule

Read: Narra Nickel Mining vs Redmont, April 21, 2014

iv. Doing Business without a license (Sec. 150)

f. Registration requirements under Corporation Code, FIA (Sec. 141, 145 CC;

You might also like