1. Please comment on the ff. proposal of a group of individuals who want to organize a building and loan association. a. P20 billion divided into 10 billion non-par value shares of preferred stock to be offered at an

issue value of P1.00 per share, and 10 billion shares of common stock, with a par value of P1.00 per share.

b. All shares shall have the same voting rights except that only common shares shall vote on any proposed increase or decrease of the authorized capital stock.

c. The authority to declare all dividends shall be lodged in the board of directorsd. Only holders of fully paid shares of stock may vote to elect members of the board of

directorse. Directors may not be elected as officers of the corporationf. The directors’ annual bonuses shall be equivalent to 10% of gross revenues of the preceding

yearg. A candidate for director must own at least 100 fully paid sharesh. Meetings of the board of directors shall be held in the principal office of the corporation or

in any place in/out of the country.

2. Juan dela Cruz, is a director of both ABC and XYZ Corporations. He owns 1% of the outstanding capital stock of ABC and 40% of XYZ. ABC plans to enter into a contract with XYZ that will both companies earn substantial profits. The contract is presented to the board of both corporations.a. In order that the contract will not be voidable. What conditions will have to be complied

with?b. If these conditions aren’t met, how may this contract be ratified?

3. XYZ Corp is in need of land used in the expansion of its business. Jose Cruz owns a piece of land ideal for the purpose and the corporation offers to buy it . As payment Jose Cruz will be paid in shares of stocks of the corporation. The board decided to accept the terms of Cruze but since that authorized capital stock of the corporation has been fully paid, it proposes to increase the authorized capital stock so it can consummate the sale. Thus, proposal of issuance of new shares was submitted to the stockholder’s special meeting for the purpose.

Pedro Reyes, who has 100 shares in the corporation, insists that the corporation allocate to him his proportionate share of the new issue which he offers to pay in case, alleging his pre-emptive right. Holders of 80% of the outstanding capital stock are in favor of the proposal to increase the capital stock including the exchange of land for new shares of stock.

Is Pedro within his rights in claiming a pre-emptive right?