Transcript form:We never met but ang daming naresolve: basis to
SEC for dissoultonMeeting in person required under SEC for
dissolution. Or skype, video conferencing. Violation (paper
minutes)
Almost 99% use paper minutes. Some cases of SC are acceptable.
Even in quo warranto proceedings, Courts are strict. Not revoke the
franchise based on flimsy grounds such as issuance of paper
minutes. Used to harass family members. Almost all corporations
even the big ones are governed by family members. Meetings are
attended by family members. Although its family-listed its still a
family corporation. Thats why its a danger that these grounds for
revocation can be used to further personal matters. When you become
lawyers I ask that you dont use it. You use a corp as a medium of
doing business. Most corp affairs arise from family matters.
Rights of minority stockholders to dissolve the corp. The right
is common law right which is given to minority. At first there
wasnt much favor to this right but later on SC held various
jurisprudence supporting such; especially when there are deadlocks
or when they cannot ask help from majority stockholders or the
Board.
Notes form: Dissolution-requirement under the Corp Code to meet
in person for dissolution. (alternatives: Skype, video
conferencing)-meeting by e-mail and paper minutes not allowed
TVT says: However in reality, 99% use paper minutes. SC has
allowed such cases. Quo warranto proceedings: Courts are strict. No
revocation based on flimsy grounds (issuance of paper
minutes)-However it is used to harass family members. Family
members are usually the ones attending meetings. Even though they
are publicly-listed, they are still considered family corporations.
-Should not be used to further personal matters. However the
reality is that most corporate affairs rise from family matters
Rights of minority stockholders-Common law right given to the
minority-History is that it wasnt favored before but several
jurisprudence has supported such right for the minority
stockholders. -Can be used especially for deadlocks and situations
where aid cannot be given by majority SH and the Board itself
