Commercial _I. Business Organizations _B. Corporations

Question 1

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

1. Definition of Corporation

Question 2

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

2. Classes of Corporations

Question 3

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

3. Nationality of Corporations
   a) Control Test

Question 4

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

3. Nationality of Corporations
   b) Grandfather Rule

Question 5

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

4. Corporate Juridical Entity
   a) Doctrine of Separate Juridical Personality
   b) Doctrine of Piercing the Corporate Veil

Question 6

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

4. Corporate Juridical Entity
   a) Doctrine of Separate Juridical Personality

Question 7

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

4. Corporate Juridical Entity
   b) Doctrine of Piercing the Corporate Veil

Question 8

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

5. Capital Structure
   a) Number and Qualifications of Incorporators

Question 9

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

5. Capital Structure
   b) Subscription Requirements

Question 10

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

5. Capital Structure
   c) Corporate Term

Question 11

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

5. Capital Structure
   d) Classification of Shares

Question 12

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

6. Incorporation and Organization
   a) Promoter
   (1) Liability of Promoter

Question 13

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

6. Incorporation and Organization
   a) Promoter
   (2) Liability of Corporation for Promoter’s Contracts

Question 14

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

6. Incorporation and Organization
   b) Subscription Contract

Question 15

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

6. Incorporation and Organization
   c) Pre-Incorporation Subscription Agreements

Question 16

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

6. Incorporation and Organization
   d) Consideration for Stocks

Question 17

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

6. Incorporation and Organization
   e) Articles of Incorporation
   (1) Contents
   (2) Non-Amendable Items

Question 18

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

6. Incorporation and Organization
   f) Corporate Name and Limitations on its Use

Question 19

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

6. Incorporation and Organization
   g) Registration, Incorporation, and Commencement of Corporate Existence

Question 20

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

6. Incorporation and Organization
   h) Election of Directors or Trustees

Question 21

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

6. Incorporation and Organization
   j) Effects of Non-Use of Corporate Charter

Question 22

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

7. Corporate Powers
   a) General Powers; Theory of General Capacity

Question 23

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

7. Corporate Powers
   b) Specific Powers; Theory of Specific Capacity

Question 24

PART ONE: COMMERCIAL LAW
I. Business Organizations
B. Corporations

7. Corporate Powers
   c) Power to Extend or Shorten Corporate Term

Question 25

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 7. Corporate Powers d) Power to Increase or Decrease Capital Stock or Incur, Create, Increase Bonded Indebtedness

Question 26

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 7. Corporate Powers e) Power to Deny Pre-Emptive Rights

Question 27

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 7. Corporate Powers f) Power to Sell or Dispose Corporate Assets

Question 28

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 7. Corporate Powers g) Power to Acquire Own Shares

Question 29

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 7. Corporate Powers h) Power to Invest Corporate Funds in Another Corporation or Business

Question 30

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 7. Corporate Powers i) Power to Declare Dividends

Question 31

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 7. Corporate Powers j) Power to Enter into Management Contract

Question 32

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 7. Corporate Powers k) Doctrine of Individuality of Subscription

Question 33

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 7. Corporate Powers l) Doctrine of Equality of Shares

Question 34

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 7. Corporate Powers m) Ultra Vires Doctrine

Question 35

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 7. Corporate Powers n) Trust Fund Doctrine

Question 36

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 8. Stockholders and Members a) Fundamental Rights of a Stockholder b) Participation in Management c) Proprietary Rights d) Remedial Rights e) Obligations of a Stockholder f) Meetings

Question 37

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 8. Stockholders and Members a) Fundamental Rights of a Stockholder

Question 38

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 8. Stockholders and Members b) Participation in Management (1) Proxy (2) Voting Trust (3) Cases When Stockholders’ Action is Required (4) Manner of Voting

Question 39

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 8. Stockholders and Members c) Proprietary Rights (1) Rights to Dividends (2) Appraisal Right (3) Right to Inspect (4) Preemptive Right (5) Right to Vote (6) Right to Dividends

Question 40

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 8. Stockholders and Members d) Remedial Rights (1) Individual Suit (2) Representative Suit (3) Derivative Suit

Question 41

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 8. Stockholders and Members e) Obligations of a Stockholder

Question 42

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 9. Board or Directors and Trustees a) Repository of Corporate Powers

Question 43

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 9. Board or Directors and Trustees b) Tenure, Qualifications, and Disqualifications of Directors

Question 44

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 9. Board or Directors and Trustees c) Requirement of Independent Directors

Question 45

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 9. Board or Directors and Trustees d) Elections

Question 46

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 9. Board or Directors and Trustees e) Removal

Question 47

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 9. Board or Directors and Trustees f) Filling of Vacancies

Question 48

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 9. Board or Directors and Trustees g) Compensation

Question 49

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 9. Board or Directors and Trustees h) Disloyalty

Question 50

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 9. Board or Directors and Trustees i) Business Judgment Rule

Question 51

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 9. Board or Directors and Trustees j) Solidary Liabilities for Damages

Question 52

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 9. Board or Directors and Trustees k) Personal Liabilities

Question 53

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 9. Board or Directors and Trustees l) Responsibility for Crimes

Question 54

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 9. Board or Directors and Trustees m) Special Fact Doctrine

Question 55

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 9. Board or Directors and Trustees n) Inside Information

Question 56

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 9. Board or Directors and Trustees o) Contracts (1) By Self-Dealing Directors With the Corporation

Question 57

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 9. Board or Directors and Trustees o) Contracts (2) Between Corporations With Interlocking Directors

Question 58

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 10. Capital Affairs a) Certificate of Stock (1) Nature of the Certificate

Question 59

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 10. Capital Affairs a) Certificate of Stock (2) Uncertificated Shares

Question 60

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 10. Capital Affairs a) Certificate of Stock (3) Negotiability; Requirements for Valid Transfer of Stocks

Question 61

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 10. Capital Affairs a) Certificate of Stock (4) Issuance

Question 62

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 10. Capital Affairs a) Certificate of Stock (5) Stock and Transfer Book

Question 63

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 10. Capital Affairs a) Certificate of Stock (6) Situs of the Shares of Stock

Question 64

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 10. Capital Affairs b) Watered Stocks (1) Definition

Question 65

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 10. Capital Affairs b) Watered Stocks (2) Liability of Directors for Watered Stocks

Question 66

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 10. Capital Affairs b) Watered Stocks (3) Trust Fund Doctrine for Liability for Watered Stocks

Question 67

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 10. Capital Affairs c) Payment of Balance of Subscription (1) Call by Board of Directors (2) Notice Requirement

Question 68

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 10. Capital Affairs e) Alienation of Shares (1) Allowable Restrictions on the Sale of Shares (2) Requisites of a Valid Transfer

Question 69

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 10. Capital Affairs d) Sale of Delinquent Shares (1) Effect of Delinquency (2) Call by Resolution of the Board of Directors

Question 70

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 10. Capital Affairs f) Corporate Books and Records (1) Right to Inspect Corporate Records (2) Effect of Refusal to Inspect Corporate Records

Question 71

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 11. Dissolution and Liquidation a) Modes of Dissolution (1) Voluntary Dissolution (2) Involuntary Dissolution

Question 72

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 11. Dissolution and Liquidation b) Methods of Liquidation (1) By the Corporation Itself

Question 73

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 11. Dissolution and Liquidation b) Methods of Liquidation (2) Conveyance to a Trustee Within a Three-Year Period

Question 74

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 11. Dissolution and Liquidation b) Methods of Liquidation (3) By Management Committee or Rehabilitation Receiver

Question 75

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 11. Dissolution and Liquidation b) Methods of Liquidation (4) Liquidation after Three Years

Question 76

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 12. Other Corporations a) Close Corporations (1) Characteristics

Question 77

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 12. Other Corporations a) Close Corporations (2) Validity of Restrictions on Transfer of Shares

Question 78

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 12. Other Corporations a) Close Corporations (3) Preemptive Right

Question 79

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 12. Other Corporations a) Close Corporations (4) Amendment of Articles of Incorporation

Question 80

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 12. Other Corporations b) Non-Stock Corporations (1) Definition (2) Treatment of Profits

Question 81

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 12. Other Corporations c) Educational Corporations

Question 82

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 12. Other Corporations d) Religious Corporations (1) Corporation Sole (2) Religious Societies

Question 83

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 12. Other Corporations e) One Person Corporations (1) Excepted Corporations

Question 84

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 12. Other Corporations e) One Person Corporations (2) Capital Stock Requirement

Question 85

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 12. Other Corporations e) One Person Corporations (3) Articles of Incorporation and By-Laws

Question 86

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 12. Other Corporations e) One Person Corporations (4) Corporate Name

Question 87

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 12. Other Corporations e) One Person Corporations (5) Corporate Structure and Officers

Question 88

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 12. Other Corporations e) One Person Corporations (6) Nominee

Question 89

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 12. Other Corporations e) One Person Corporations (7) Liability

Question 90

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 12. Other Corporations e) One Person Corporations (8) Conversion of Corporation to One Person Corporations and Vice-Versa

Question 91

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 12. Other Corporations f) Foreign Corporations (1) Bases of Authority Over Foreign Corporations (a) Consent (b) Doctrine of “Doing Business”

Question 92

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 12. Other Corporations f) Foreign Corporations (2) Necessity of a License to Do Business (a) Resident Agent

Question 93

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 12. Other Corporations f) Foreign Corporations (3) Personality to Sue

Question 94

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 12. Other Corporations f) Foreign Corporations (4) Suability of Foreign Corporations

Question 95

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 12. Other Corporations f) Foreign Corporations (5) Instances When Unlicensed Foreign Corporations May be Allowed to Sue (Isolated Transactions)

Question 96

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 12. Other Corporations f) Foreign Corporations (6) Grounds for Revocation of License

Question 97

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 13. Merger and Consolidation a) Concept

Question 98

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 13. Merger and Consolidation b) Constituent Corporation vs. Consolidated Corporation

Question 99

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 13. Merger and Consolidation c) Plan of Merger or Consolidation

Question 100

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 13. Merger and Consolidation d) Articles of Merger or Consolidation

Question 101

PART ONE: COMMERCIAL LAW I. Business Organizations B. Corporations 13. Merger and Consolidation e) Effects