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1	General Provisions	Filing and issuance of certificate of incorporation are essential for the existence of a corporation	The filing of articles of incorporation and the issuance of the certificate of incorporation are essential for the existence of a de facto corporation. We have held that an organization not registered with the Securities and Exchange Commission (SEC) cannot be considered a corporation in any concept, not even as a corporation de facto.	Seventh Day Adventist Conference Church of Southern Phil. Inc. v. Northeastern Mindanao Mission of Seventh Day Adventist, Inc.	150416	July 21, 2006	https://wpd.cdasiaonline.com/jurisprudences/10606?s_params=iqy7mB85NaYNsnayXexr
2	Powers and Liabilities of Corporations	A corporation's act of engaging in pawnbroking when prohibited by its articles is an ultra vires act	A corporation has only such powers as are expressly granted to it by law and by its articles of incorporation and those which may be incidental to such conferred powers, those reasonably necessary to accomplish its purposes, and those which may be incident to its existence. In the case at bar, the limit of the powers of petitioner as a corporation is very clear, it is categorically prohibited from "engaging in pawnbroking as defined under PD 114".	Pilipinas Loan Company, Inc. v. Securities and Exchange Commission	104720	April 4, 2001	https://wpd.cdasiaonline.com/jurisprudences/2774?s_params=AKt14-kSYR6jFchM23so
3	Cases Involving the Securities and Exchange Commission	The Securities and Exchange Commission (SEC) has exclusive and original jurisdiction over any acts of the board of directors, business associates, its officers or partners, amounting to fraud and misrepresentation which may be detrimental to the interest of the public	Clearly, the recital in the complaint of private respondent that petitioner is engaged in the pawnshop business when it is not authorized to do so by its articles of incorporation amounts to fraud, detrimental not only to the corporation but also to the stockholders and the public. The relationship involved in this controversy is a category of relationship over which the SEC has exclusive jurisdiction.	Pilipinas Loan Company, Inc. v. Securities and Exchange Commission	104720	April 4, 2001	https://wpd.cdasiaonline.com/jurisprudences/2774?s_params=AKt14-kSYR6jFchM23so
4	Cases Involving the Securities and Exchange Commission	The Securities and Exchange Commission (SEC) has jurisdition to implement and enforce the Corporation Code	The jurisdiction of the SEC is not merely confined to the adjudicative functions provided in Section 5 of P.D. 902-A, as amended. By express mandate, it has absolute jurisdiction, supervision and control over all corporations. It also exercises regulatory and administrative powers to implement and enforce the Corporation Code, one of which is Section 18. It is the SEC's duty to prevent confusion in the use of corporate names not only for the protection of the corporations involved but more so for the protection of the public, and it has authority to de-register at all times and under all circumstances corporate names which in its estimation are likely to generate confusion. Clearly therefore, the present case falls within the ambit of the SEC's regulatory powers.	Industrial Refractories Corporation of the Philippines v. Court of Appeals	122174	October 3, 2002	https://wpd.cdasiaonline.com/jurisprudences/1698?s_params=aEA3sMoRUsx3xRRWKFg-
5	Powers and Liabilities of Corporations	A condominium corporation's act of prohibiting a member from using facilities and common areas for non-payment of dues is not ultra vires	The Corporation Code defines an ultra vires act as one outside the powers conferred by the Code or by the Articles of Incorporation, or beyond what is necessary or incidental to the exercise of the powers so conferred. Petitioner would be unable to carry out its main purpose of maintaining the Condominium common areas and facilities if members refuse to pay their dues and yet continue to use these areas and facilities. To impose a temporary ban on the use of the common areas and facilities until the assessments and dues in arrears are paid is a reasonable measure that petitioner may undertake to compel the prompt payment of assessments and dues.	Twin Towers Condominium Corp. v. Court of Appeals	123552	February 27, 2003	https://wpd.cdasiaonline.com/jurisprudences/7322?s_params=Dn3HFSsyCAsmEZKhT_GK
6	Cases Involving the Securities and Exchange Commission	Under the Securities Regulation Code, intra-corporate disputes are now under the jurisdiction of the Regional Trial Courts	The Commission's jurisdiction over all cases enumerated under Section 5 of Presidential Decree No. 902-A is hereby transferred to the Courts of general jurisdiction or the appropriate Regional Trial Court; Provided, That the Supreme Court in the exercise of its authority may designate the Regional Trial Court branches that shall exercise jurisdiction over these cases. The Commission shall retain jurisdiction over pending cases involving intra-corporate disputes submitted for final resolution which should be resolved within one (1) year from the enactment of this Code.	Twin Towers Condominium Corp. v. Court of Appeals	123552	February 27, 2003	https://wpd.cdasiaonline.com/jurisprudences/7322?s_params=Dn3HFSsyCAsmEZKhT_GK
7	Cases Involving the Securities and Exchange Commission	Under the Securities Regulation Code, intra-corporate disputes are now under the jurisdiction of the Regional Trial Courts	While this case was pending, Republic Act No. 8799 was enacted, transferring to the courts of general jurisdiction or the appropriate Regional Trial Court the SEC's jurisdiction over all cases enumerated under Section 5 of Presidential Decree No. 902-A. 25 One of those cases enumerated is any controversy "arising out of intra-corporate or partnership relations, between and among stockholders, members, or associates, between any and/or all of them and the corporation, partnership or association of which they are stockholders, members or associates, respectively; and between such corporation, partnership or association and the state insofar as it concerns their individual franchise or right to exist as such entity." The instant controversy clearly falls under this category of cases which are now cognizable by the Regional Trial Court.	Rural Bank of Lipa City, Inc. v. Court of Appeals	124535	September 28, 2001	https://wpd.cdasiaonline.com/jurisprudences/3637?s_params=2SySckyxUjbE4JbRu4xm
8	Corporate Books and Records	When obviously deficient, the stock and transfer book cannot be used as the sole basis for determining a quorum	To base the computation of quorum solely on the obviously deficient, if not inaccurate stock and transfer book, and completely disregarding the issued and outstanding shares as indicated in the articles of incorporation would work injustice to the owners and/or successors in interest of the said shares. This case is one instance where resort to documents other than the stock and transfer books is necessary. The stock and transfer book of PMMSI cannot be used as the sole basis for determining the quorum as it does not reflect the totality of shares which have been subscribed, more so when the articles of incorporation show a significantly larger amount of shares issued and outstanding as compared to that listed in the stock and transfer book.	Lanuza v. Court of Appeals	131394	March 28, 2005	https://wpd.cdasiaonline.com/jurisprudences/470?s_params=9trzGasDcHo2UgcQdjUy
9	Intra-Corporate Disputes	Under the Securities Regulation Code, intra-corporate disputes are now under the jurisdiction of the Regional Trial Courts	Equally unavailing is petitioner's contention that the case involves an intra-corporate controversy, or one between the corporation and its stockholder transposing it within the domain of the SEC. It should be noted that the issue has become moot and academic because with Republic Act No. 8799, Securities Regulation Code, it is now the Regional Trial Court and no longer the SEC that has jurisdiction. Under Section 5.2 of Republic Act No. 8799, original and exclusive jurisdiction to hear and decide, cases involving intra-corporate controversies have been transferred to a court of general jurisdiction or the appropriate Regional Trial Court.	Sumndad v. Harrigan, (430 PHIL 612-625)	132358	April 12, 2002	https://wpd.cdasiaonline.com/jurisprudences/2053?s_params=6vzZnY6rGUZayPiCVHUP
10	Intra-Corporate Disputes	Under the Securities Regulation Code, intra-corporate disputes are now under the jurisdiction of the Regional Trial Courts	The doctrine of primary jurisdiction exhorts us to refer the instant case to the SEC for its resolution of the matter in dispute. However, it should be noted that RA 8799, The Securities Regulation Code, has amended PD 902-A, and transferred the jurisdiction of the SEC over intra-corporate cases to the courts of general jurisdiction or the appropriate Regional Trial Courts.	Fabia v. Court of Appeals	132684	August 20, 2001	https://wpd.cdasiaonline.com/jurisprudences/2682?s_params=F8vi3SqQF3VtbXsvbxHn
11	Intra-Corporate Disputes	Criminal cases can proceed simultaneously and independently of an intra-corporate dispute	The criminal case for estafa currently pending before the RTC can independently and simultaneously proceed with a civil/inter-corporate case to be filed with the Regional Trial Court vested with special jurisdiction pursuant to The Securities Regulation Code (RA 8799). With RA 8799 signed into law on 19 July 2000, which effectively amended Sec. 5 of PD 902-A, jurisdiction over intra-corporate disputes is now vested in the Regional Trial Courts designated by this Court pursuant to A.M. No. 00-11-03-SC promulgated on 21 November 2000. However, while Sec. 5 of PD No. 902-A was amended by Sec. 5.2 of RA 8799, there is no repeal of Sec. 6 thereof declaring that prosecution under the Decree, or any Act, law, rules, and regulations enforced and administered by the SEC shall be without prejudice to any liability for violation of any provision of The Revised Penal Code.	Fabia v. Court of Appeals	132684	September 11, 2002	https://wpd.cdasiaonline.com/jurisprudences/1786?s_params=F8vi3SqQF3VtbXsvbxHn
12	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	The suspension contemplated under Sec. 6 (c) of P.D. No. 902-A refers only to claims involving actions which are pecuniary in nature. he filing of the case for violation of B.P. Blg. 22 is not a "claim" that can be enjoined within the purview of P.D. No. 902-A. True, although conviction of the accused for the alleged crime could result in the restitution, reparation or indemnification of the private offended party for the damage or injury he sustained by reason of the felonious act of the accused, nevertheless, prosecution for violation of B.P. Blg. 22 is a criminal action.	Rosario v. Co	133608	August 26, 2008	https://wpd.cdasiaonline.com/jurisprudences/50655?s_params=wXfJxFGZngsxrAs5_ytz
13	Intra-Corporate Disputes	The repeal of the Revised Securities Act by the Securities Regulation Code does not deprive the Securities and Exchange Commission (SEC) of its jurisdiction to continue investigating the case	In Morato v. Court of Appeals, the cases therein were still pending before the PED for investigation and the SEC for resolution when the Securities Regulation Code was enacted. The case before the SEC involved an intra-corporate dispute, while the subject matter of the other case investigated by the PED involved the schemes, devices, and violations of pertinent rules and laws of the company's board of directors. The enactment of the Securities Regulation Code did not result in the dismissal of the cases; rather, this Court ordered the transfer of one case to the proper regional trial court and the SEC to continue with the investigation of the other case. The case at bar is comparable to the aforecited case. In this case, the SEC already commenced the investigative proceedings against respondents as early as 1994.	Securities and Exchange Commission v. Interport Resources Corp.	135808	October 6, 2008	https://wpd.cdasiaonline.com/jurisprudences/50935?s_params=8QQKCsC-zvSdy9RKbGEJ
14	Cases Involving the Securities and Exchange Commission	Under the Securities Regulation Code, intra-corporate disputes are now under the jurisdiction of the Regional Trial Courts	In Morato v. Court of Appeals, the cases therein were still pending before the PED for investigation and the SEC for resolution when the Securities Regulation Code was enacted. The case before the SEC involved an intra-corporate dispute, while the subject matter of the other case investigated by the PED involved the schemes, devices, and violations of pertinent rules and laws of the company's board of directors. The enactment of the Securities Regulation Code did not result in the dismissal of the cases; rather, this Court ordered the transfer of one case to the proper regional trial court and the SEC to continue with the investigation of the other case. The case at bar is comparable to the aforecited case.	Securities and Exchange Commission v. Interport Resources Corp.	135808	October 6, 2008	https://wpd.cdasiaonline.com/jurisprudences/50935?s_params=8QQKCsC-zvSdy9RKbGEJ
15	Intra-Corporate Disputes	Under the Securities Regulation Code, intra-corporate disputes are now under the jurisdiction of the Regional Trial Courts	There is no question that the prayers for the appointment of a management receiver, the nullification and amendment of certain provisions of PEAC's articles of incorporation and by-laws, the recognition of the election of respondent Filchart's directors, as well as the inspection of the corporate books, are intra-corporate in nature as they pertain to the regulation of corporate affairs. Even the issue of respondent Filchart's status as stockholder in PEAC and, concomitantly, its capacity to file SEC Case No. 08-97-5746 must be threshed out in the intra-corporate proceedings.	GD Express Worldwide N.V. v. Court of Appeals,	136978	May 8, 2009	https://wpd.cdasiaonline.com/jurisprudences/51733?s_params=6M96iGoLB412XoBJL5ym
16	Cases Involving the Securities and Exchange Commission	Under the Securities Regulation Code, intra-corporate disputes are now under the jurisdiction of the Regional Trial Courts, particularly Special Commercial Courts	It should be noted that the SCCs are still considered courts of general jurisdiction. Section 5.2 of R.A. No. 8799 28 directs merely the Supreme Court's designation of RTC branches that shall exercise jurisdiction over intra-corporate disputes. Nothing in the language of the law suggests the diminution of jurisdiction of those RTCs to be designated as SCCs. The assignment of intra-corporate disputes to SCCs is only for the purpose of streamlining the workload of the RTCs so that certain branches thereof like the SCCs can focus only on a particular subject matter.	GD Express Worldwide N.V. v. Court of Appeals	136978	May 8, 2009	https://wpd.cdasiaonline.com/jurisprudences/51733?s_params=6M96iGoLB412XoBJL5ym
17	Cases Involving the Securities and Exchange Commission	The Securities and Exchange Commission (SEC) has the power to enjoin any act or practive of a corporation which could cause grave or irreparable injury or prejudice to the investing public	The regulatory and supervisory powers of the Commission under Section 40 of the then Revised Securities Act, in our view, were broad enough to include the power to regulate petitioner's fees. Indeed, Section 47 gave the Commission the power to enjoin motu proprio any act or practice of petitioner which could cause grave or irreparable injury or prejudice to the investing public. The intentional omission in the law of any qualification as to what acts or practices are subject to the control and supervision of the SEC under Section 47 confirms the broad extent of the SEC's regulatory powers over the operations of securities-related organizations like petitioner.	Philippine Association of Stock Transfer and Registry Agencies, Inc. v. Court of Appeals	137321	October 15, 2007	https://wpd.cdasiaonline.com/jurisprudences/4970?s_params=bDRbDAv6GMxm6T-cwmXy
18	Foreign Corporations	A foreign corporation has no legal capacity to sue in the Philippine courts if it is a foreign corporation doing business here without license	A review of this ruling does not pose much complexity as the principles governing a foreign corporation's right to sue in local courts have long been settled by our Corporation Law. These principles may be condensed in three statements, to wit: a) if a foreign corporation does business in the Philippines without a license, it cannot sue before the Philippine courts; b) if a foreign corporation is not doing business in the Philippines, it needs no license to sue before Philippine courts on an isolated transaction or on a cause of action entirely independent of any business transaction; and c) if a foreign corporation does business in the Philippines with the required license, it can sue before Philippine courts on any transaction. Apparently, it is not the absence of the prescribed license but the "doing (of) business" in the Philippines without such license which debars the foreign corporation from access to our courts.	MR Holdings, Ltd. v. Bajar	138104	April 11, 2002	https://wpd.cdasiaonline.com/jurisprudences/2587?s_params=r1VkyLvsSRZvbpgh1WiF
19	Foreign Corporations	Mere ownership by a foreign corporation of a property is insufficient to constitute "doing business""	Absent overt acts of petitioner from which we may directly infer its intention to continue Marcopper's business, we cannot give our concurrence. Significantly, a view subscribed upon by many authorities is that the mere ownership by a foreign corporation of a property in a certain state, unaccompanied by its active use in furtherance of the business for which it was formed, is insufficient in itself to constitute doing business.	MR Holdings, Ltd. v. Bajar	138104	April 11, 2002	https://wpd.cdasiaonline.com/jurisprudences/2587?s_params=r1VkyLvsSRZvbpgh1WiF
20	Foreign Corporations	Isolated acts or transactions do not constitute "doing business" in the Philippines	In the final analysis, we are convinced that petitioner was engaged only in isolated acts or transactions. Single or isolated acts, contracts, or transactions of foreign corporations are not regarded as a doing or carrying on of business. Typical examples of these are the making of a single contract, sale, sale with the taking of a note and mortgage in the state to secure payment therefor, purchase, or note, or the mere commission of a tort. In these instances, there is no purpose to do any other business within the country.	MR Holdings, Ltd. v. Bajar	138104	April 11, 2002	https://wpd.cdasiaonline.com/jurisprudences/2587?s_params=r1VkyLvsSRZvbpgh1WiF
21	Cases Involving the Securities and Exchange Commission	Commerical banking corporations must also adhere to rules promulgated by the Securities and Exchange Commission (SEC)	It must be emphasized that petitioner is a commercial banking corporation listed in the stock exchange. Thus, it must adhere not only to banking and other allied special laws, but also to the rules promulgated by Respondent SEC, the government entity tasked not only with the enforcement of the Revised Securities Act, but also with the supervision of all corporations, partnerships or associations which are grantees of government-issued primary franchises and/or licenses or permits to operate in the Philippines.	Union Bank of the Philippines v. Securities and Exchange Commission	138949	June 6, 2001	https://wpd.cdasiaonline.com/jurisprudences/3846?s_params=9z2xZBuCFm9FCi_NAdFQ
22	Intra-Corporate Disputes	Under the Securities Regulation Code, intra-corporate disputes are now under the jurisdiction of the Regional Trial Courts	Among the powers and functions of the SEC which were transferred to the RTC include the following: (a) jurisdiction and supervision over all corporations, partnerships or associations who are the grantees of primary franchises and/or a license or permit issued by the Government; (b) the approval, rejection, suspension, revocation or requirement for registration statements, and registration and licensing applications; (c) the regulation, investigation or supervision of the activities of persons to ensure compliance; (d) the supervision, monitoring, suspension or take over the activities of exchanges, clearing agencies and other SROs; (e) the imposition of sanctions for the violation of laws and the rules, regulations and orders issued pursuant thereto; (f) the issuance of cease-and-desist orders to prevent fraud or injury to the investing public; (g) the compulsion of the officers of any registered corporation or association to call meetings of stockholders or members thereof under its supervision; and, (h) the exercise of such other powers as may be provided by law as well as those which may be implied from, or which are necessary or incidental to the carrying out of, the express powers granted the Commission to achieve the objectives and purposes of these laws.	Morato v. Court of Appeals	141510	August 13, 2004	https://wpd.cdasiaonline.com/jurisprudences/9351?s_params=nkkaYTipwJZAbA7vGEza
23	Intra-Corporate Disputes	The repeal of the Revised Securities Act by the Securities Regulation Code does not deprive the Securities and Exchange Commission (SEC) of its jurisdiction to continue investigating the case	Section 8 of P.D. No. 902-A, as amended, has already been repealed, as provided for in Section 76 of Rep. Act No. 8799: SEC. 76. Repealing Clause. — The Revised Securities Act (Batas Pambansa Blg. 178), as amended, in its entirety, and Sections 2, 4 and 8 of Presidential Decree 902-A, as amended, are hereby repealed. All other laws, orders, rules and regulations, or parts thereof, inconsistent with any provision of this Code are hereby repealed or modified accordingly. Thus, under the new law, the PED ceased to exist. However, the SEC retains jurisdiction to continue with its investigation of the letter-petition of respondent Matsuura.	Morato v. Court of Appeals	141510	August 13, 2004	https://wpd.cdasiaonline.com/jurisprudences/9351?s_params=nkkaYTipwJZAbA7vGEza
24	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	The suspension of action for claims against a corporation under rehabilitation receiver or management committee embraces all phases of the suit, be it before the trial court or any tribunal or before this Court. Furthermore, the actions that are suspended cover all claims against a distressed corporation whether for damages founded on a breach of contract of carriage, labor cases, collection suits or any other claims of a pecuniary nature.	Philippine Airlines, Inc. v. Philippine Airlines Employees Association, (Resolution)	142399	June 19, 2007	https://wpd.cdasiaonline.com/jurisprudences/4112?s_params=5J3R-mZ4KNzr3AQFSDkZ
25	General Provisions	A person's controlling shareholdings represent a proportionate or aliquot interest in the properties owned by the corporation	A corporation has a personality distinct from that of its stockholders. As early as the case of Stockholders of F. Guanzon and Sons, Inc. vs. Register of Deeds of Manila, the Court explained the principle of separate juridical personality in this wise: A corporation is a juridical person distinct from the members composing it. Properties registered in the name of the corporation are owned by it as an entity separate and distinct from its members. While shares of stock constitute personal property, they do not represent property of the corporation. The corporation has property of its own which consists chiefly of real estate. A share of stock only typifies an aliquot part of the corporation's property, or the right to share in its proceeds to that extent when distributed according to law and equity, but its holder is not the owner of any part of the capital of the corporation. Nor is he entitled to the possession of any definite portion of its property or assets. The stockholder is not a co-owner or tenant in common of the corporate property.	Silverio Jr. v. Filipino Business Consultants Inc.	143312	August 12, 2005	https://wpd.cdasiaonline.com/jurisprudences/415?s_params=-5DafS4UKgwkJ7_kzRLm
26	By-Laws	The By-Laws may provide for other officers than those indicated in the Corporation Code	The Court has held that in most cases the "by-laws may and usually do provide for such other officers," and that where a corporate office is not specifically indicated in the roster of corporate offices in the by-laws of a corporation, the board of directors may also be empowered under the by-laws to create additional officers as may be necessary.	Nacpil v. International Broadcasting Corp.	144767	March 21, 2002	https://wpd.cdasiaonline.com/jurisprudences/2160?s_params=zXanRY8Z2pvYEiSYV4nt
27	Intra-Corporate Disputes	The (1) relationship of the parties and (2) nature of the controversy are the two tests considered in determining whether jurisdiction is intra-corporate	The Court has consistently held that there are two elements to be considered in determining whether the SEC has jurisdiction over the controversy, to wit: (1) the status or relationship of the parties; and (2) the nature of the question that is the subject of their controversy.	Nacpil v. International Broadcasting Corp.	144767	March 21, 2002	https://wpd.cdasiaonline.com/jurisprudences/2160?s_params=zXanRY8Z2pvYEiSYV4nt
28	Intra-Corporate Disputes	The Securities and Exchange Commission (SEC) has jurisdiction over controversies involving both election and appointment of corporate directors, trustees, officers, and managers	As petitioner's appointment as comptroller required the approval and formal action of the IBC's Board of Directors to become valid, it is clear therefore holds that petitioner is a corporate officer whose dismissal may be the subject of a controversy cognizable by the SEC under Section 5(c) of P.D. 902-A which includes controversies involving both election and appointment of corporate directors, trustees, officers, and managers. Had petitioner been an ordinary employee, such board action would not have been required.	Nacpil v. International Broadcasting Corp.	144767	March 21, 2002	https://wpd.cdasiaonline.com/jurisprudences/2160?s_params=zXanRY8Z2pvYEiSYV4nt
29	Cases Involving the Securities and Exchange Commission	The rules of procedure in the Securities and Exchange Commission show that proceedings are summary in nature	A cursory reading of the then prevailing SEC New Rules of Procedure shows that the proceedings before the Hearing Officers or Hearing Panel are summary in nature and to be conducted expeditiously in the "interest of just, speedy and inexpensive determination of disputes and claims.	Cuenca v. Atas	146214	October 5, 2007	https://wpd.cdasiaonline.com/jurisprudences/5031?s_params=9SftLm8p1oQAnNUxzcLK
30	Cases Involving the Securities and Exchange Commission	Factual findings of administrative agencies like the Securities and Exchange Commission (SEC) are accorded finality when supported by substantial evidence	On the merits of the case, suffice it to say that the findings of facts and conclusions of law of the SEC are controlling on the reviewing authority. Indeed, the rule is that the findings of fact of administrative bodies, if based on substantial evidence, are controlling on the reviewing authority.	Cuenca v. Atas	146214	October 5, 2007	https://wpd.cdasiaonline.com/jurisprudences/5031?s_params=9SftLm8p1oQAnNUxzcLK
31	Intra-Corporate Disputes	The (1) relationship of the parties and (2) nature of the controversy are the two tests considered in determining whether jurisdiction is intra-corporate	However, Section 5 of PD No. 902-A does not apply in the instant case. The LSFSIPI is neither an officer nor a stockholder of BF Homes, and this case does not involve intra-corporate proceedings. In addition, the seller, petitioner Orendain, is being sued in his individual capacity for the unauthorized sale of the property in controversy. Hence, we find no cogent reason to sustain petitioner's manifestation that the resolution of the instant controversy depends on the ratification by the SEC of the acts of its agent or the receiver because the act of Orendain was allegedly not within the scope of his authority as receiver.	Orendain v. BF Homes, Inc.	146313	October 31, 2006	https://wpd.cdasiaonline.com/jurisprudences/10262?s_params=XKLBMMyXuDs2_k_SA3bs
32	Board of Directors/Trustees/Officers	All corporate powers of a corporation shall be exercised by its Board of Directors	Section 23 of the Corporation Code, expressly provides that the corporate powers of all corporations shall be exercised by the board of directors. Just as a natural person may authorize another to do certain acts in his behalf, so may the board of directors of a corporation validly delegate some of its functions to individual officers or agents appointed by it. Thus, contracts or acts of a corporation must be made either by the board of directors or by a corporate agent duly authorized by the board. Absent such valid delegation/authorization, the rule is that the declarations of an individual director relating to the affairs of the corporation, on the corporation.	Spouses Firme v. Bukal Enterprises and Development Corp.	146608	October 23, 2003	https://wpd.cdasiaonline.com/jurisprudences/7351?s_params=_azLrVme-axV77GErxAK
33	Corporate Rehabilitation	Under the Interim Rules of Procedure on Corporate Rehabilitation, all petitions for rehabilitation are transferred from the Securities and Exchange Commission (SEC) to the Regional Trial Courts (RTC)	On 15 December 2000, the Supreme Court, in A.M. No. 00-8-10-SC, adopted the Interim Rules of Procedure on Corporate Rehabilitation and directed to be transferred from the SEC to Regional Trial Courts, all petitions for rehabilitation filed by corporations, partnerships, and associations under P.D. 902-A in accordance with the amendatory provisions of Republic Act No. 8799. The rules require trial courts to issue, among other things, a stay order in the "enforcement of all claims, whether for money or otherwise, and whether such enforcement is by court action or otherwise," against the corporation under rehabilitation, its guarantors and sureties not solidarily liable with it.	Philippine Airlines v. Spouses Kurangking	146698	September 24, 2002	https://wpd.cdasiaonline.com/jurisprudences/1607?s_params=xpsyuJ3WauxAyby5Kaxs
34	Intra-Corporate Disputes	Under the Securities Regulation Code, intra-corporate disputes are now under the jurisdiction of the Regional Trial Courts	Thus, original and exclusive jurisdiction to hear and decide cases involving intra-corporate controversies have been transferred to courts of general jurisdiction or the appropriate Regional Trial Court. The case involving herein parties has not been submitted for final resolution on the merits in the SEC. Only the issue on jurisdiction was dealt with by the SEC which is the subject of herein petition. Thus, herein case does not fall within the exception adverted to in the aforequoted Section 5.2.	Suzuki v. De Guzman	146979	July 27, 2006	https://wpd.cdasiaonline.com/jurisprudences/9580?s_params=Qt_HC5nT3A9uN2HGnKbT
35	Intra-Corporate Disputes	Under the Securities Regulation Code, intra-corporate disputes are now under the jurisdiction of the Regional Trial Courts	The Court believes that the circumstances in the instant case do not proscribe the application of the doctrine, as the role of an administrative tribunal such as the SEC in determining technical and intricate matters of special competence has been taken on by specially designated RTCs by virtue of Republic Act No. 8799. Hence, the RTC of Mandaluyong where the intra-corporate case is pending has the primary jurisdiction to determine the issues under contention relating to the status of the domestic corporation, Saag Phils., Inc., vis-à-vis Saag Pte. Ltd.; and the authority of petitioner to act on behalf of the domestic corporation, the determination of which will have a direct bearing on the criminal case. The law recognizes that, in place of the SEC, the regular courts now have the legal competence to decide intra-corporate disputes.	Omictin v. Court of Appeals,	148004	January 22, 2007	https://wpd.cdasiaonline.com/jurisprudences/4268?s_params=4ykbYvcnp_UJxskpLUxL
36	Intra-Corporate Disputes	Illegal dismissal cases are not intra-corporate disputes	Based on this provision, the NLRC has jurisdiction over the illegal dismissal case filed by Gilles. Contrary to the stance of SKI, the case is not an intra-corporate dispute but a labor controversy. Gilles sought reinstatement; he wanted to recover his position as Principal Engineer of SKI. He also prayed for backwages, moral damages, and attorney's fees.	Gilles v. Court of Appeals	149273	June 5, 2009	https://wpd.cdasiaonline.com/jurisprudences/51858?s_params=U-to6E_vhxgWGwoy1kvx
37	Intra-Corporate Disputes	The (1) relationship of the parties and (2) nature of the controversy are the two tests considered in determining whether jurisdiction is intra-corporate	In the present recourse, it is clear that the private respondent's complaint in the RTC is not an intra-corporate case. For one thing, the private respondent has never been a stockholder of Leslim, or of Speed for that matter.	Speed Distributing Corp. v. Court of Appeals	149351	March 17, 2004	https://wpd.cdasiaonline.com/jurisprudences/8401?s_params=u5jtUW119Ana1cR4VdXN
38	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	Under the Interim Rules of Procedure on Corporate Rehabilitation, a claim shall include all claims or demands of whatever nature or character against a debtor or its property, whether for money or otherwise. The definition is all-encompassing as it refers to all actions whether for money or otherwise. There are no distinctions or exemptions. Prior to the promulgation of the Interim Rules of Procedure on Corporate Rehabilitation, this Court construed claim as referring only to debts or demands pecuniary in nature.	Philippine Airlines, Inc. v. Court of Appeals	150592	January 20, 2009	https://wpd.cdasiaonline.com/jurisprudences/51324?s_params=9WZHPeyMVs6ziRWy1yyy
39	Intra-Corporate Disputes	Under the Securities Regulation Code, intra-corporate disputes are now under the jurisdiction of the Regional Trial Courts	Pursuant to the law transferring jurisdiction of the SEC over intra-corporate controversies to the RTC, the latter validly exercised its jurisdiction over the case. As long as the trial court acted with jurisdiction, any error committed by it in the exercise thereof amounts to nothing more than an error of judgment.	Chan v. Chan	150746	October 15, 2008	https://wpd.cdasiaonline.com/jurisprudences/51001?s_params=_nnt2sJWcNbd8BFKS4BZ
40	Board of Directors/Trustees/Officers	All corporate powers of a corporation shall be exercised by its Board of Directors	In a slew of cases, however, we have recognized the authority of some corporate officers to sign the verification and certification against forum shopping: In sum, we have held that the following officials or employees of the company can sign the verification and certification without need of a board resolution: (1) the Chairperson of the Board of Directors, (2) the President of a corporation, (3) the General Manager or Acting General Manager, (4) Personnel Officer, and (5) an Employment Specialist in a labor case.	Cagayan Valley Drug Corp. v. Commissioner of Internal Revenue	151413	February 13, 2008	https://wpd.cdasiaonline.com/jurisprudences/42205?s_params=9rHxq6CDNj9ZTawmypGr
41	Corporate Rehabilitation	A corporation's rehabilitation plan need not be approved by affirmative vote of 2/3 of the outstanding stock	Nowhere in the aforequoted paragraph can it be inferred that an affirmative vote of stockholders representing at least two-thirds (2/3) of the outstanding stock is invariably necessary for the filing of a petition for rehabilitation regardless of the corporate action that the plan envisions. Just to the contrary, it only requires in the filing of the petition that the corporate actions therein proposed have been duly approved or consented to by the directors and stockholders "in consonance with existing laws."	Chas Realty and Development Corp. v. Talavera	151925	February 6, 2003	https://wpd.cdasiaonline.com/jurisprudences/7801?s_params=k_q3C7kA1H6pX-nZjQyJ
42	Powers and Liabilities of Corporations	Every corporation incorporated under this Code has the power and capacity to sue and be sued in its corporate name	When a state or international agency wishes to plead sovereign or diplomatic immunity in a foreign court, it requests the Foreign Office of the state where it is sued to convey to the court that said defendant is entitled to immunity.	Deutsche Gesellschaft Für Technische Zusammenarbeit v. Court of Appeals	152318	April 16, 2009	https://wpd.cdasiaonline.com/jurisprudences/51646?s_params=-z5gsx76sbxNzu2ZR_kx
43	Dissolution	The Securities and Exchange Commission (SEC) has jurisdiction to order a corporation's dissolution but the trial court has jurisdiction over its liquidation	While the SEC has jurisdiction to order the dissolution of a corporation, jurisdiction over the liquidation of the corporation now pertains to the appropriate regional trial courts. This is the reason why the SEC, in its 29 November 2000 Omnibus Order, directed that "the proceedings on and implementation of the order of liquidation be commenced at the Regional Trial Court to which this case shall be transferred." This is the correct procedure because the liquidation of a corporation requires the settlement of claims for and against the corporation, which clearly falls under the jurisdiction of the regular courts.	Consuelo Metal Corp. v. Planters Development Bank	152580	June 26, 2008	https://wpd.cdasiaonline.com/jurisprudences/50825?s_params=7GWs6Syj86ZR14vWQxjQ
44	Powers and Liabilities of Corporations	The board of directors of a stock corporation may declare dividends out of the unrestricted retained earnings which shall be payable in cash, in property, or in stock	Dividends, regardless of the form these are declared, that is, cash, property or stocks, are valued at the amount of the declared dividend taken from the unrestricted retained earnings of a corporation. Thus, the value of the declaration in the case of a stock dividend is the actual value of the original issuance of said stocks.	Phiippine Long Distance Telephone Co. v. National Telecommunications Commission	152685	December 4, 2007	https://wpd.cdasiaonline.com/jurisprudences/4718?s_params=2qebgUs9hAMAJJd7ePQD
45	Board of Directors/Trustees/Officers	Any vacancy occurring in the board of directors or trustees may be filled by the vote of at least a majority of the remaining directors or trustees, if still constituting a quorum	While a majority of the remaining corporate members were present, however, the "election" of the four trustees cannot be legally upheld for the obvious reason that it was held in an annual meeting of the members, not of the board of trustees. We are not unmindful of the fact that the members of GCHS themselves also constitute the trustees, but we cannot ignore the GCHS bylaw provision, which specifically prescribes that vacancies in the board must be filled up by the remaining trustees. In other words, these remaining member-trustees must sit as a board in order to validly elect the new ones.	Tan v. Sycip	153468	August 17, 2006	https://wpd.cdasiaonline.com/jurisprudences/10647?s_params=eT-ZdR2FP5VUcJNnywcA
46	Meetings	In determining a quorum, only actual, living members with voting rights shall be counted	For stock corporations, the "quorum" referred to in Section 52 of the Corporation Code is based on the number of outstanding voting stocks. For nonstock corporations, only those who are actual, living members with voting rights shall be counted in determining the existence of a quorum during members' meetings. Dead members shall not be counted.	Tan v. Sycip	153468	August 17, 2006	https://wpd.cdasiaonline.com/jurisprudences/10647?s_params=eT-ZdR2FP5VUcJNnywcA
47	Members	Termination of membership in non-stock corporation must be done in accordance with the manner and cases provided in the articles and by-laws	Membership in and all rights arising from a nonstock corporation are personal and non-transferable, unless the articles of incorporation or the bylaws of the corporation provide otherwise. In other words, the determination of whether or not "dead members" are entitled to exercise their voting rights (through their executor or administrator), depends on those articles of incorporation or bylaws. Under the By-Laws of GCHS, membership in the corporation shall, among others, be terminated by the death of the member. Section 91 of the Corporation Code further provides that termination extinguishes all the rights of a member of the corporation, unless otherwise provided in the articles of incorporation or the bylaws.	Tan v. Sycip	153468	August 17, 2006	https://wpd.cdasiaonline.com/jurisprudences/10647?s_params=eT-ZdR2FP5VUcJNnywcA
48	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	At the time the SEC issued its suspension Order of December 28, 1994, the proceedings before the Labor Arbiter were still very much pending. As such, no final and executory decision could have validly emanated therefrom. Like the CA, we do not see any reason why the doctrine of stare decisis will not apply to this case.	Lingkod Manggagawa sa Rubberworld v. Rubberworld	153882	January 29, 2007	https://wpd.cdasiaonline.com/jurisprudences/4162?s_params=aUFYDXTzwfQFyWfaJsTD
49	Cases Involving the Securities and Exchange Commission	The Securities and Exchange Commission (SEC) may issue a cease and desist order upon compliance with the following requirements: (1) it must conduct proper investigation or verification; and (2) there must be a finding that such act or practice, unless restrained will operate as fraud or cause grave or irreparable injury to the investing public	There are two essential requirements that must be complied with by the SEC before it may issue a cease and desist order: First, it must conduct proper investigation or verification; and Second, there must be a finding that the act or practice, unless restrained, will operate as a fraud on investors or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public. Here, the first requirement is not present. Petitioner did not conduct proper investigation or verification before it issued the challenged orders. The clarificatory conference undertaken by petitioner regarding respondent's business operations cannot be considered a proper investigation or verification process to justify the issuance of the Cease and Desist Order. It was merely an initial stage of such process, considering that after it issued the said order following the clarificatory conference, petitioner still sought verification from the BSP on the nature of respondent's business activity.	Securities and Exchange Commission v. Performance Foreign Exchange Corp.	154131	July 20, 2006	https://wpd.cdasiaonline.com/jurisprudences/10621?s_params=_Cm7KXyWU-NKn6MB4vZW
50	Foreign Corporations	A foreign corporation has no legal capacity to sue in the Philippine courts if it is a foreign corporation doing business here without license	A foreign corporation without a license is not ipso facto incapacitated from bringing an action in Philippine courts. A license is necessary only if a foreign corporation is “transacting” or “doing business” in the country.	Agilent Technologies Singapore v. Integrated Silicon Technology Phil. Corp.	154618	April 14, 2004	https://wpd.cdasiaonline.com/jurisprudences/8341?s_params=LLr5TgyQs8zZYNZbDSxJ
51	Foreign Corporations	A foreign corporation has no legal capacity to sue in the Philippine courts if it is a foreign corporation doing business here without license	The principles regarding the right of a foreign corporation to bring suit in Philippine courts may thus be condensed in four statements: (1) if a foreign corporation does business in the Philippines without a license, it cannot sue before the Philippine courts; (2) if a foreign corporation is not doing business in the Philippines, it needs no license to sue before Philippine courts on an isolated transaction or on a cause of action entirely independent of any business transaction; (3) if a foreign corporation does business in the Philippines without a license, a Philippine citizen or entity which has contracted with said corporation may be estopped from challenging the foreign corporation’s corporate personality in a suit brought before Philippine courts; and (4) if a foreign corporation does business in the Philippines with the required license, it can sue before Philippine courts on any transaction.	Agilent Technologies Singapore v. Integrated Silicon Technology Phil. Corp.	154618	April 14, 2004	https://wpd.cdasiaonline.com/jurisprudences/8341?s_params=LLr5TgyQs8zZYNZbDSxJ
52	Foreign Corporations	"Doing business" in the Philippines implies a continuity of commercial dealings	Jurisprudence has it, however, that the term “implies a continuity of commercial dealings and arrangements, and contemplates, to that extent, the performance of acts or works or the exercise of some of the functions normally incident to or in progressive prosecution of the purpose and subject of its organization.	Agilent Technologies Singapore v. Integrated Silicon Technology Phil. Corp.	154618	April 14, 2004	https://wpd.cdasiaonline.com/jurisprudences/8341?s_params=LLr5TgyQs8zZYNZbDSxJ
53	Incorporation and Organization of Private Corporations	To avail of the extraordinary remedy of piercing the veil of corporate fiction, there must be proof that the corporation is being used as a cloak or cover for fraud or illegality, or to work injustice	To warrant resort to the extraordinary remedy of piercing the veil of corporate fiction, there must be proof that the corporation is being used as a cloak or cover for fraud or illegality, or to work injustice, and the petitioners have failed to prove that Ellice and Margo were being used thus. They have not presented any evidence to show how the separate juridical entities of Ellice and Margo were used by the respondents to commit fraudulent, illegal or unjust acts.	Gala v. Ellice Agro-Industrial Corp.	156819	December 11, 2003	https://wpd.cdasiaonline.com/jurisprudences/7701?s_params=t8YQqhZt4dysQee5GcSt
54	Miscellaneous Provisions	Violations of provisions of the Corporation Code the same may be brought in appropriate proceedings before the Securities and Exchange Commission	The petitioners' allegation that Ellice and Margo were run without any of the typical corporate formalities, even if true, would not merit the grant of any of the relief set forth in their prayer. We cannot disregard the corporate entities of Ellice and Margo on this ground. At most, such allegations, if proven to be true, should be addressed in an administrative case before the SEC.	Gala v. Ellice Agro-Industrial Corp.	156819	December 11, 2003	https://wpd.cdasiaonline.com/jurisprudences/7701?s_params=t8YQqhZt4dysQee5GcSt
55	Intra-Corporate Disputes	The removal of an officer is an intra-corporate dispute under the original and exclusive jurisdiction of the Securities and Exchange Commission (SEC), now the trial courts, and not the National Labor Relations Commission (NLRC)	Conformably with Section 25, a position must be expressly mentioned in the By-Laws in order to be considered as a corporate office. Thus, the creation of an office pursuant to or under a By-Law enabling provision is not enough to make a position a corporate office. Guerrea v. Lezama, the first ruling on the matter, held that the only officers of a corporation were those given that character either by the Corporation Code or by the By-Laws; the rest of the corporate officers could be considered only as employees or subordinate officials. The criteria for distinguishing between corporate officers who may be ousted from office at will, on one hand, and ordinary corporate employees who may only be terminated for just cause, on the other hand, do not depend on the nature of the services performed, but on the manner of creation of the office. In the respondent's case, he was supposedly at once an employee, a stockholder, and a Director of Matling. The circumstances surrounding his appointment to office must be fully considered to determine whether the dismissal constituted an intra-corporate controversy or a labor termination dispute.	Matling Industrial and Commercial Corporation v. Coros	157802	October 13, 2010	https://wpd.cdasiaonline.com/jurisprudences/53809?s_params=PEDLDaTzk2GpsMMfET1_
56	General Provisions	Rights, privileges or restrictions on shares of stock should be stated in the articles of incorporation and by laws and comply with due process and substantive law	Membership in non-stock corporations is a voluntary arrangement, and that the member who signs up is bound to adhere to what the articles of incorporation or the by-laws provide, even if provisions are detrimental to the interest of the member. At the same time, in the absence of a satisfactory procedure under the articles of incorporation or the by-laws that affords a member the opportunity to defend against the deprivation of significant property rights in accordance with substantial justice, the terms of the by-laws or articles of incorporation will not suffice. There will be need in such case to refer to substantive law.	Valley Golf & Country Club, Inc. v. Vda. de Caram	158805	April 16, 2009	https://wpd.cdasiaonline.com/jurisprudences/51664?s_params=qf9oWR-1fVe6DNfeawSR
57	Stocks and Stockholders	Sec. 67 of Corporation Code applies to unpaid subscriptions on shares of stock in a stock corporation	The procedure under Section 67 of the Corporation Code for the stock corporation's recourse on unpaid subscriptions is inapt to a non-stock corporation vis-à-vis a member's outstanding dues. The basic factual backdrops in the two situations are disperate. In the latter, the member has fully paid for his membership share, while in the former, the stockholder has not yet fully paid for the share or shares of stock he subscribed to, thereby authorizing the stock corporation to call on the unpaid subscription, declare the shares delinquent and subject the delinquent shares to a sale at public auction.	Valley Golf & Country Club, Inc. v. Vda. de Caram	158805	April 16, 2009	https://wpd.cdasiaonline.com/jurisprudences/51664?s_params=qf9oWR-1fVe6DNfeawSR
58	Members	Termination of membership in non-stock corporation must be done in accordance with the manner and cases provided in the articles and by-laws	A distinction should be made between membership in a religious corporation, which ordinarily does not involve the purchase of ownership shares, and membership in a non-stock corporation such as Valley Golf, where the purchase of an ownership share is a condition sine qua non. Membership in Valley Golf entails the acquisition of a property right.When the loss of membership in a non-stock corporation also entails the loss of property rights, the manner of deprivation of such property right should also be in accordance with the provisions of the Civil Code.	Valley Golf & Country Club, Inc. v. Vda. de Caram	158805	April 16, 2009	https://wpd.cdasiaonline.com/jurisprudences/51664?s_params=qf9oWR-1fVe6DNfeawSR
59	Special Corporations	Termination of membership in non-stock corporation must be done in accordance with the manner and cases provided in the articles and by-laws	A distinction should be made between membership in a religious corporation, which ordinarily does not involve the purchase of ownership shares, and membership in a non-stock corporation such as Valley Golf, where the purchase of an ownership share is a condition sine qua non. Membership in Valley Golf entails the acquisition of a property right.When the loss of membership in a non-stock corporation also entails the loss of property rights, the manner of deprivation of such property right should also be in accordance with the provisions of the Civil Code.	Valley Golf & Country Club, Inc. v. Vda. de Caram	158805	April 16, 2009	https://wpd.cdasiaonline.com/jurisprudences/51664?s_params=qf9oWR-1fVe6DNfeawSR
60	Intra-Corporate Disputes	The removal of an officer is an intra-corporate dispute under the original and exclusive jurisdiction of the Securities and Exchange Commission (SEC), now the trial courts, and not the National Labor Relations Commission (NLRC)	Clearly, from the documents submitted by respondents, petitioner was a director and officer of Slimmers World. The charges of illegal suspension, illegal dismissal, unpaid commissions, reinstatement and back wages imputed by petitioner against respondents fall squarely within the ambit of intra-corporate disputes. In a number of cases, 17 we have held that a corporate officer's dismissal is always a corporate act, or an intra-corporate controversy which arises between a stockholder and a corporation. The question of remuneration involving a stockholder and officer, not a mere employee, is not a simple labor problem but a matter that comes within the area of corporate affairs and management and is a corporate controversy in contemplation of the Corporation Code.	Okol v. Slimmers World International	160146	December 11, 2009	https://wpd.cdasiaonline.com/jurisprudences/52634?s_params=C96Q5sinRt2xpLG4pQxk
61	Board of Directors/Trustees/Officers	Directors and trustees are jointly and severally liable with the corporation in cases under Sec. 31 of the Corporation Code	Directors or trustees who willfully and knowingly vote for or assent to patently unlawful acts of the corporation or who are guilty of gross negligence or bad faith in directing the affairs of the corporation or acquire any personal or pecuniary interest in conflict with their duty as such directors, or trustees shall be liable jointly and severally for all damages resulting therefrom suffered by the corporation, its stockholders or members and other persons.	Cebu Country Club, Inc. v. Elizagaque	160273	January 18, 2008	https://wpd.cdasiaonline.com/jurisprudences/42282?s_params=-EdsiQ1XsiBuKn4o-3B9
62	Corporate Rehabilitation	The Interim Rules of Procedure on Corporate Rehabilitation does not enjoin the enforcement of all claims against guarantors and sureties	Sec. 6(b) of Rule 4 of the Interim Rules does not enjoin the enforcement of all claims against guarantors and sureties, but only those claims against guarantors and sureties who are not solidarily liable with the debtor. Respondent Maynilad's claim that the banks are not solidarily liable with the debtor does not find support in jurisprudence.	Metropolitan Waterworks and Sewerage System v. Daway	160732	June 21, 2004	https://wpd.cdasiaonline.com/jurisprudences/9069?s_params=rMNU5BC-iDP9isxFs6n8
63	Corporate Rehabilitation	The rehabilitation court may dismiss a rehabilitation plan if rehabilitation is not viable or feasible	Both the SEC and the CA had reasonable basis in deciding to terminate the rehabilitation proceedings of SJTC because of the lack of certainty that the logging ban would, in fact, be lifted. It is clear from the records that the proposed rehabilitation plan of the petitioners would depend entirely on the lifting of the logging ban either by the lifting of the moratorium on logging activities in Samar issued by the DENR, or by the enactment of a law on selective logging. Such lifting of the logging ban is indispensable to the rehabilitation of SJTC. On August 15, 2005, however, an event supervened. With the lifting of the logging moratorium in Samar, an indispensable element for the possible rehabilitation of SJTC has been made a reality.	San Jose Timber Corp. v. Securities and Exchange Commission	162196	February 27, 2012	https://wpd.cdasiaonline.com/jurisprudences/55386?s_params=6_fS4ytyFzch9Mx64WH3
64	Corporate Rehabilitation	The Interim Rules of Procedure on Corporate Rehabilitation is not unconstitutional	The challenge on the constitutionality of the Interim Rules is a new and belated theory that we should not even entertain. It was not raised before the CA. Well settled is the rule that issues not previously ventilated cannot be raised for the first time on appeal. Relatedly, the constitutional question was not raised at the earliest opportunity.	Bank of the Philippine Islands v. Shemberg Biotech Corp.	162291	August 11, 2010	https://wpd.cdasiaonline.com/jurisprudences/53511?s_params=jAcEKfM59cEi23s2DTFL
65	Cases Involving the Securities and Exchange Commission	Memorandum orders or circulars of the Securities and Exchange Commission fixing rates should be published in the Official Gazette or newspaper of general circulation to be valid	However, we agree with the Court of Appeals that the questioned memorandum circular is invalid as it does not appear from the records that it has been published in the Official Gazette or in a newspaper of general circulation. Executive Order No. 200, which repealed Art. 2 of the Civil Code, provides that "laws shall take effect after fifteen days following the completion of their publication either in the Official Gazette or in a newspaper of general circulation in the Philippines, unless it is otherwise provided".	Securities and Exchange Commission v. GMA Network, Inc.	164026	December 23, 2008	https://wpd.cdasiaonline.com/jurisprudences/51267?s_params=Lz6zfdGSxanmGsbxZzvh
66	Cases Involving the Securities and Exchange Commission	The Securities and Exchange Commission (SEC) may issue a cease and desist order upon compliance with the following requirements: (1) it must conduct proper investigation or verification; and (2) there must be a finding that such act or practice, unless restrained will operate as fraud or cause grave or irreparable injury to the investing public	The records reveal that public respondent SEC properly examined petitioner's business operations when it (1) called into conference three of petitioner's incorporators, (2) requested information from the incorporators regarding the nature of petitioner's business operations, (3) asked them to submit documents pertinent thereto, and (4) visited petitioner's business premises and gathered information thereat. All these were done before the CDO was issued by the public respondent SEC. Trite to state, a formal trial or hearing is not necessary to comply with the requirements of due process. Its essence is simply the opportunity to explain one's position. Public respondent SEC abundantly allowed petitioner to prove its side.	Power Homes Unlimited Corp. v. Securities and Exchange Commission	164182	February 26, 2008	https://wpd.cdasiaonline.com/jurisprudences/42222?s_params=vDmouTsNEzERDPyZyq9X
67	Merger and Consolidation	The Corporation Code does not mandate the absorption of the employees of the non-surviving corporation in case of a merger	In the absence of such a provision in the articles of merger, then BPI clearly had the business management decision as to whether or not employ FEBTC's employees. FEBTC employees likewise retained the prerogative to allow themselves to be absorbed or not; otherwise, that would be tantamount to involuntary servitude.	Bank of the Philippine Islands v. BPI Employees Union-Davao Chapter-Federation of Unions in BPI Unibank	164301	August 10, 2010	https://wpd.cdasiaonline.com/jurisprudences/53592?s_params=GEquZeD6uNVETjqGvPDb
68	Merger and Consolidation	A merger only becomes effective upon approval by the Securities and Exchange Commission (SEC) of the plan of merger	Even though BPI steps into the shoes of FEBTC as the surviving corporation, BPI does so at a particular point in time, i.e., the effectivity of the merger upon the SEC's issuance of a certificate of merger.	Bank of the Philippine Islands v. BPI Employees Union-Davao Chapter-Federation of Unions in BPI Unibank	164301	August 10, 2010	https://wpd.cdasiaonline.com/jurisprudences/53592?s_params=GEquZeD6uNVETjqGvPDb
69	Merger and Consolidation	In a merger, the surviving corporation is bound by the employment contracts entered into by the absorbed corporation	It is more in keeping with the dictates of social justice and the State policy of according full protection to labor to deem employment contracts as automatically assumed by the surviving corporation in a merger, even in the absence of an express stipulation in the articles of merger or the merger plan.	Bank of the Philippine Islands v. BPI Employees Union-Davao Chapter-Federation of Unions in BPI Unibank	164301	October 11, 2011	https://wpd.cdasiaonline.com/jurisprudences/55005?s_params=GEquZeD6uNVETjqGvPDb
70	Cases Involving the Securities and Exchange Commission	Factual findings of administrative agencies like the Securities and Exchange Commission (SEC) are accorded finality when supported by substantial evidence	The rule is well-entrenched in this jurisdiction that the interpretation given to a rule or regulation by those charged with its execution is entitled to the greatest weight by the courts construing such rule or regulation. While this Court has consistently yielded and accorded great respect to such doctrine, it will not hesitate to set aside an executive interpretation if there is an error of law, abuse of power, lack of jurisdiction or grave abuse of discretion clearly conflicting with the letter and spirit of the law.	Securities and Exchange Commission v. PICOP Resources, Inc.	164314	September 26, 2008	https://wpd.cdasiaonline.com/jurisprudences/50898?s_params=yoCLYc-YFLqsEyYxgjTx
71	Corporate Rehabilitation	A rehabilitation case is a special proceeding and does not interfere with a civil action in the trial court	There is no interference by one co-equal court with another when the case filed in one involves corporate rehabilitation and suspension of extrajudicial foreclosure in the other.	Rombe Eximtrade (Phils.), Inc. v. Asiatrust Development Bank	164479	February 13, 2008	https://wpd.cdasiaonline.com/jurisprudences/42410?s_params=FADNiLV8ZDcChbHaZe5a
72	Corporate Rehabilitation	The approval of a Rehabilitation Plan involving dacion en pago or restructuring of debts program does not violate the non-impairment of contracts clause in the Constitution	The Court reiterates that the SEC's approval of the Rehabilitation Plan did not impair BPI's right to contract. As correctly contended by private respondents, the non-impairment clause is a limit on the exercise of legislative power and not of judicial or quasi-judicial power. Besides, the mere fact that the Rehabilitation Plan proposes a dacion en pago approach does not render it defective on the ground of impairment of the right to contract.	Bank of the Philippine Islands v. Securities and Exchange Commission	164641	December 20, 2007	https://wpd.cdasiaonline.com/jurisprudences/5199?s_params=EVFLJweoTS-7o3zsD5Pw
73	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	Case law recognizes that unless there is a restraining order, the implementation of the order of reinstatement is ministerial and mandatory. This injunction or suspension of claims by legislative fiat partakes of the nature of a restraining order that constitutes a legal justification for respondent's non-compliance with the reinstatement order. Respondent's failure to exercise the alternative options of actual reinstatement and payroll reinstatement was thus justified.	Garcia v. Philippine Airlines, Inc.	164856	January 20, 2009	https://wpd.cdasiaonline.com/jurisprudences/51327?s_params=snRNyxF_rFzzhtgfhqaf
74	Corporate Rehabilitation	The Interim Rules of Procedure on Corporate Rehabilitation allows for an appointment of a management committee or rehabilitation receiver under very specific circumstances availing under the rule	In the present case, petitioners failed to make a strong showing that there was an imminent danger of dissipation, loss, wastage or destruction of assets or other properties of respondent corporation and paralysis of its business operations which may be prejudicial to the interest of the parties-litigants, petitioners, or the general public. The RTC thus committed grave abuse of its discretion amounting to excess of jurisdiction in creating a management committee and the subsequent appointment of a comptroller.	Sy Chim v. Sy Siy Ho & Sons, Inc.	164958	January 27, 2006	https://wpd.cdasiaonline.com/jurisprudences/10478?s_params=y_JM2DhsEURT9zBGx8u5
75	Corporate Rehabilitation	A corporation which no longer has sufficient assets or properties to continue with its operations and answer for its liabilities is not eligible for corporate rehabilitation	The CA was correct in upholding the RTC's dismissal of the petition for rehabilitation in view of the fact that the titles to petitioner's properties have already passed on to respondent bank and petitioner has no more assets to speak of, specially since petitioner does not dispute the fact that the properties which were foreclosed by respondent bank comprise the bulk, if not the entirety, of its assets.	New Frontier Sugar Corporation v. Regional Trial Court, Br. 39, Iloilo City	165001	January 31, 2007	https://wpd.cdasiaonline.com/jurisprudences/4161?s_params=h1eZHouGPJpryoHpFkak
76	Corporate Rehabilitation	The pendency of the rehabilitation proceedings does not affect the Court's jurisdiction to resolve the case, but merely suspends the execution of the Decision	A stay order simply suspends all actions for claims against a corporation undergoing rehabilitation; it does not work to oust a court of its jurisdiction over a case properly filed before it. Our ruling on the principal issue of the case — that de Castro had been illegally dismissed from his employment with LBNI — thus stands. Nevertheless, with LBNI's manifestation that it is still undergoing rehabilitation, the Court resolves to suspend the execution of our September 23, 2008 Decision.	De Castro v. Liberty Broadcasting Network, Inc., (Resolution)	165153	August 25, 2010	https://wpd.cdasiaonline.com/jurisprudences/53696?s_params=indMd7Xic5yRJd-UgiMW
77	Cases Involving the Securities and Exchange Commission	The Securities and Exchange Commission (SEC) shall retain jurisdiction over pending cases where no further proceedings are required for their final decision	Simply put, the reckoning point to determine whether a case is retained with the SEC for being a "pending case submitted for final resolution" is R.A. No. 8799's date of effectivity. Otherwise, it would be revolting to the common sense to direct the SEC to resolve said cases within one year from the enactment of the Code. Having retained its jurisdiction over the instant case pursuant to Section 5.2 of R.A. No. 8799, the SEC must be deemed to have the power to execute its subject decision. A long standing doctrine is that the tribunal which rendered the decision or award has a general supervisory control over the process of its execution, and this includes the power to determine every question of fact and law which may be involved in the execution.	Union Bank of the Philippines v. Securities and Exchange Commission	165382	August 17, 2006	https://wpd.cdasiaonline.com/jurisprudences/9642?s_params=5zBzv97oKcAEzD9Zrkup
78	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	Jurisprudence is settled that the suspension of proceedings referred to in the law uniformly applies to "all actions for claims" filed against a corporation, partnership or association under management or receivership, without distinction, except only those expenses incurred in the ordinary course of business.	Molina v. Pacific Plans, Inc., (Resolution)	165476	August 15, 2011	https://wpd.cdasiaonline.com/jurisprudences/54855?s_params=De2xyBsU_KEnhU2yo2zR
79	Cases Involving the Securities and Exchange Commission	The rules of procedure in the Securities and Exchange Commission show that proceedings are summary in nature	The appellate court correctly ruled that petitioners were given the opportunity to be heard. They filed their Comment/Opposition and a petition for review before the SEC en banc. Due process is satisfied when the parties are afforded fair and reasonable opportunity to explain their side of the controversy or an opportunity to move for a reconsideration of the action or ruling complained of. Also, the SEC en banc is not required to come up with its own findings since findings of the Hearing Officer shall remain undisturbed unless the SEC en banc finds manifest errors. Sec. 16-7 of the Rules also states that proceedings before the SEC en banc shall be summary in nature.	Philippine National Bank v. Court of Appeals	165571	January 20, 2009	https://wpd.cdasiaonline.com/jurisprudences/51319?s_params=m7Nf8o3u9sR6gEUTd8p1
80	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	The purpose for the suspension of the proceedings is to prevent a creditor from obtaining an advantage or preference over another and to protect and preserve the rights of party litigants as well as the interest of the investing public or creditors. Such suspension is intended to give enough breathing space for the management committee or rehabilitation receiver to make the business viable again, without having to divert attention and resources to litigations in various fora.	Spouses Sobrejuanite v. ASB Development Corp.	165675	September 30, 2005	https://wpd.cdasiaonline.com/jurisprudences/1390?s_params=SyA9zxFrTiM85qD_eAxo
81	Intra-Corporate Disputes	P.D. No. 902-A enumerates the cases over which the SEC (now the RTC acting as a special commercial court) exercises exclusive jurisdiction	The allegations set forth in Rodrigo's complaint principally invoke Section 5, paragraphs (a) and (b) above as basis for the exercise of the RTC's special court jurisdiction. Our focus in examining the allegations of the complaint shall therefore be on these two provisions.	Reyes v. Regional Trial Court of Makati, Branch 142	165744	August 11, 2008	https://wpd.cdasiaonline.com/jurisprudences/50389?s_params=3ri7NePRp8nJCu9Yb9zm
82	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	The suspension of action for claims against a corporation under rehabilitation receiver or management committee embraces all phases of the suit, be it before the trial court or any tribunal or before this Court. Furthermore, the actions that are suspended cover all claims against a distressed corporation whether for damages founded on a breach of contract of carriage, labor cases, collection suits or any other claims of a pecuniary nature.	Philippine Airlines, Inc. v. Zamora, (Resolution)	166996	February 6, 2007	https://wpd.cdasiaonline.com/jurisprudences/4572?s_params=6Tan1dm6CW5gb8j6WjVy
83	Intra-Corporate Disputes	The Securities and Exchange Commission (SEC) has jurisdiction to cancel a stock and transfer book (STB) erroneously registered	Considering that the SEC, after due notice and hearing, has the regulatory power to revoke the corporate franchise — from which a corporation owes its legal existence — the SEC must likewise have the lesser power of merely recalling and canceling a STB that was erroneously registered.	Provident International Resources Corp. v. Venus	167041	June 17, 2008	https://wpd.cdasiaonline.com/jurisprudences/50316?s_params=MS5aB1i2x3Di9xjae1KR
84	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	The date when the claim arose, or when the action is filed, is of no moment. As long as the corporation is under a management committee or a rehabilitation receiver, all actions for claims against it — for money or otherwise — must yield to the greater imperative of corporate rehabilitation, excepting only, as already mentioned, claims for payment of obligations incurred by the corporation in the ordinary course of business. Enforcement of writs of execution issued by judicial or quasi-judicial tribunals, since such writs emanate from "actions for claims", must, likewise, be suspended.	Malayan Insurance Co., Inc. v. Victorias Milling Co., Inc.	167768	April 17, 2009	https://wpd.cdasiaonline.com/jurisprudences/51822?s_params=385ttsWdR7m1MXdeaUwY
85	Foreign Corporations	To be doing or "transacting business in the Philippines" for purposes of Section 133 of the Corporation Code, the foreign corporation must actually transact business in the Philippines, to perform specific business transactions within the Philippine territory on a continuing basis in its own name and for its own account	In the present case, petitioner is a foreign company merely importing molasses from a Philippine exporter. A foreign company that merely imports goods from a Philippine exporter, without opening an office or appointing an agent in the Philippines, is not doing business in the Philippines.	Cargill, Inc. v. Intra Strata Assurance Corp.	168266	March 15, 2010	https://wpd.cdasiaonline.com/jurisprudences/53009?s_params=soMBs2MoJ1i29v41KWSo
86	Foreign Corporations	A foreign corporation has no legal capacity to sue in the Philippine courts if it is a foreign corporation doing business here without license	A foreign corporation not licensed to do business in the Philippines is not absolutely incapacitated from filing a suit in local courts. Only when that foreign corporation is "transacting" or "doing business" in the country will a license be necessary before it can institute suits. It may, however, bring suits on isolated business transactions, which is not prohibited under Philippine law. Thus, this Court has held that a foreign insurance company may sue in Philippine courts upon the marine insurance policies issued by it abroad to cover international-bound cargoes shipped by a Philippine carrier, even if it has no license to do business in this country. It is the act of engaging in business without the prescribed license, and not the lack of license per se, which bars a foreign corporation from access to our courts.	Aboitiz Shipping Corporation v. Insurance Company of North America	168402	August 6, 2008	https://wpd.cdasiaonline.com/jurisprudences/50481?s_params=Xcy4TVR11oSs4VYST6uG
87	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	The intention of "prevent[ing] a creditor from obtaining an advantage" is applicable in the context of an ongoing receivership. The prevention of a creditor's obtaining an advantage is not an end in itself but further serves the purpose of "giv[ing] enough breathing space for the . . . rehabilitation receiver." Thus, it applies only to corporations under receivership. Plainly, it does not apply to corporations who have sought to put themselves under receivership but, for lack of judicial sanction, have not been put under or are no longer under receivership.	Home Guaranty Corp. v. La Savoie Development Corp.	168616	January 28, 2015	https://wpd.cdasiaonline.com/jurisprudences/60094?s_params=WVxsABStKhkWESRRMryF
88	Intra-Corporate Disputes	The (1) relationship of the parties and (2) nature of the controversy are the two tests considered in determining whether jurisdiction is intra-corporate	An intra-corporate controversy is one which "pertains to any of the following relationships: (1) between the corporation, partnership or association and the public; (2) between the corporation, partnership or association and the State in so far as its franchise, permit or license to operate is concerned; (3) between the corporation, partnership or association and its stockholders, partners, members or officers; and (4) among the stockholders, partners or associates themselves." There is thus no dispute that respondents' complaint in Civil (SEC) Case No. U-14 before the RTC, Branch 48, Urdaneta City involves an intra-corporate controversy, the contending parties being stockholders and officers of a corporation.	Yujuico v. Quiambao	168639	January 29, 2007	https://wpd.cdasiaonline.com/jurisprudences/4702?s_params=zzZBxtTpEX_72nx3TUay
89	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	Applying RCBC v. IAC in this case, since the foreclosure of respondent DNG's mortgage and the issuance of the certificate of sale in petitioner EPCIB's favor were done prior to the appointment of a Rehabilitation Receiver and the Stay Order, all the actions taken with respect to the foreclosed mortgage property which were subsequent to the issuance of the Stay Order were not affected by the Stay Order.	Equitable PCI Bank, Inc. v. DNG Realty and Development Corp.	168672	August 9, 2010	https://wpd.cdasiaonline.com/jurisprudences/53518?s_params=Zi6CsKicVZNswxwn5V1M
90	Intra-Corporate Disputes	Jurisdition over quo warranto cases have been transferred from the Securities and Exchange Commission (SEC) to the trial courts	Actions of quo warranto against persons who usurp an office in a corporation, which were formerly cognizable by the Securities and Exchange Commission under PD 902-A, have been transferred to the courts of general jurisdiction. But, this does not change the fact that Rule 66 of the 1997 Rules of Civil Procedure does not apply to quo warranto cases against persons who usurp an office in a private corporation.	Calleja v. Panday	168696	February 28, 2006	https://wpd.cdasiaonline.com/jurisprudences/10301?s_params=Ls2pFfzgWVMP4BzBGtoG
91	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	The law is clear: upon the creation of a management committee or the appointment of a rehabilitation receiver, all claims for actions "shall be suspended accordingly." No exception in favor of labor claims is mentioned in the law. Since the law makes no distinction or exemptions, neither should this Court.	Tiangco v. Uniwide Sales Warehouse Club, Inc.	168697	December 14, 2009	https://wpd.cdasiaonline.com/jurisprudences/52652?s_params=-Ubeo_Xv4ENhWXMkksRw
92	Intra-Corporate Disputes	The removal of an officer is an intra-corporate dispute under the original and exclusive jurisdiction of the Securities and Exchange Commission (SEC), now the trial courts, and not the National Labor Relations Commission (NLRC)	It has been consistently held that "[a]n 'office' is created by the charter of the corporation and the officer is elected (or appointed) by the directors or stockholders." Clearly here, respondents failed to prove that petitioner was appointed by the board of directors. Thus, we cannot subscribe to their claim that petitioner is a corporate officer. Having said this, we find that there is no intra-corporate relationship between the parties insofar as petitioner's complaint for illegal dismissal is concerned and that same does not satisfy the relationship test.	Real v. Sangu Philippines, Inc.	168757	January 19, 2011	https://wpd.cdasiaonline.com/jurisprudences/54119?s_params=qtronfQHMUZxNBJNhf2M
93	Corporate Books and Records	Shareholders have the right to gain access to and inspect the corporate books, records and financial statements of the corporation	The exercise of these rights may be denied, however, if it is shown that the stockholders have improperly used any information secured through a previous examination or that the demand is purely speculative or merely to satisfy curiosity. These grounds have not been shown to be present in this case.	Dee Ping Wee v. Lee Hiong Wee	169345	August 25, 2010	https://wpd.cdasiaonline.com/jurisprudences/53625?s_params=yreBrguifLnQcSHAywhx
94	Intra-Corporate Disputes	The (1) relationship of the parties and (2) nature of the controversy are the two tests considered in determining whether jurisdiction is intra-corporate	The first element requires that the controversy must arise out of intra-corporate or partnership relations: (a) between any or all of the parties and the corporation, partnership or association of which they are stockholders, members or associates; (b) between any or all of them and the corporation, partnership or association of which they are stockholders, members or associates and (c) between such corporation, partnership or association and the State insofar as it concerns their individual franchises. On the other hand, the second element requires that the dispute among the parties be intrinsically connected with the regulation of the corporation. 15 If the nature of the controversy involves matters that are purely civil in character, necessarily, the case does not involve an intra-corporate controversy. In the case at bar, these elements are not present. The records reveal that petitioners were never officers nor members of CPAI. CPAI itself admitted this in its pleadings.	Atwel v. Concepcion Progressive Association, Inc.	169370	April 14, 2008	https://wpd.cdasiaonline.com/jurisprudences/50441?s_params=ZrsKs64w-5etHvuqVyoA
95	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	Jurisprudence is settled that the suspension of proceedings referred to in the law uniformly applies to "all actions for claims" filed against a corporation, partnership or association under management or receivership, without distinction, except only those expenses incurred in the ordinary course of business. In the oft-cited case of Rubberworld (Phils.), Inc. v. NLRC, the Court noted that aside from the given exception, the law is clear and makes no distinction as to the claims that are suspended once a management committee is created or a rehabilitation receiver is appointed. Since the law makes no distinction or exemptions, neither should this Court.	Castillo v. Uniwide Warehouse Club, Inc.	169725	April 30, 2010	https://wpd.cdasiaonline.com/jurisprudences/53169?s_params=5xzwhBzbEfgG9zTu2T-o
96	Stocks and Stockholders	No transfer of stocks shall be valid, except as between the parties to the transaction, until the transfer is recorded in the books of the corporation	The mere inclusion as shareholder of petitioners in the General Information Sheet of PFSC is insufficient proof that they are shareholders of the company.	Lao v. Lao	170585	October 6, 2008	https://wpd.cdasiaonline.com/jurisprudences/50978?s_params=ays-fqUFnX2e2zK_LPii
97	Intra-Corporate Disputes	Intra-corporate disputes remain even when the corporation is dissolved	The dissolution of the corporation simply prohibits it from continuing its business. However, despite such dissolution, the parties involved in the litigation are still corporate actors. The dissolution does not automatically convert the parties into total strangers or change their intra-corporate relationships. Neither does it change or terminate existing causes of action, which arose because of the corporate ties between the parties. Thus, a cause of action involving an intra-corporate controversy remains and must be filed as an intra-corporate dispute despite the subsequent dissolution of the corporation.	Aguirre II v. FQB+7, Inc.	170770	January 9, 2013	https://wpd.cdasiaonline.com/jurisprudences/56528?s_params=rwBCu5f5Pkz9bynMGEHo
98	General Provisions	Corporation will be deemed a separate legal entity until sufflient reason to the contrary appears	As a general rule, a corporation will be deemed a separate legal entity until sufficient reason to the contrary appears. But the rule is not absolute. A corporation's separate and distinct legal personality may be disregarded and the veil of corporate fiction pierced when the notion of legal entity is used to defeat public convenience, justify wrong, protect fraud, or defend crime.	Siain Enterprises, Inc. v. Cupertino Realty Corp.	170782	June 22, 2009	https://wpd.cdasiaonline.com/jurisprudences/51921?s_params=aMZzavGS8kcr4CeMNfsp
99	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	Petitioners contend that the relationship between a planholder and a pre-need corporation is one of trust and not a debtor-creditor relationship. However, such a relationship has not been properly established by petitioners. This Court is not a trier of facts and cannot rule in this petition on whether the relationship between CAP and the planholders is one of trust, absent a factual finding by the trial court. Nevertheless, even if the relationship is one of trust, there is no provision in the Interim Rules that a claim arising from a trust relationship is excluded from the Stay Order.	Abrera v. Barza	171681	September 11, 2009	https://wpd.cdasiaonline.com/jurisprudences/52395?s_params=4QtRKXTr_LT9JsRNJpxy
100	Intra-Corporate Disputes	The removal of an officer is an intra-corporate dispute under the original and exclusive jurisdiction of the Securities and Exchange Commission (SEC), now the trial courts, and not the National Labor Relations Commission (NLRC)	The initial question is which between the Labor Arbiter or the RTC, has jurisdiction over respondent's dismissal as General Manager of petitioner corporation. Its resolution necessarily entails the determination of whether respondent as General Manager of petitioner corporation is a corporate officer or a mere employee of the latter. A careful perusal of petitioner corporation's by-laws, particularly paragraph 1, Section 1, Article IV, 37 would explicitly reveal that its corporate officers are composed only of: (1) Chairman; (2) President; (3) one or more Vice-President; (4) Treasurer; and (5) Secretary.The position of General Manager was not among those enumerated. With the given circumstances and in conformity with Matling Industrial and Commercial Corporation v. Coros, this Court rules that respondent was not a corporate officer of petitioner corporation because his position as General Manager was not specifically mentioned in the roster of corporate officers in its corporate by-laws. The enabling clause in petitioner corporation's by-laws empowering its Board of Directors to create additional officers, i.e., General Manager, and the alleged subsequent passage of a board resolution to that effect cannot make such position a corporate office.	Marc II Marketing, Inc. v. Joson	171993	December 12, 2011	https://wpd.cdasiaonline.com/jurisprudences/55117?s_params=p_HuRGkHftpZ6s3cwSBE
101	Corporate Rehabilitation	The approval of a Rehabilitation Plan involving dacion en pago or restructuring of debts program does not violate the non-impairment of contracts clause of the Constitution	The terms of the rehabilitation plan unveil that secured creditors like petitioner bank may refuse or reject the dacion en pago arrangements stated in it. It cannot be implemented without petitioner's consent.	China Banking Corporation v. ASB Holdings, Inc.	172192	December 23, 2008	https://wpd.cdasiaonline.com/jurisprudences/51262?s_params=KNSwiSWPM52e2c1FzCqt
102	Corporate Rehabilitation	The Interim Rules of Procedure on Corporate Rehabilitation allows for an appointment of a management committee or rehabilitation receiver under very specific circumstances availing under the rule	The petition for rehabilitation does not allege that there is a clear and imminent danger that petitioner will lose its corporate assets if a receiver is not appointed. In other words, the "serious situation test" laid down by Rizal Commercial Banking Corporation has not been met or at least substantially complied with. Significantly, the Stay Order dated July 13, 2004 issued by the RTC does not state any serious situation affecting petitioner's corporate assets.	Pryce Corp. v. Court of Appeals	172302	February 4, 2008	https://wpd.cdasiaonline.com/jurisprudences/42450?s_params=1vCusDEBAJEKmKz-1ZhV
103	Corporate Rehabilitation	The rehabilitation rules do not require a hearing before the issuance of a stay order	Neither does the Interim Rules require a hearing before the issuance of a stay order. What it requires is an initial hearing before it can give due course to or dismiss a petition. Nevertheless, while the Interim Rules does not require the holding of a hearing before the issuance of a stay order, neither does it prohibit the holding of one. Thus, the trial court has ample discretion to call a hearing when it is not confident that the allegations in the petition are sufficient in form and substance, for so long as this hearing is held within the five (5)-day period from the filing of the petition — the period within which a stay order may issue as provided in the Interim Rules.	Pryce Corp. v. China Banking Corp.	172302	February 18, 2014	https://wpd.cdasiaonline.com/jurisprudences/57993?s_params=szRajMWGs46tJUPtNSYp
104	Intra-Corporate Disputes	Moral damages, exemplary damages, and attorney's fees, awarded as a result of a counterclaim in an intra-corporate case, are not immediately executory	The amended provision expressly exempts awards for moral damages, exemplary damages, and attorney's fees from the rule that decisions and orders in cases covered by the Interim Rules are immediately executory. As can be gleaned from the title of A.M. No. 01-2-04-SC, the amendment of Section 4, Rule 1 of the Interim Rules was crafted precisely to clarify the previous rule that decisions on intra-corporate disputes are immediately executory, by specifically providing for an exception. Thus, the prevailing rule now categorically provides that awards for moral damages, exemplary damages, and attorney's fees in intra-corporate controversies are not immediately executory.	Heirs of Divinagracia v. Ruiz	172508	January 12, 2011	https://wpd.cdasiaonline.com/jurisprudences/54088?s_params=zEi-W44gBCh8VLtxyGDK
105	Corporate Rehabilitation	The trial court has the authority to dismiss a petition for rehabilitation	The trial court has the authority to dismiss a petition for rehabilitation after hearing, or even after due consideration of the pleadings filed before it. This is in accord with the trial court's authority to give due course to the petition or not under Rule 4, 33 Section 9 of the Interim Rules. The trial court, acting in its capacity as a commercial court, has the expertise and knowledge over matters under its jurisdiction and is in a better position to pass judgment thereon. It is no different than that of administrative departments and, as such, its findings of fact are generally accorded respect, if not finality.	China Banking Corp. v. Cebu Printing and Packaging Corp., (642 PHIL 308-327)	172880	August 11, 2010	https://wpd.cdasiaonline.com/jurisprudences/53535?s_params=2szcybTMsZ8JNyRnfCij
106	Board of Directors/Trustees/Officers	Directors and trustees are jointly and severally liable with the corporation in cases under Sec. 31 of the Corporation Code	Directors or trustees who willfully and knowingly vote for or assent to patently unlawful acts of the corporation or who are guilty of gross negligence or bad faith in directing the affairs of the corporation or acquire any personal or pecuniary interest in conflict with their duty as such directors, or trustees shall be liable jointly and severally for all damages resulting therefrom suffered by the corporation, its stockholders or members and other persons.	Magaling v. Ong	173333	August 13, 2008	https://wpd.cdasiaonline.com/jurisprudences/50140?s_params=PFAFRnG9Dx4XtPTf6Wcb
107	Stocks and Stockholders	A director or officer shall be solidarily liable with the stockholder concerned to the corporation for issuance of watered stock	There are times, however, when solidary liabilities may be incurred and the veil of corporate fiction may be pierced. Exceptional circumstances warranting such disregard of a separate personality include When a director or officer has consented to the issuance of watered down stocks or who, having knowledge thereof, did not forthwith file with the corporate secretary his written objection thereto.	Magaling v. Ong	173333	August 13, 2008	https://wpd.cdasiaonline.com/jurisprudences/50140?s_params=PFAFRnG9Dx4XtPTf6Wcb
108	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	The rehabilitation of SIHI and the settlement of claims against the corporation is not a legal ground for the extinction of petitioners' criminal liabilities. There is no reason why criminal proceedings should be suspended during corporate rehabilitation, more so, since the prime purpose of the criminal action is to punish the offender in order to deter him and others from committing the same or similar offense, to isolate him from society, reform and rehabilitate him or, in general, to maintain social order. As correctly observed in Rosario, it would be absurd for one who has engaged in criminal conduct could escape punishment by the mere filing of a petition for rehabilitation by the corporation of which he is an officer.	Panlilio v. Regional Trial Court, Manila	173846	February 2, 2011	https://wpd.cdasiaonline.com/jurisprudences/54200?s_params=p4xahEGA3sAe_1i_4UZK
109	Intra-Corporate Disputes	Jurisdiction over the subject matter is determined by the allegations in the complaint	Jurisdiction over the subject matter is the power to hear and determine cases of the general class to which the proceedings before a court belong. It is conferred by law. The allegations in the complaint and the status or relationship of the parties determine which court has jurisdiction over the nature of an action. The same test applies in ascertaining whether a case involves an intra-corporate controversy. The CA correctly ruled that the RTC has jurisdiction over the present case. Joy Training seeks to nullify the sale of the real properties on the ground that there was no contract of agency between Joy Training and the spouses Johnson. This was beyond the ambit of the SEC's original and exclusive jurisdiction prior to the enactment of Republic Act No. 8799 which only took effect on August 3, 2000. The determination of the existence of a contract of agency and the validity of a contract of sale requires the application of the relevant provisions of the Civil Code.It is a well-settled rule that "[d]isputes concerning the application of the Civil Code are properly cognizable by courts of general jurisdiction.	Yoshizaki v. Joy Training Center of Aurora, Inc.	174978	July 31, 2013	https://wpd.cdasiaonline.com/jurisprudences/57357?s_params=k7ZUpvKg9KB5VJsaWLG4
110	Intra-Corporate Disputes	The (1) relationship of the parties and (2) nature of the controversy are the two tests considered in determining whether jurisdiction is intra-corporate	Relationship alone does not ipso facto make the dispute intra-corporate; the mere existence of an intra-corporate relationship does not always give rise to an intra-corporate controversy. The incidents of that relationship must be considered to ascertain whether the controversy itself is intra-corporate. This is where the controversy test becomes material. Under the controversy test, the dispute must be rooted in the existence of an intra-corporate relationship, and must refer to the enforcement of the parties' correlative rights and obligations under the Corporation Code, as well as the internal and intra-corporate regulatory rules of the corporation, in order to be an intra-corporate dispute. These are essentially determined through the allegations in the complaint which determine the nature of the action. We found from the allegations in the complaint that the respondent did not question the status of the petitioners as members of the association. There were no allegations assailing the petitioners' rights or obligations on the basis of the association's rules and by-laws, or regarding the petitioners' relationships with the association.	Gulfo v. Ancheta	175301	August 15, 2012	https://wpd.cdasiaonline.com/jurisprudences/56057?s_params=AeTtRt8nX9by6mfLiAkK
111	Intra-Corporate Disputes	Jurisdiction over the subject matter is determined by the allegations in the complaint	It is a basic rule that jurisdiction over the subject matter is determined by the allegations in the complaint. It can be gleaned from Mary Joy's allegations in her complaint that her case is principally one for recovery of possession.	Gustilo v. Gustilo III	175497	October 19, 2011	https://wpd.cdasiaonline.com/jurisprudences/55144?s_params=pLzzycok-Xh-bz3KcDpd
112	Corporate Rehabilitation	A rehabilitation plan may be approved even over the opposition of the creditors holding a majority of the corporation's total liabilities if there is a showing that rehabilitation is feasible and the opposition of the creditors is manifestly unreasonable	In this case, the Court finds BPI's opposition on the approved interest rate to be manifestly unreasonable considering that: (a) the 6.75% p.a. interest rate already constitutes a reasonable rate of interest which is concordant with Sarabia's projected rehabilitation; and (b) on the contrary, BPI's proposed escalating interest rates remain hinged on the theoretical assumption of future fluctuations in the market, this notwithstanding the fact that its interests as a secured creditor remain well-preserved.	Bank of the Philippine Islands v. Sarabia Manor Hotel Corp.	175844	July 29, 2013	https://wpd.cdasiaonline.com/jurisprudences/57347?s_params=oHQRnFqpDorsxvsPFrXC
113	Corporate Rehabilitation	The court should not approve peititons for rehabilitation in cases where the rules on corporate rehabilitation are violated and the company's continued operation no longer viable	In order to determine the feasibility of a proposed rehabilitation plan, it is imperative that a thorough examination and analysis of the distressed corporation's financial data must be conducted. If the results of such examination and analysis show that there is a real opportunity to rehabilitate the corporation in view of the assumptions made and financial goals stated in the proposed rehabilitation plan, then it may be said that a rehabilitation is feasible. In this accord, the rehabilitation court should not hesitate to allow the corporation to operate as an on-going concern, albeit under the terms and conditions stated in the approved rehabilitation plan. On the other hand, if the results of the financial examination and analysis clearly indicate that there lies no reasonable probability that the distressed corporation could be revived and that liquidation would, in fact, better subserve the interests of its stakeholders, then it may be said that a rehabilitation would not be feasible. In such case, the rehabilitation court may convert the proceedings into one for liquidation.	Bank of the Philippine Islands v. Sarabia Manor Hotel Corp.	175844	July 29, 2013	https://wpd.cdasiaonline.com/jurisprudences/57347?s_params=oHQRnFqpDorsxvsPFrXC
114	Corporate Rehabilitation	The rehabilitation court may dismiss a rehabilitation plan if rehabilitation is not viable or feasible	There are instances when corporate rehabilitation can no longer be achieved. When rehabilitation will not result in a better present value recovery for the creditors, the more appropriate remedy is liquidation.	Viva Shipping Lines, Inc. v. Keppel Philippines Mining, Inc.	177382	February 17, 2016	https://wpd.cdasiaonline.com/jurisprudences/61207?s_params=cWAbUVKWMiixj9BHYWey
115	Intra-Corporate Disputes	Under the Securities Regulation Code, intra-corporate disputes are now under the jurisdiction of the Regional Trial Courts however, the transfer of jurisdiction to the trial courts does not oust the Securities and Exchange Commission (SEC) of its jurisdiction to determine if administrative rules and regulations were violated	This case is an intra-corporate dispute, over which the Regional Trial Court has jurisdiction. It involves a dispute between the corporation, SBGCCI, and its shareholders, Villareal and Filart. However, even though the Complaint filed before the Securities and Exchange Commission contains allegations that are intra-corporate in nature, it does not necessarily oust the Securities and Exchange Commission of its regulatory and administrative jurisdiction to determine and act if there were administrative violations committed.	Securities and Exchange Commission v. Subic Bay Golf and Country Club, Inc.	179047	March 11, 2015	https://wpd.cdasiaonline.com/jurisprudences/60413?s_params=YxhDhhuqHqzz-u7_P_eu
116	Cases Involving the Securities and Exchange Commission	Under the Securities Regulation Code, intra-corporate disputes are now under the jurisdiction of the Regional Trial Courts, particularly Special Commercial Courts	Hence, the issue of refund should be litigated in the appropriate Regional Trial Court. This issue is both intra-corporate and civil in nature, which is under the jurisdiction of the designated Regional Trial Courts.	Securities and Exchange Commission v. Subic Bay Golf and Country Club, Inc.	179047	March 11, 2015	https://wpd.cdasiaonline.com/jurisprudences/60413?s_params=YxhDhhuqHqzz-u7_P_eu
117	Corporate Rehabilitation	The rehabilitation rules can be liberally construed in the interest of justice under the circumstances of this case	This disparity in the parties' claims makes it more important for the rehabilitation court to have given petitioner the opportunity to be heard. Besides, in their petition before the RTC, respondents sought the determination of the true and correct amount of their loan with petitioner. We consider this as a compelling reason for the liberal interpretation of the Rules, and the rehabilitation court should have admitted petitioner's comment on the petition for rehabilitation and allowed petitioner to participate in the proceedings. Time and again, we have held that cases should, as much as possible, be resolved on the merits, not on mere technicalities. In cases where we dispense with the technicalities, we do not mean to undermine the force and effectivity of the periods set by law. In those rare cases where we did not stringently apply the procedural rules, there always existed a clear need to prevent the commission of a grave injustice, as in the present case.	Asiatrust Development Bank v. First Aikka Development, Inc.	179558	June 1, 2011	https://wpd.cdasiaonline.com/jurisprudences/54569?s_params=chwHSA-QDHmQJSyZ1y8c
118	Corporate Rehabilitation	Consolidation of rehabilitation petitions of two separate entities with interlocking directors was not proper	As much as we would like to honor the rehabilitation plan approved by the rehabilitation court, particularly because it has already been partially implemented, we cannot sustain the decision of the court, as affirmed by the CA, if we are to ensure that rehabilitation is indeed feasible. It is especially important in this case to hear petitioner, as the major creditor of the distressed corporation, since it is a banking institution.	Asiatrust Development Bank v. First Aikka Development, Inc.	179558	June 1, 2011	https://wpd.cdasiaonline.com/jurisprudences/54569?s_params=chwHSA-QDHmQJSyZ1y8c
119	Corporate Rehabilitation	Under the Interim Rules of Procedure on Corporate Rehabilitation, a stay order defers all actions or claims against the corporation seeking rehabilitation from the date of its issuance until the dismissal of the petition or termination of the rehabilitation proceedings	A finding of fraud will change the whole picture. In this event, petitioner can use the finding of fraud to move for the dismissal of the rehabilitation case in the Calamba RTC. The protective remedy of rehabilitation was never intended to be a refuge of a debtor guilty of fraud.	Banco de Oro-EPCI, Inc. v. JAPRL Development Corporation	179901	April 14, 2008	https://wpd.cdasiaonline.com/jurisprudences/50225?s_params=gwqpmyHqffDqEpx724ju
120	Corporate Rehabilitation	Properties owned by stockholders cannot be included in the inventory of assets of a corporation under rehabilitation	It is a fundamental principle in corporate law that a corporation is a juridical entity with a legal personality separate and distinct from the people comprising it. Hence, the rule is that assets of stockholders may not be considered as assets of the corporation, and vice-versa. The mere fact that one is a majority stockholder of a corporation does not make one's property that of the corporation, since the stockholder and the corporation are separate entities.	Situs Development Corp. v. Asiatrust Bank	180036	July 25, 2012	https://wpd.cdasiaonline.com/jurisprudences/56014?s_params=kWkSJ5s6Qz__ezSy4ibE
121	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	The Stay Order does not suspend the foreclosure of a mortgage constituted over the property of a third-party mortgagor.	Situs Development Corp. v. Asiatrust Bank	180036	July 25, 2012	https://wpd.cdasiaonline.com/jurisprudences/56014?s_params=kWkSJ5s6Qz__ezSy4ibE
122	Corporate Rehabilitation	Being placed under corporate rehabilitation and having a receiver appointed to carry out the rehabilitation plan do not ipso facto deprive a corporation and its corporate officers of the power to recover its unlawfully detained property	Corporate rehabilitation imposes several restrictions on the debtor corporation. The rules enumerate the prohibited corporate actions and transactions 64 (most of which involve some kind of disposition or encumbrance of the corporation's assets) during the pendency of the rehabilitation proceedings but none of which touch on the debtor corporation's right to sue.	Umale v. ASB Realty Corp.	181126	June 15, 2011	https://wpd.cdasiaonline.com/jurisprudences/54638?s_params=Fj5CoRrCu8s7Pe5MQSwy
123	Corporate Books and Records	The stock and transfer book is the basis for ascertaining the persons entitled to the rights and subject to the liabilities of a stockholder	Upon registration of the transfer in the books of the corporation, the transferee may now then exercise all the rights of a stockholder, which include the right to have stocks transferred to his name. In Ponce v. Alsons Cement Corporation, the Court stated that "[f]rom the corporation's point of view, the transfer is not effective until it is recorded. Unless and until such recording is made[,] the demand for the issuance of stock certificates to the alleged transferee has no legal basis. . . . [T]he stock and transfer book is the basis for ascertaining the persons entitled to the rights and subject to the liabilities of a stockholder. Where a transferee is not yet recognized as a stockholder, the corporation is under no specific legal duty to issue stock certificates in the transferee's name.	Teng v. Securities and Exchange Commission	181381	July 20, 2015	https://wpd.cdasiaonline.com/jurisprudences/60321?s_params=SYyqHz28V4eHEAhdfSrc
124	Cases Involving the Securities and Exchange Commission	The Securities and Exchange Commission (SEC) may suspend or revoke a registration of securities after due notice and hearing	Although Section 13.1 of the SRC requires due notice and hearing before issuing an order of revocation, the SEC does not perform such quasi-judicial functions and exercise discretion of a judicial nature in the exercise of such regulatory power. It neither settles actual controversies involving rights which are legally demandable and enforceable, nor adjudicates private rights and obligations in cases of adversarial nature. Rather, when the SEC exercises its incidental power to conduct administrative hearings and make decisions, it does so in the course of the performance of its regulatory and law enforcement function.	Securities and Exchange Commission v. Universal Rightfield Property Holdings, Inc.	181381	July 20, 2015	https://wpd.cdasiaonline.com/jurisprudences/60321?s_params=SYyqHz28V4eHEAhdfSrc
125	Intra-Corporate Disputes	The (1) relationship of the parties and (2) nature of the controversy are the two tests considered in determining whether jurisdiction is intra-corporate	Applying the two tests, we find and so hold that the case involves intra-corporate controversy. It obviously arose from the intra-corporate relations between the parties, and the questions involved pertain to Their rights and obligations under the Corporation Code and matters relating to the regulation of the corporation. Admittedly, petitioner is a condominium corporation duly organized and existing under Philippine laws, charged with the management of the Medical Plaza Makati. Respondent, on the other hand, is the registered owner of Unit No. 1201 and is thus a stockholder/member of the condominium corporation. Clearly, there is an intra-corporate relationship between the corporation and a stockholder/member.	Medical Plaza Makati Condominium Corp. v. Cullen	181416	November 11, 2013	https://wpd.cdasiaonline.com/jurisprudences/57716?s_params=yoE8m21MRw6kF8xGHXBD
126	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	Advent's contention that returning the subject car to Young would constitute a violation of the stay order issued by the rehabilitation court is untenable. As the Court of Appeals correctly concluded, returning the seized vehicle to Young is not an enforcement of a claim against Advent which must be suspended by virtue of the stay order issued by the rehabilitation court pursuant to Section 6 of the Interim Rules on Corporate Rehabilitation (Interim Rules). The issue in the replevin case is who has better right to possession of the car, and it was Advent that claimed a better right in filing the replevin case against Young.	Advent Capital and Finance Corp. v. Young	183018	August 3, 2011	https://wpd.cdasiaonline.com/jurisprudences/54771?s_params=tCwCa3SA2KNvLrNRDCPs
127	Corporate Rehabilitation	A rehabilitation court does not have jurisdiction over a third party who allegedly possesses money belonging to a debtor of the corporation under rehabilitation	Ultimately, the issue is what court has jurisdiction to hear and adjudicate the conflicting claims of the parties over the dividends that Belson held in trust for their owners. Certainly, not the rehabilitation court which has not been given the power to resolve ownership disputes between Advent Capital and third parties. Neither Belson nor the Alcantaras are its debtors or creditors with interest in the rehabilitation. Advent Capital must file a separate action for collection to recover the trust fees that it allegedly earned and, with the trial court's authorization if warranted, put the money in escrow for payment to whoever it rightly belongs.	Advent Capital and Finance Corp. v. Alcantara	183050	January 25, 2012	https://wpd.cdasiaonline.com/jurisprudences/55198?s_params=X36uYrGGnL_sU1YMGEyy
128	Corporate Rehabilitation	The court should not approve peititons for rehabilitation in cases where the rules on corporate rehabilitation are violated and the company's continued operation no longer viable	The evaluation of petitioner-company's business viability in a corporate rehabilitation case involves factual issues that this Court will not take cognizance of since it is not a trier of facts. But when it is shown that the RTC gravely abused its discretion in finding what the facts are, it may grant an exception. Here, the RTC did just that when it utterly disregarded the Rules on Corporate Rehabilitation in the guise of liberal construction and granted the petition for rehabilitation based on insufficient evidence.	North Bulacan Corp. v. PBCom	183140	August 2, 2010	https://wpd.cdasiaonline.com/jurisprudences/53413?s_params=H7szgGkHXze-E2c-QexJ
129	Corporate Rehabilitation	The HLURB's prior request for the appointment of a rehabilitation receiver is not a condition precedent before the trial court can give due course to a rehabilitation petition	In sharp contrast to the BSP and the IC, nowhere in the HLURB's charter is it expressly or impliedly granted the power to appoint the rehabilitation receivers of financially distressed corporations under its supervision and regulation.	Lexber, Inc. v. Spouses Dalman	183587	April 20, 2015	https://wpd.cdasiaonline.com/jurisprudences/59862?s_params=McH8MZBFLPscZUryAaKy
130	Corporate Rehabilitation	The lapse of the periods provided for under the rehabilitation rules does not automatically result in the dismissal of the petition for corporate rehabilitation	Rule 2, Section 2 of the Interim Rules dictates the courts to liberally construe the rehabilitation rules in order to carry out the objectives of Sections 6 (c) of PD 902-A, as amended, and to assist the parties in obtaining a just, expeditious, and inexpensive determination of rehabilitation cases.	Lexber, Inc. v. Spouses Dalman	183587	April 20, 2015	https://wpd.cdasiaonline.com/jurisprudences/59862?s_params=McH8MZBFLPscZUryAaKy
131	Corporate Rehabilitation	Rehabilitation plan approved by the Supreme Court cannot be later on set aside in a separate case on the principle of res judicata	Since the issue on the validity, as well as regularity of the December 13, 2005 RTC Decision approving PALI's Revised Rehabilitation Plan had already been resolved, the Court, in line with the res judicata principle, is constrained to grant the present petition and, consequently, reverse the assailed CA decision.	Puerto Azul Land, Inc. v. Pacific Wide Realty Development Corp.	184000	September 17, 2014	https://wpd.cdasiaonline.com/jurisprudences/58935?s_params=62GH_CSZaVoi84z8SSXY
132	Meetings	The Corporation Code permits the shortening (or lengthening) of the period within which to send the notice to call a special (or regular) meeting	For a stockholders' special meeting to be valid, certain requirements must be met with respect to notice, quorum and place. In relation to the above provision of B.P. 68, one of the requirements is a previous written notice sent to all stockholders at least one (1) week prior to the scheduled meeting, unless otherwise provided in the by-laws.	Guy v. Guy	184068	April 19, 2016	https://wpd.cdasiaonline.com/jurisprudences/61447?s_params=_YmvvU-uupWZrGmy_MNt
133	Corporate Rehabilitation	A corporation with debts that have already matured may still file a petition for rehabilitation under the rehabilitation rules	As correctly pointed out by respondent, a creditor may possibly petition for the debtor's rehabilitation for default on debts already owed. Rule 4, Section 1 of the Interim Rules does not specify what kind of debtor may seek rehabilitation. The provision allows creditors holding 25% of the debtor corporation's total liabilities to petition for the corporation's rehabilitation.	Metropolitan Bank and Trust Co. v. Liberty Corrugated Boxes Manufacturing Corp.	184317	January 25, 2017	https://wpd.cdasiaonline.com/jurisprudences/62562?s_params=gxPbvPCT59V58B3cD4FJ
134	Stocks and Stockholders	Minumum requisites must be complied with for there to be a valid transfer of stocks	Under the provision, certain minimum requisites must be complied with for there to be a valid transfer of stocks, to wit: (a) there must be delivery of the stock certificate; (b) the certificate must be endorsed by the owner or his attorney-in-fact or other persons legally authorized to make the transfer; and (c) to be valid against third parties, the transfer must be recorded in the books of the corporation. It is the delivery of the certificate, coupled with the endorsement by the owner or his duly authorized representative that is the operative act of transfer of shares from the original owner to the transferee.	Teng v. Securities and Exchange Commission	184332	February 17, 2016	https://wpd.cdasiaonline.com/jurisprudences/61056?s_params=5P9vP-ZMuYrLPUWU5cpk
135	Stocks and Stockholders	Minumum requisites must be complied with for there to be a valid transfer of stocks	The surrender of the original certificate of stock is necessary before the issuance of a new one so that the old certificate may be cancelled. A corporation is not bound and cannot be required to issue a new certificate unless the original certificate is produced and surrendered. 64 Surrender and cancellation of the old certificates serve to protect not only the corporation but the legitimate shareholder and the public as well, as it ensures that there is only one document covering a particular share of stock.	Teng v. Securities and Exchange Commission	184332	February 17, 2016	https://wpd.cdasiaonline.com/jurisprudences/61056?s_params=5P9vP-ZMuYrLPUWU5cpk
136	Close Corporations	To be considered a close corporation, the entity should comply with the requirements of the Corporation Code	This Court held that a narrow distribution of ownership does not, by itself, make a close corporation. Courts must look into the articles of incorporation to find provisions expressly stating that (1) the number of stockholders shall not exceed 20; or (2) a preemption of shares is restricted in favor of any stockholder or of the corporation; or (3) the listing of the corporate stocks in any stock exchange or making a public offering of those stocks is prohibited. Here, neither the CA nor the RTC showed its basis for finding that MSI is a close corporation. The courts a quo did not at all refer to the Articles of Incorporation of MSI.	Bustos v. Millians Shoe, Inc.	185024	April 24, 2017	https://wpd.cdasiaonline.com/jurisprudences/62767?s_params=a-zTRViLw6FqB1Vxodsd
137	Close Corporations	Stockholders of a close corporation are not automatically liable for the debts and obligations of the corporation	Section 100, paragraph 5, of the Corporation Code explicitly provides for personal liability of stockholders of close corporation, viz.: Sec. 100. Agreements by stockholders. — xxx xxx xxx 5. To the extent that the stockholders are actively engaged in the management or operation of the business and affairs of a close corporation, the stockholders shall be held to strict fiduciary duties to each other and among themselves. Said stockholders shall be personally liable for corporate torts unless the corporation has obtained reasonably adequate liability insurance. As can be read in that provision, several requisites must be present for its applicability. None of these were alleged in the case of Spouses Cruz. Neither did the RTC or the CA explain the factual circumstances for this Court to discuss the personally liability of respondents to their creditors because of "corporate torts."	Bustos v. Millians Shoe, Inc.	185024	April 24, 2017	https://wpd.cdasiaonline.com/jurisprudences/62767?s_params=a-zTRViLw6FqB1Vxodsd
138	Corporate Rehabilitation	Properties owned by stockholders cannot be included in the inventory of assets of a corporation under rehabilitation	In rehabilitation proceedings, claims of creditors are limited to demands of whatever nature or character against a debtor or its property, whether for money or otherwise. In several cases, we have already held that stay orders should only cover those claims directed against corporations or their properties, against their guarantors, or their sureties who are not solidarily liable with them, to the exclusion of accommodation mortgagors. To repeat, properties merely owned by stockholders cannot be included in the inventory of assets of a corporation under rehabilitation.	Bustos v. Millians Shoe, Inc.	185024	April 24, 2017	https://wpd.cdasiaonline.com/jurisprudences/62767?s_params=a-zTRViLw6FqB1Vxodsd
139	Intra-Corporate Disputes	The removal of an officer is an intra-corporate dispute under the original and exclusive jurisdiction of the Securities and Exchange Commission (SEC), now the trial courts, and not the National Labor Relations Commission (NLRC)	Locsin was undeniably Chairman and President, and was elected to these positions by the Nissan board pursuant to its By-laws. 39 As such, he was a corporate officer, not an employee. The CA reached this conclusion by relying on the submitted facts and on Presidential Decree 902-A, which defines corporate officers as "those officers of a corporation who are given that character either by the Corporation Code or by the corporation's by-laws." Likewise, Section 25 of Batas Pambansa Blg. 69, or the Corporation Code of the Philippines (Corporation Code) provides that corporate officers are the president, secretary, treasurer and such other officers as may be provided for in the by-laws. Given Locsin's status as a corporate officer, the RTC, not the Labor Arbiter or the NLRC, has jurisdiction to hear the legality of the termination of his relationship with Nissan. As we also held in Okol, a corporate officer's dismissal from service is an intra-corporate dispute.	Locsin v. Nissan Lease Phils., Inc.	185567	October 20, 2010	https://wpd.cdasiaonline.com/jurisprudences/53864?s_params=x9_LyV7AqdZVBTrMnn44
140	Intra-Corporate Disputes	The (1) relationship of the parties and (2) nature of the controversy are the two tests considered in determining whether jurisdiction is intra-corporate	Applying the foregoing tests, we agree with the CA that the complaint filed by DTTI before the RTC was a civil action for injunction and not an intra-corporate dispute. First, a reading of the complaint will reveal that it contains no allegation that the defendants therein (respondents in the present petition) are stockholders of the corporation. Notably, the complaint even identified Johnny as a DTTI employee. The complaint also does not allege that the other defendants therein have acted in their capacity as stockholders in depriving DTTI of access to its Montilla branch. Second, the nature of the controversy does not involve an intra-corporate dispute. The complaint for injunction asks the RTC to order respondents to cease from controlling DTTI's Montilla branch and allow DTTI to use the same.	Dy Teban Trading, Inc. v. Dy	185647	July 26, 2017	https://wpd.cdasiaonline.com/jurisprudences/63133?s_params=Aj-s4o1gHQE7-smNPJws
141	Intra-Corporate Disputes	The (1) relationship of the parties and (2) nature of the controversy are the two tests considered in determining whether jurisdiction is intra-corporate	Based on the facts of this case and applying the relationship and nature of the controversy tests, it was understandable how the trial court could classify the interpleader case as intra-corporate and dismiss it. There was no ostensible debate on the ownership of the shares that called for an interpleader case. The issues and remedies sought have been muddled when, ultimately, at the front and center of the controversy is a registered stockholder's right to inspect corporate books.	Belo Medical Group, Inc. v. Santos	185894	August 30, 2017	https://wpd.cdasiaonline.com/jurisprudences/63556?s_params=Ggxwgsjc5kDYMxgWVcWM
142	Appraisal Right	A stockholder who dissents from certain corporate actions has the right to demand payment of the fair value of his or her shares. This right, known as the right of appraisal, is expressly recognized in Section 81 of the Corporation Code	The appraisal right does not obtain in this case because the subject of the act complained of is the private properties of a stockholder and not that of the corporation.	Bangko Sentral ng Pilipinas v. Campa, Jr.	185979	March 16, 2016	https://wpd.cdasiaonline.com/jurisprudences/61259?s_params=PewinpGFsysgjigRaniA
143	Intra-Corporate Disputes	If the case is an ordinary civil case and not an intra-corporate dispute, the proper course is to re-raffle to trial court where complaint was filed	It can be gleaned from the aforementioned cases that a ruling that a complaint is not a derivative suit results in the dismissal of the complaint. This doctrine is deemed abandoned by the recent case of Gonzales v. GJH Land which now disallows the dismissal of the case. In said case, a complaint for injunction was filed by petitioners against GJH Land before the RTC of Muntinlupa. The case involved an intra-corporate dispute. The case was raffled to Branch 276, which is not a commercial court. Branch 276 dismissed the case for lack of jurisdiction. We reversed and ordered the re-raffling of the case to all the RTCs of the place where the complaint was filed.	Bangko Sentral ng Pilipinas v. Campa, Jr.	185979	March 16, 2016	https://wpd.cdasiaonline.com/jurisprudences/61259?s_params=PewinpGFsysgjigRaniA
144	Intra-Corporate Disputes	Dispute as ot validity of assessment of dues due a condominium developer/ operator is an intra-corporate dispute	The facts of this case are similar to the facts in Wack Wack Condominium Corporation, et al. v. Court of Appeals, et al., where we held that the dispute as to the validity of the assessments is purely an intra-corporate matter between Wack Wack Condominium Corporation and its stockholder, Bayot, and is, thus, within the exclusive original jurisdiction of the Securities and Exchange Commission (SEC). We ruled in that case that since the extrajudicial sale was authorized by Wack Wack Condominium Corporation's by-laws and was the result of the nonpayment of the assessments, the legality of the foreclosure was necessarily an issue within the exclusive original jurisdiction of the SEC. We added that: "Just because the property has already been sold extrajudicially does not mean that the questioned assessments have now become legal and valid or that they have become immaterial."	Chateau de Baie Condominium Corp. v. Spouses Moreno	186271	February 23, 2011	https://wpd.cdasiaonline.com/jurisprudences/54369?s_params=doSxT1minFaSx8PbPBya
145	Corporate Rehabilitation	Under the Financial Rehabilitation and Insolvency Act (FRIA), the stay order shall not apply to cases already pending appeal in the Supreme Court	Under the Financial Rehabilitation and Insolvency Act of 2010 (FRIA), the stay order shall not apply to cases already pending appeal in the Supreme Court. Section 146 of the FRIA expressly allows the application of its provisions to pending rehabilitation cases, except to the extent that their application would not be feasible or would work injustice.	Pryce Properties Corp. v. Spouses Octobre	186976	December 7, 2016	https://wpd.cdasiaonline.com/jurisprudences/62317?s_params=gYw4qrr4-UtiXJqymRau
146	Corporate Rehabilitation	The rehabilitation court may dismiss a rehabilitation plan if rehabilitation is not viable or feasible	Rehabilitation is not the proper remedy for Wonder Book's dire financial condition. Given that it is actually insolvent and not just suffering from temporary liquidity problems, rehabilitation is not a viable option.	Wonder Book Corp. v. Philippine Bank of Communications	187316	July 16, 2012	https://wpd.cdasiaonline.com/jurisprudences/55978?s_params=DBBJKL9mYPZ9GGng3gzL
147	Corporate Rehabilitation	The showing of a material financial commitment is significant in determining the validity of a rehabilitation plan	A material financial commitment becomes significant in gauging the resolve, determination, earnestness and good faith of the distressed corporation in financing the proposed rehabilitation plan. This commitment may include the voluntary undertakings of the stockholders or the would-be investors of the debtor-corporation indicating their readiness, willingness and ability to contribute funds or property to guarantee the continued successful operation of the debtor corporation during the period of rehabilitation. However, these financial commitments were insufficient for the purpose.	Phil. Bank of Communications v. Basic Polyprinters and Packaging Corp.	187581	October 20, 2014	https://wpd.cdasiaonline.com/jurisprudences/59099?s_params=v6gskG--5xKeDaG3hzst
148	Intra-Corporate Disputes	The (1) relationship of the parties and (2) nature of the controversy are the two tests considered in determining whether jurisdiction is intra-corporate	The combined application of the relationship test and the nature of the controversy test has, consequently, become the norm in determining whether a case is an intra-corporate controversy or is purely civil in character. Applying the relationship test, we find that STRADEC's first and second causes of action qualify as intra-corporate disputes since said corporation and respondent Wong are incorporators and/or stockholders of SIDC. Considering that they fundamentally relate to STRADEC's status as a stockholder and the alleged fraudulent divestment of its stockholding in SIDC, the same causes of action also qualify as intra-corporate disputes under the nature of the controversy test.	Strategic Alliance Development Corp. v. Star Infrastructure Development Corp.	187872	November 17, 2010	https://wpd.cdasiaonline.com/jurisprudences/53934?s_params=izikxhygeVxRxNW_gePk
149	Corporate Rehabilitation	Objections to the rehabilitation plan should be threshed out in the course of rehabilitation proceedings	Petitioner's objection to the viability or feasibility of the rehabilitation plan is premature and would be best threshed out during the course of the rehabilitation proceedings. Citing the Interim Rules of Procedure on Corporate Rehabilitation and jurisprudence, the Court of Appeals correctly noted that determination of the sufficiency of rehabilitation petition is determined after the initial hearing but it is only after the petition has been given due course that the rehabilitation plan will be referred to the receiver for evaluation and recommendation and thereafter submitted to the trial court for approval.	Philippine Asset Growth One, Inc. v. World Granary, Inc., (Notice)	189504	October 21, 2015	https://wpd.cdasiaonline.com/jurisprudences/61107?s_params=sYijNNzXwqyi_s9Fbjox
150	Corporate Rehabilitation	The lapse of the periods provided for under Rthe rehabilitation rules does not automatically result in the dismissal of the petition for corporate rehabilitation	In view of the circumstances in this case, we deem that a liberal interpretation of the rules is only proper. The non-approval of the rehabilitation plan within the maximum period prescribed under the Interim Rules cannot be attributed wholly to the trial court.	Metropolitan Bank & Trust Co. v. G & P Builders, Inc.	189509	November 23, 2015	https://wpd.cdasiaonline.com/jurisprudences/60976?s_params=U3jdkRherbsZknMyAyEJ
151	Board of Directors/Trustees/Officers	Directors and trustees are jointly and severally liable with the corporation in cases under Sec. 31 of the Corporation Code	Directors or trustees who willfully and knowingly vote for or assent to patently unlawful acts of the corporation or who are guilty of gross negligence or bad faith in directing the affairs of the corporation or acquire any personal or pecuniary interest in conflict with their duty as such directors, or trustees shall be liable jointly and severally for all damages resulting therefrom suffered by the corporation, its stockholders or members and other persons.	Presidential Commission on Good Government v. Gutierrez	189800	July 9, 2018	https://wpd.cdasiaonline.com/jurisprudences/64969?s_params=9rzW8L_GXtQDHLvguab5
152	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	Section 6 (b) of the Interim Rules of Procedure of Corporate Rehabilitation which the appellate court cited in the earlier-quoted portion of its decision, provides that a stay order does not apply to sureties who are solidarily liable with the debtor. In Limson and Arollado's case, their solidary liability with JAPRL is documented. Limson and Arollado, as sureties, whose liability is solidary cannot, therefore, claim protection from the rehabilitation court, they not being the financially-distressed corporation that may be restored, not to mention that the rehabilitation court has no jurisdiction over them.	JAPRL Development Corp. v. Security Bank Corp.	190107	June 6, 2011	https://wpd.cdasiaonline.com/jurisprudences/54632?s_params=VX6K3vWNeYodDqC8QJbW
153	Merger and Consolidation	In a merger, the surviving corporation is bound by the employment contracts entered into by the absorbed corporation	The merger of a corporation with another does not operate to dismiss the employees of the corporation absorbed by the surviving corporation. This is in keeping with the nature and effects of a merger as provided under law and the constitutional policy protecting the rights of labor. The employment of the absorbed employees subsists.	Philippine Geothermal, Inc. Employees Union v. Unocal Philippines, Inc.	190187	September 28, 2016	https://wpd.cdasiaonline.com/jurisprudences/62189?s_params=XP9bo4eiRsnqCd6uGmVW
154	Intra-Corporate Disputes	The (1) relationship of the parties and (2) nature of the controversy are the two tests considered in determining whether jurisdiction is intra-corporate	To determine whether or not a case involves an intra-corporate dispute, two tests are applied — the relationship test and the nature of the controversy test. Under the relationship test, there is an intra-corporate controversy when the conflict is (1) between the corporation, partnership, or association and the public; (2) between the corporation, partnership, or association and the State insofar as its franchise, permit, or license to operate is concerned; (3) between the corporation, partnership, or association and its stockholders, partners, members, or officers; and (4) among the stockholders, partners, or associates themselves. Based on the foregoing tests, it is clear that this case involves an intra-corporate dispute. It is a conflict between a stockholder and the corporation, which satisfies the relationship test, and it involves the enforcement of the right of Ozamiz, as a stockholder, to inspect the books of PHC and the obligation of the latter to allow its stockholder to inspect its books.	San Jose v. Ozamiz	190590	July 12, 2017	https://wpd.cdasiaonline.com/jurisprudences/62996?s_params=1qLaMP3su7gY9QgWn4JF
155	Corporate Rehabilitation	An insolvent corporation is not precluded from filing for rehabilitation	In Philippine Bank of Communications v. Basic Polyprinters and Packaging Corporation, the Court underscored that despite the insolvency of a corporation, it cannot be hindered to file a petition for corporate rehabilitation. To conclude otherwise will defeat its purpose of restoring a corporation to its former position of successful operation and solvency.	Metropolitan Bank & Trust Co. v. Fortuna Paper Mill & Packaging Corp.	190800	November 7, 2018	https://wpd.cdasiaonline.com/jurisprudences/65559?s_params=KRCHNk81QqgExmzWvG4M
156	Corporate Rehabilitation	The court should not approve peititons for rehabilitation in cases where the rules on corporate rehabilitation are violated and the company's continued operation no longer viable	To note, the test in evaluating the feasibility of the plan was laid down in Bank of the Philippine Islands v. Sarabia Manor Hotel Corporation (Bank of the Philippine Islands), to wit: In order to determine the feasibility of a proposed rehabilitation plan, it is imperative that a thorough examination and analysis of the distressed corporation's financial data must be conducted. If the results of such examination and analysis show that there is a real opportunity to rehabilitate the corporation in view of the assumptions made and financial goals stated in the proposed rehabilitation plan, then it may be said that a rehabilitation is feasible. In this accord, the rehabilitation court should not hesitate to allow the corporation to operate as an on-going concern, albeit under the terms and conditions stated in the approved rehabilitation plan. On the other hand, if the results of the financial examination and analysis clearly indicate that there lies no reasonable probability that the distressed corporation could be revived and that liquidation would, in fact, better subserve the interests of its stakeholders, then it may be said that a rehabilitation would not be feasible. In such case, the rehabilitation court may convert the proceedings into one for liquidation.	Metropolitan Bank & Trust Co. v. Fortuna Paper Mill & Packaging Corp.	190800	November 7, 2018	https://wpd.cdasiaonline.com/jurisprudences/65559?s_params=KRCHNk81QqgExmzWvG4M
157	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	Jurisprudence is settled that the suspension of proceedings referred to in the law uniformly applies to "all actions for claims" filed against a corporation, partnership or association under management or receivership, without distinction, except only those expenses incurred in the ordinary course of business.	Veterans Philippines Scout Security Agency, Inc. V. First Dominion Prime Holdings, Inc.	190907	August 23, 2012	https://wpd.cdasiaonline.com/jurisprudences/56064?s_params=sJsRsRHZ6Fuss6NU7_mH
158	Corporate Rehabilitation	The 2013 Financial Rehabilitation Rules of Procedure may be used to apply to petitions for rehabilitation filed under the Interim Rules	Section 2, Rule 1 of the Rehabilitation Rules governs rehabilitation cases already pending, except when its application would not prove feasible or would work injustice.	Allied Banking Corp. v. Equitable PCI Bank, Inc.	191939	March 14, 2018	https://wpd.cdasiaonline.com/jurisprudences/64064?s_params=s1SCSdT84MhmRz_jYsXP
159	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	In light of the fact that PAL's failure to comply with the reinstatement order was justified by the exigencies of corporation rehabilitation, the respondent may no longer claim salaries which he should have received during the period that the LA decision ordering his reinstatement is still pending appeal until it was overturned by the NLRC. Thus, the CA committed a reversible error in recognizing the respondent's right to collect reinstatement salaries albeit suspending its execution while PAL is still under corporate rehabilitation.	Philippine Airlines, Inc. v. Paz	192924	November 26, 2014	https://wpd.cdasiaonline.com/jurisprudences/59283?s_params=Yf6VqRzv8xyzLVxJdvPj
160	Intra-Corporate Disputes	In intra-corporate disputes, the motion to dismiss is a prohibited pleading	The rule is, however, different with respect to intra-corporate controversies. Under Section 8, Rule 1 of the Interim Rules of Procedure for Intra-Corporate Controversies, a motion to dismiss is a prohibited pleading. As this case involves an intra-corporate dispute, the motion to dismiss is undeniably a prohibited pleading.	Aldersgate College, Inc. v. Gauuan, (Resolution),	192951	November 14, 2012	https://wpd.cdasiaonline.com/jurisprudences/56369?s_params=uwFpUyh9b8AQofXKLJX2
161	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	Jurisprudence is settled that the suspension of proceedings referred to in the law uniformly applies to "all actions for claims" filed against a corporation, partnership or association under management or receivership, without distinction, except only those expenses incurred in the ordinary course of business.	College Assurance Plan Phils., Inc. v. Spouses Lao, (Notice)	193033	August 6, 2014	https://wpd.cdasiaonline.com/jurisprudences/58918?s_params=y7DnFVuaD68znpphRxSi
162	Corporate Rehabilitation	Consolidation of rehabilitation petitions of two separate entities that are not intimately and substantively related was not proper	Verily, the two petitions having no factual relationship with and no interconnected transactions on the same subject matter, they cannot be deemed "related cases." As such, the necessity to consolidate does not become imperative. The order of consolidation by the CA on the sole ground that the cases involved a common question of law was, therefore, not in order.	Deutsche Bank AG v. Court of Appeals	193065	February 27, 2012	https://wpd.cdasiaonline.com/jurisprudences/55341?s_params=fP1vygxWVdq1wHxJ7_1d
163	Corporate Rehabilitation	The rehabilitation rules allow for a modification of a rehabilitation plan if it is necessary to achieve the desired targets	The issues raised by petitioner center on its inclusion as a creditor in the approved rehabilitation plan. We agree with the CA ruling that it was the First, not the Third Order, that should have been appealed by NSC; and that the latter's failure to appeal the First Order barred it from insisting that it be excluded from the rehabilitation plan as a creditor.	NSC Holdings (Philippines), Inc. v. Trust International Paper Corp.	193069	March 15, 2017	https://wpd.cdasiaonline.com/jurisprudences/62645?s_params=hDKZW2a3oNqRjPgotZB_
164	Corporate Rehabilitation	A rehabilitation plan may be approved even over the opposition of the creditors holding a majority of the corporation's total liabilities if there is a showing that rehabilitation is feasible and the opposition of the creditors is manifestly unreasonable	Petitioner's outright censure of the concept of the cram-down power of the rehabilitation court cannot be countenanced. To adhere to the reasoning of petitioner would be a step backward — a futile attempt to address an outdated set of challenges. It is undeniable that there is a need to move to a regime of modern restructuring, cram-down and court supervision in the matter of corporation rehabilitation in order to address the greater interest of the public. This is clearly manifested in Section 64 of Republic Act (R.A.) No. 10142, otherwise known as Financial Rehabilitation and Insolvency Act of 2010 (FRIA), the latest law on corporate rehabilitation and insolvency.	Victorio-Aquino v. Pacific Plans, Inc.	193108	December 10, 2014	https://wpd.cdasiaonline.com/jurisprudences/59306?s_params=M3zngkc3KPkD-ZQnQTM2
165	Board of Directors/Trustees/Officers	Directors and trustees are jointly and severally liable with the corporation in cases under Sec. 31 of the Corporation Code	Directors or trustees who willfully and knowingly vote for or assent to patently unlawful acts of the corporation or who are guilty of gross negligence or bad faith in directing the affairs of the corporation or acquire any personal or pecuniary interest in conflict with their duty as such directors, or trustees shall be liable jointly and severally for all damages resulting therefrom suffered by the corporation, its stockholders or members and other persons.	Bureau of Customs v. Devanadera	193253	September 8, 2015	https://wpd.cdasiaonline.com/jurisprudences/60261?s_params=j1gCjN87-a7JfEPQRYEF
166	Corporate Rehabilitation	Consolidated or joint filing of petitions for rehabilitation of two corporations is not allowed	The rules in effect at the time the rehabilitation petition was filed were the Interim Rules. The Interim Rules took effect on December 15, 2000, and did not allow the joint or consolidated filing of rehabilitation petitions.	Mervic Realty, Inc. v. China Banking Corp.	193748	February 3, 2016	https://wpd.cdasiaonline.com/jurisprudences/61008?s_params=MbkFoAyzw-3W-KextAD6
167	Cases Involving the Securities and Exchange Commission	The Securities and Exchange Commission (SEC) may issue a cease and desist order upon compliance with the following requirements: (1) it must conduct proper investigation or verification; and (2) there must be a finding that such act or practice, unless restrained will operate as fraud or cause grave or irreparable injury to the investing public	To equally protect individuals and corporations from baseless and improvident issuances, the authority of the SEC under this rule is nonetheless with defined limits. A cease and desist order may only be issued by the Commission after proper investigation or verification, and upon showing that the acts sought to be restrained could result in injury or fraud to the investing public. Without doubt, these requisites were duly satisfied by the SEC prior to its issuance of the subject cease and desist order.	Primanila Plans, Inc. v. Securities and Exchange Commission	193791	August 6, 2014	https://wpd.cdasiaonline.com/jurisprudences/58774?s_params=uNidu_-4YmKbMLSpohfZ
168	Corporate Rehabilitation	A rehabilitation plan may be set aside if the court finds that the rules of procedure have not been followed	Petitioners claim that the Interim Rules of Procedure are construed liberally; thus, the RTC may disregard the Rules. The Court disagrees. Indeed, the Rules are construed liberally. However, this does not mean that courts may disregard the Rules. In North Bulacan Corporation v. Philippine Bank of Communications, the Court held that, "These rules are to be construed liberally to obtain for the parties a just, expeditious, and inexpensive disposition of the case. The parties may not, however, invoke such liberality if it will result in the utter disregard of the rules."	Siochi Fishery Enterprises, Inc. v. Bank of the Philippine Islands	193872	October 19, 2011	https://wpd.cdasiaonline.com/jurisprudences/55020?s_params=sPBPpFZBDBaa16oVRqVM
169	Intra-Corporate Disputes	Dispute as ot validity of assessment of dues due a condominium developer/ operator is an intra-corporate dispute	An intra-corporate controversy is one which "pertains to any of the following relationships: (1) between the corporation, partnership or association and the public; (2) between the corporation, partnership or association and the State in so far as its franchise, permit or license to operate is concerned; (3) between the corporation, partnership or association and its stockholders, partners, members or officers; and (4) among the stockholders, partners or associates themselves." Based on the foregoing definition, there is no doubt that the controversy in this case is essentially intra-corporate in character, for being between a condominium corporation and its members-unit owners.	Go v. Distinction Properties Development and Construction, Inc.	194024	April 25, 2012	https://wpd.cdasiaonline.com/jurisprudences/55712?s_params=KJpFF3eNK7dd7Bi_iHXw
170	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	In the Tiong (Rosario) case, there was already an obligation to pay the amount covered by the checks. The criminal action for the violations of B.P. 22 was filed for failure to meet this obligation. The criminal proceedings were already underway when the SEC issued an Omnibus Order creating a Management Committee and consequently suspending all actions for claims against the debtor therein. In contrast, it is clear that prior to the presentment for payment and the subsequent demand letters to petitioner, there was already a lawful Order from the SEC suspending all payments of claims.	Gidwani v. People	195064	January 15, 2014	https://wpd.cdasiaonline.com/jurisprudences/57864?s_params=Nb9p-fz28QyUkYmxbsEy
171	Corporate Rehabilitation	Creditors should be allowed to participate in rehabilitation proceedings where they have an interest in the controversy	The nature of TIDCORP's Petition in CA-G.R. SP No. 104141 is such that the other creditors like RBC must be allowed to participate in the proceedings. They have an interest in the controversy where a final decree would necessarily affect their rights. Thus, the CA could have ordered RBC to file its comment in CA-G.R. SP No. 104141 and allowed to participate therein. This is only fair and logical considering that, as admitted by TIDCORP, RBC is already a party in the rehabilitation case, and that the instant Petition for Review is merely a continuation of the proceedings below.	Robinson's Bank Corp. v. Gaerlan	195289	September 24, 2014	https://wpd.cdasiaonline.com/jurisprudences/58943?s_params=2qaibyEQDyvyC7ub_mJs
172	Cases Involving the Securities and Exchange Commission	The Securities and Exchange Commission (SEC) has jurisdition to appoint and create a management committee	Yet, it must be stressed that under Section 5.1 (n) of the SRC, the SEC is permitted to exercise such other powers as may be provided for by law as well as those which may be implied from, or which are necessary or incidental to the carrying out, of the express powers granted the SEC to achieve the objectives and purposes of these laws. With such broad authority, it is beyond question that the SEC, as a regulator, has broad discretion to act on matters that relate to its express power of supervision over all corporations, partnerships or associations who are the grantees of primary franchises and/or a license or permit issued by the Government. Such grant of express power of supervision, necessarily includes the power to create a management committee following the doctrine of necessary implication.	Roman, Jr. v. Securities and Exchange Commission	196329	June 1, 2016	https://wpd.cdasiaonline.com/jurisprudences/61541?s_params=qm7ydyWFs2JgrxzSsDZ7
173	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	We find no reversible error in the CA's ruling that when Union Bank filed Civil Case No. 66477 on September 26, 1997, it still possessed the legal capacity (not legal personality) to do so. This is because it was only on October 27, 1997 that the MANCOM was created. Notwithstanding the CA's proper denial of the motion to dismiss Civil Case No. 66477, we hold that said case should have been suspended upon the constitution of the MANCOM.	Far East Bank and Trust Co. v. Union Bank of the Philippines	196637	June 3, 2019	https://wpd.cdasiaonline.com/jurisprudences/67363?s_params=HwLsYoxaBQekYhe3Fo7a
174	Corporate Rehabilitation	The rehabilitation rules could not be liberally construed in the interest of justice under the circumstances of this case	The petitioner was not excluded in the approved rehabilitation plan. The petitioner has not even clearly demonstrated the negative or unfavorable effect of the approved rehabilitation plan on the respondent's obligations to the petitioner vis-a-vis the other creditors of the respondent. The petitioner needs to substantiate that, under the approved rehabilitation plan, it does not stand pari passu with the respondent's creditors that have credits of such nature similar to the petitioner. The petitioner in Asiatrust had convinced the Court of its unfair and unjust treatment in the approved rehabilitation plan which the Court did not sustain. Unfortunately, the petitioner here has not risen to the level of the petitioner in Asiatrust to warrant the liberal interpretation of the Rules.	Bayan Delinquent Loan Recovery 1 (SPV-AMC), Inc. v. International Farms Corporation	197313	September 6, 2017	https://wpd.cdasiaonline.com/jurisprudences/63486?s_params=7csyGbyACyhqenUTBLiA
175	Intra-Corporate Disputes	The (1) relationship of the parties and (2) nature of the controversy are the two tests considered in determining whether jurisdiction is intra-corporate	The parties involved in the controversy are respondent Mariam (a shareholder of BIRI and successor to her late husband's position on the ManCom), petitioner John (then the branch manager, shareholder, and part of the BIRI ManCom), and petitioners Bot and Alam (licensed geodetic engineers engaged by BIRI for a contract to survey the property subject of the dispute). The controversy also involves BIRI itself, the corporation of which Mariam is a shareholder, and which through Board Resolutions No. 2006-0001, 2007-0004 and 2007-0005 authorized John, its branch manager, to do all acts fit and necessary to enforce its corporate rights against the Kairuz family, including the posting of guards to secure the property.	Tumagan v. Kairuz	198124	September 12, 2018	https://wpd.cdasiaonline.com/jurisprudences/65228?s_params=iGQcRvch9JCYaDqyGENu
176	Corporate Rehabilitation	The dismissal of a petition for rehabilitation is a final order, the correct remedy of which is a petition for review to the Court of Appeals under Rule 43 of the Rules of Court	The dismissal of the petition for rehabilitation, even if due to technical grounds or due to its insufficiency, amounts to a failure of rehabilitation. It is a final order because it finally disposes of the case, leaving nothing else to be done. Pursuant to A.M. No. 04-9-07-SC, the correct remedy against all decisions and final orders of the rehabilitation courts in proceedings governed by the Interim Rules is a petition for review to the CA under Rule 43 of the Rules of Court.	Golden Cane Furniture Manufacturing Corp. v. Steelpro Philippines, Inc.	198222	April 4, 2016	https://wpd.cdasiaonline.com/jurisprudences/61379?s_params=Q1-ZY1XpTQRBqE43HCTS
177	Cases Involving the Securities and Exchange Commission	The Securities and Exchange Commission (SEC) may, for efficiency, delegate any of its functions to any department	As an administrative agency with both regulatory and adjudicatory functions, 36 the SEC was given the authority to delegate some of its functions to, inter alia, its various operating departments, such as the SEC-CFD, the Enforcement and Investor Protection Department, and the Company Registration and Monitoring Department, pursuant to Section 4.6 of the SRC.	Cosmos Bottling Corp. v. Securities and Exchange Commission	199028	November 12, 2014	https://wpd.cdasiaonline.com/jurisprudences/59111?s_params=XGAErtgJ3dEiP8WNiD4U
178	Intra-Corporate Disputes	The (1) relationship of the parties and (2) nature of the controversy are the two tests considered in determining whether jurisdiction is intra-corporate	Applying the two tests in the present case, we rule that the cause of action in petitioners' complaints is an ordinary civil case and not an Intra-Corporate Controversy. First, there is no corporate relationship between petitioners and Sunrich, whose shares of stock are the subject of the controversy. While Wise Holdings is asserting real ownership of the shares of stock in Sunrich, Wise Holdings acknowledges that such ownership is not registered in Sunrich's books. Second, the nature of the controversy in the present case does not refer to an intra-corporate dispute. Here, the allegations of the complaint show on their face that the action is for reconveyance of property in recognition of trust. Petitioners seek the return of all the shares of stock of Sunrich, of which they are the real and beneficial owners.	Wise Holdings, Inc. v. Garcia, (Notice)	199174	June 10, 2019	https://wpd.cdasiaonline.com/jurisprudences/67649?s_params=zsmKv7RcKRK4HE5dhkKU
179	Corporate Rehabilitation	A rehabilitation court does not have jurisdiction over a third party who allegedly possesses money belonging to a debtor of the corporation under rehabilitation	The RTC, acting as rehabilitation court, has no jurisdiction over the subject matter of the insurance claim of SCP against respondent insurers. SCP must file a separate action for collection where respondent insurers can properly thresh out their defenses. SCP cannot simply file with the RTC a motion to direct respondent insurers to pay insurance proceeds.	Steel Corp. of the Philippines v. Mapfre Insular Insurance Corp.	201199	October 16, 2013	https://wpd.cdasiaonline.com/jurisprudences/57623?s_params=dNC7G5jjhiJ9xY__4jc1
180	Intra-Corporate Disputes	The removal of an officer is an intra-corporate dispute under the original and exclusive jurisdiction of the Securities and Exchange Commission (SEC), now the trial courts, and not the National Labor Relations Commission (NLRC)	Applying the foregoing to the present case, the LA had the original jurisdiction over the complaint for illegal dismissal because Cosare, although an officer of Broadcom for being its AVP for Sales, was not a "corporate officer" as the term is defined by law. As may be deduced from the foregoing, there are two circumstances which must concur in order for an individual to be considered a corporate officer, as against an ordinary employee or officer, namely: (1) the creation of the position is under the corporation's charter or by-laws; and (2) the election of the officer is by the directors or stockholders. It is only when the officer claiming to have been illegally dismissed is classified as such corporate officer that the issue is deemed an intra-corporate dispute which falls within the jurisdiction of the trial courts.	Cosare v. Broadcom Asia, Inc.	201298	February 5, 2014	https://wpd.cdasiaonline.com/jurisprudences/57946?s_params=7LzzKUDUJZZnmD-TWp2G
181	Intra-Corporate Disputes	The removal of an officer is an intra-corporate dispute under the original and exclusive jurisdiction of the Securities and Exchange Commission (SEC), now the trial courts, and not the National Labor Relations Commission (NLRC)	In cases involving a complaint for illegal dismissal, a distinction must be made between a "regular employee" and a "corporate officer" for purposes of establishing the dispute's true nature and determining which body has jurisdiction over it. In Cosare v. Broadcom Asia, Inc., we explained that two circumstances "must concur in order for an individual to be considered a corporate officer, as against an ordinary employee or officer, namely: (1) the creation of the position is under the corporation's charter or by-laws; and (2) the election of the officer is by the directors or stockholders." Contrary to petitioner's claims, DRI's By-Laws explicitly create the position and office of the General Manager without the need of an enabling clause.	Tan v. Downtown Realty Investment, Inc., (Notice)	201497	October 3, 2018	https://wpd.cdasiaonline.com/jurisprudences/65864?s_params=KYKxCJziKZpwEeD44j5L
182	Stocks and Stockholders	Minumum requisites must be complied with for there to be a valid transfer of stocks	In the sale of shares of stock, physical delivery of a stock certificate is one of the essential requisites for the transfer of ownership of the stocks purchased.	Fil-Estate Golf and Development, Inc. v. Vertex Sales and Trading, Inc.	202079	June 10, 2013	https://wpd.cdasiaonline.com/jurisprudences/57131?s_params=ZnJmUW64TfqjK3xQZvNe
183	Cases Involving the Securities and Exchange Commission	Factual findings of administrative agencies like the Securities and Exchange Commission (SEC) are accorded finality when supported by substantial evidence	We sustain the findings of the SEC En Banc that the transactions between petitioner and private respondent are void pursuant to Section 53 (b) in relation to Section 19 of the RSA. Go acted as a salesman of securities without the necessary license as required by Section 19 of the RSA. The CA correctly held that factual findings of quasi-judicial agencies like the SEC, which have acquired expertise because their jurisdiction is confined to specific matters, are generally accorded not only respect but at times even finality if such findings are supported by substantial evidence.	B.H. Chua Securities, Corp. v. Sia-Uy , (Notice)	202485	February 22, 2017	https://wpd.cdasiaonline.com/jurisprudences/62703?s_params=WRnjgX7t8V6bo488z3vy
184	Intra-Corporate Disputes	Under the Securities Regulation Code, intra-corporate disputes are now under the jurisdiction of the Regional Trial Courts, particularly Special Commercial Courts	Here, petitioners filed a commercial case, i.e.,an intra-corporate dispute, with the Office of the Clerk of Court in the RTC of Muntinlupa City, which is the official station of the designated Special Commercial Court, in accordance with A.M. No. 03-03-03-SC. It is, therefore, from the time of such filing that the RTC of Muntinlupa City acquired jurisdiction over the subject matter or the nature of the action. Unfortunately, the commercial case was wrongly raffled to a regular branch, i.e.,Branch 276, instead of being assigned 44 to the sole Special Commercial Court in the RTC of Muntinlupa City, which is Branch 256.	Gonzales v. GJH Land, Inc.	202664	November 10, 2015	https://wpd.cdasiaonline.com/jurisprudences/60696?s_params=jwU_hE4wqGp7iTC-_KG6
185	Corporate Rehabilitation	Courts generally decline jurisdiction over such case or dismiss it on the ground of mootness because the judgment will not serve any useful purpose or have any practical legal effect because, in the nature of things, it cannot be enforced	The issue on SCB's representation in the ManCom was obviously mooted by the dissolution of the ManCom, the removal of SCB as creditor in the Rehabilitation Plan, and the eventual termination of the rehabilitation proceedings. Likewise, the issue on the surrender of the collaterals was mooted by the CA Decision dated May 26, 2014 and Resolution dated January 27, 2015 in CA-G.R. SP Nos. 131652 and 132088, which recognized the sale or transfer of the pledged collaterals to LCPI pursuant to the Stipulation, Agreement and Order, as there is no more collateral in SCB's possession to surrender.	MRM Asset Holdings 2, Inc. v. Standard Chartered Bank, (Resolution)	202761	February 10, 2021	https://wpd.cdasiaonline.com/jurisprudences/71999?s_params=d8M45ignb1-ASx3SzWth
186	Intra-Corporate Disputes	The removal of an officer is an intra-corporate dispute under the original and exclusive jurisdiction of the Securities and Exchange Commission (SEC), now the trial courts, and not the National Labor Relations Commission (NLRC)	The rule is that corporate officers are those officers of a corporation who are given that character either by the Corporation Code or by the corporation's by-laws. Thus, by name, the Executive Vice President position is embraced by the phrase "one or more vice president" in North Star's by-laws.	Cacho v. Balagtas	202974	February 7, 2018	https://wpd.cdasiaonline.com/jurisprudences/64011?s_params=bwJ-zLjub5sB1qCUkruj
187	Intra-Corporate Disputes	The (1) relationship of the parties and (2) nature of the controversy are the two tests considered in determining whether jurisdiction is intra-corporate	A combined application of the relationship test and the nature of the controversy test has become the norm in determining whether a case is an intra-corporate controversy, 39 to be "heard and decided by the [b]ranches of the RTC specifically designated by the Court to try and decide such cases." From the foregoing, it is clear that the dispute in the present case is an intra-corporate controversy.	Phil. Communications Satellite Corp. v. Sandiganbayan 5th Division	203023	June 17, 2015	https://wpd.cdasiaonline.com/jurisprudences/59965?s_params=QiU9yQ5S5xyeUqJcZw6u
188	Corporate Rehabilitation	The Interim Rules of Procedure on Corporate Rehabilitation allows for an appointment of a management committee or rehabilitation receiver under very specific circumstances availing under the rule	In Villamor, Jr., the Court recognized that Section 1, Rule 9 of the Interim Rules applies to both the appointment of a receiver and the creation of a management committee. Further, the Court held that there must be imminent danger of both the dissipation, loss, wastage, or destruction of assets or other properties; and paralysation of its business operations that may be prejudicial to the interest of the minority stockholders, parties-litigants, or the general public, before allowing the appointment of a receiver or the creation of a management committee.	Spouses Hiteroza v. Cruzada	203527	June 27, 2016	https://wpd.cdasiaonline.com/jurisprudences/61826?s_params=r7uMaMe9k1pBwupLr5Zs
189	Intra-Corporate Disputes	The (1) relationship of the parties and (2) nature of the controversy are the two tests considered in determining whether jurisdiction is intra-corporate	"Applying the relationship test and the nature of the controversy test in determining whether a dispute constitutes an intra-corporate controversy, as enunciated in Medical Plaza Makati Condominium Corporation v. Cullen, the Court agrees with Branch 149 that Civil Case No. 12-309 for injunction with damages is an ordinary civil case, and not an intra-corporate controversy. A careful review of the allegations in the petition for injunction with damages indicates no intra-corporate relations exists between the opposing parties, namely (1) petitioner condominium corporation, by itself and comprising all its unit owners, on the one hand, and (2) respondent New PPI Corporation which Baculio claims to be the owner of the subject properties, together with the respondents Building Official and City Fire Marshal of Makati City, the Regional Director of the Bureau of Fire Protection, and the private security agency, on the other hand. Moreover, the petition deals with the conflicting claims of ownership over the lots where Concorde Condominium Building stands and the parking lot for unit owners, which were developed by Pulp and Paper Distributors, Inc. (now claimed by respondent Baculio as the New PPI Corporation), as well as the purported violations of the National Building Code which resulted in the revocation of the building and occupancy permits by the Building Official of Makati City.	Concorde Condominium, Inc. v. Baculio	203678	February 17, 2016	https://wpd.cdasiaonline.com/jurisprudences/61021?s_params=BLF7HFGWNQzzJeysxcQ8
190	Board of Directors/Trustees/Officers	All corporate powers of a corporation shall be exercised by its Board of Directors	Section 23 of the Corporation Code expressly provides that the corporate powers of all corporations shall be exercised by the board of directors. Just as a natural person may authorize another to do certain acts in his behalf, so may the board of directors of a corporation validly delegate some of its functions to individual officers or agents appointed by it. Thus, contracts or acts of a corporation must be made either by the board of directors or by a corporate agent duly authorized by the board. Absent such valid delegation/authorization, the rule is that the declarations of an individual director relating to the affairs of the corporation, but not in the course of, or connected with, the performance of authorized duties of such director, are held not binding on the corporation.	Riosa v. Tabaco La Suerte Corp.	203786	October 23, 2013	https://wpd.cdasiaonline.com/jurisprudences/57659?s_params=e8P4SDZeYT28a5CsEer8
191	Intra-Corporate Disputes	The removal of an officer is an intra-corporate dispute under the original and exclusive jurisdiction of the Securities and Exchange Commission (SEC), now the trial courts, and not the National Labor Relations Commission (NLRC)	The Court finds that the LA properly took cognizance of the existence of an employer-employee relationship between the parties. The NLRC's position that the case belonged to the RTC as an "intra-corporate dispute" could not be applied to Platon as she was merely a rank-and-file personnel raising illegal dismissal as her main cause of action.	De Castro v. Court of Appeals	204261	October 5, 2016	https://wpd.cdasiaonline.com/jurisprudences/62223?s_params=SmwwF4AsxKVppPgwhtSQ
192	Incorporation and Organization of Private Corporations	The corporation ceases to exist upon expiration of the corporate term and any extension must be done within five (5) years prior to the expiration of the term	This privilege of extending corporate term must be done within the limited period of five (5) years prior to the original or subsequent expiry date. It is in this regard that the SEC argues that CBTC should have done it earlier, not one day before the expiration of the term, and that the failure to do so constitutes negligence with which the CBTC must bear the consequences, particularly the loss of its corporate life.	Company Registration and Monitoring Department v. Ching Bee Trading Corp.	205291	November 12, 2014	https://wpd.cdasiaonline.com/jurisprudences/59199?s_params=QRxvpCom5UBeQxGVjxw_
193	Corporate Rehabilitation	The showing of a material financial commitment is significant in determining the validity of a rehabilitation plan	A material financial commitment becomes significant in gauging the resolve, determination, earnestness and good faith of the distressed corporation in financing the proposed rehabilitation plan. This commitment may include the voluntary undertakings of the stockholders or the would-be investors of the debtor-corporation indicating their readiness, willingness and ability to contribute funds or property to guarantee the continued successful operation of the debtor corporation during the period of rehabilitation.	BPI Family Savings Bank, Inc. v. St. Michael Medical Center, Inc.	205469	March 25, 2015	https://wpd.cdasiaonline.com/jurisprudences/59715?s_params=5tXokz21z6d2edWM4Rym
194	Board of Directors/Trustees/Officers	Officers should possess the requirements set out in the Corporation Code and in the by-laws of the corporation	Condocor's By-Laws, however, require that the Vice-President shall be elected by the Board from among its member-directors in good standing, and the Secretary may be appointed by the Board under the same circumstance. Like Jaminola, Milanes and Macalintal were not directors and, thus, could not be elected and appointed as Vice-President and Secretary, respectively.	Lim v. Moldex Land, Inc.	206038	January 25, 2017	https://wpd.cdasiaonline.com/jurisprudences/62611?s_params=E88zRszewq-jsAsdfP81
195	Meetings	In determining a quorum, only actual, living members with voting rights shall be counted	For stock corporations, the quorum is based on the number of outstanding voting stocks while for non-stock corporations, only those who are actual, living members with voting rights shall be counted in determining the existence of a quorum.	Lim v. Moldex Land, Inc.	206038	January 25, 2017	https://wpd.cdasiaonline.com/jurisprudences/62611?s_params=E88zRszewq-jsAsdfP81
196	Meetings	Stockholders and members may vote in person or by proxy in all meetings of stockholders or members	Relative to the above provision is Section 1, Article II of Condocor's By-Laws, 46 which grants registered owners the right to designate any person or entity to represent them in Condocor, subject to the submission of a written notification to the Secretary of such designation. Further, the owner's representative is entitled to enjoy and avail himself of all the rights and privileges, and perform all the duties and responsibilities of a member of the corporation. The law and Condocor's By-Laws evidently allow proxies in members' meeting.	Lim v. Moldex Land, Inc.	206038	January 25, 2017	https://wpd.cdasiaonline.com/jurisprudences/62611?s_params=E88zRszewq-jsAsdfP81
197	Members	Membership in non-stock corporation is personal and non-transferable unless provided in the articles and by-laws	Section 90 of the Corporation Code states that membership in a non-stock corporation and all rights arising therefrom are personal and non-transferable, unless the articles of incorporation or the by-laws otherwise provide.	Lim v. Moldex Land, Inc.	206038	January 25, 2017	https://wpd.cdasiaonline.com/jurisprudences/62611?s_params=E88zRszewq-jsAsdfP81
198	Trustees and Officers	Trustees must be members of record of the corporation	While Moldex may rightfully designate proxies or representatives, the latter, however, cannot be elected as directors or trustees of Condocor. First, the Corporation Code clearly provides that a director or trustee must be a member of record of the corporation. Further, the power of the proxy is merely to vote. If said proxy is not a member in his own right, he cannot be elected as a director or proxy.	Lim v. Moldex Land, Inc.	206038	January 25, 2017	https://wpd.cdasiaonline.com/jurisprudences/62611?s_params=E88zRszewq-jsAsdfP81
199	Corporate Rehabilitation	The rehabilitation court may dismiss a rehabilitation plan if rehabilitation is not viable or feasible	In the present case, however, the Rehabilitation Plan failed to comply with the minimum requirements, i.e.: (a) material financial commitments to support the rehabilitation plan; and (b) a proper liquidation analysis, under Section 18, Rule 3 of the 2008 Rules of Procedure on Corporate Rehabilitation 80 (Rules), which Rules were in force at the time respondents' rehabilitation petition was filed.	Philippine Asset Growth Two, Inc. v. Fastech Synergy Philippines, Inc.	206528	June 28, 2016	https://wpd.cdasiaonline.com/jurisprudences/61744?s_params=C5KbkmgvYsvxynvCunQi
200	Cases Involving the Securities and Exchange Commission	The Securities and Exchange Commission (SEC) authorized to promulgate rules prescribing the rates for incorporation and other fees	Section 139 of the Corporation Code authorized the SEC to "collect and receive fees as authorized by law or by rules and regulations promulgated by the Commission." The use of the term "or" is significant. In statutory construction, the term "or" "is a disjunctive [conjunction] indicating an alternative. It often connects a series of words or propositions indicating a choice of either.	First Philippine Holdings Corp. v. Securities and Exchange Commission	206673	July 28, 2020	https://wpd.cdasiaonline.com/jurisprudences/70426?s_params=q3yCCugc7u51uGsDySKT
201	Foreign Corporations	Mere ownership by a foreign corporation of a property is insufficient to constitute "doing business""	Inferring from the aforecited provision, mere investment as a shareholder by a foreign corporation in a duly registered domestic corporation shall not be deemed "doing business" in the Philippines. It is clear then that the IGC's act of subscribing shares of stocks from McCann, a duly registered domestic corporation, maintaining investments therein, and deriving dividend income therefrom, does not qualify as "doing business" contemplated under R.A. No. 7042. Hence, the IGC is not required to secure a license before it can file a claim for tax refund.	Commissioner of Internal Revenue v. Interpublic Group of Companies, Inc.	207039	August 14, 2019	https://wpd.cdasiaonline.com/jurisprudences/67893?s_params=_7iWBQhyjjPkPypsWswk
202	Corporate Rehabilitation	The issuance of a stay order does not affect the right to commence actions or proceedings insofar as it is necessary to preserve a claim against the debtor	Noticeably, the consequences of the issuance of a stay order enumerated in Section 6, Rule 4 of the 2000 Rehabilitation Rules were modified and expanded in Section 7, Rule 3 of the 2008 Rehabilitation Rules. It is worthy to point out that the Court included a paragraph clarifying that "a stay order does not affect the right to commence actions or proceedings insofar as it is necessary to preserve a claim against the debtor." Therefore, it is clear that the Court recognizes in the 2008 Rehabilitation Rules the right of creditors to commence actions or proceedings necessary to safeguard its claim against distressed corporations like PWI and RETELCO despite a stay order.	Philippine Wireless, Inc. v. Optimum Development Bank	208251	November 10, 2020	https://wpd.cdasiaonline.com/jurisprudences/70687?s_params=FZpFK5oy87uPy6z9yria
203	Corporate Rehabilitation	The Financial Rehabilitation of Insolvency Act of 2010 (FRIA) shall govern rehabilitation cases already pending, except when its application would not be feasible or would work injustice	Though the petition for rehabilitation of PWI and RETELCO was filed under the 2008 Rehabilitation Rules, the significant changes incorporated in R.A. 10142 or the Financial Rehabilitation and Insolvency Act (FRIA) of 2010 55 may be applied to resolve the present petition. To integrate the changes introduced in the FRIA, the Court enacted the Financial Rehabilitation Rules of Procedure 56 (2013 FRIA Rules) on August 27, 2013. Section 2, Rule 1 of the 2013 FRIA Rules provides that it shall govern rehabilitation cases already pending, except when its application would not be feasible or would work injustice.	Philippine Wireless, Inc. v. Optimum Development Bank	208251	November 10, 2020	https://wpd.cdasiaonline.com/jurisprudences/70687?s_params=FZpFK5oy87uPy6z9yria
204	Corporate Books and Records	No transfer shall be valid, except as between the parties, until the transfer is recorded in the books of the corporation	Verily, all transfers of shares of stock must be registered in the corporate books in order to be binding on the corporation. Specifically, this refers to the Stock and Transfer Book.	F & S Velasco Co., Inc. v. Madrid	208844	November 10, 2015	https://wpd.cdasiaonline.com/jurisprudences/61244?s_params=YcEyPhm9v4CsJ7wf6i3p
205	Corporate Rehabilitation	The creation and appointment of a management committee is an extraordinary and drastic remedy to be exercised with care and caution; and only when the requirements under the rehabilitation rules	Absent any actual evidence from the records showing such imminent danger, the CA's findings have no legal or factual basis to support the appointment/constitution of a Management Committee for FSVCI.	F & S Velasco Co., Inc. v. Madrid	208844	November 10, 2015	https://wpd.cdasiaonline.com/jurisprudences/61244?s_params=YcEyPhm9v4CsJ7wf6i3p
206	Intra-Corporate Disputes	The removal of an officer is an intra-corporate dispute under the original and exclusive jurisdiction of the Securities and Exchange Commission (SEC), now the trial courts, and not the National Labor Relations Commission (NLRC)	An "Assistant Vice President" is not among the officers stated in Section 25 of the Corporation Code. A corporation's President, however, is explicitly stated as a corporate officer. Finding that petitioner Malcaba is the President of respondent corporation and a corporate officer, any issue on his alleged dismissal is beyond the jurisdiction of the Labor Arbiter or the National Labor Relations Commission. Their adjudication on his money claims is void for lack of jurisdiction.	Malcaba v. ProHealth Pharma Philippines, Inc.	209085	June 6, 2018	https://wpd.cdasiaonline.com/jurisprudences/64395?s_params=BuzyDahV-Ee2RHSf7mQC
207	Intra-Corporate Disputes	The removal of an officer is an intra-cooperative dispute under the original and exclusive jurisdiction of the Securities and Exchange Commission (SEC), now the trial courts, and not the National Labor Relations Commission (NLRC)	Evidently, the functions of the office of the General Manager, i.e., management of the Cooperative and to keep the Board fully informed of all aspects of the operations and activities of the Cooperative are specifically laid down under BATELEC I's By-laws itself. It is therefore beyond cavil that Ellao's position as General Manager is a cooperative office. Accordingly, his complaint for illegal dismissal partakes of the nature of an intra-cooperative controversy.	Ellao y Dela Vega v. Batangas I Electric Cooperative, Inc.	209166	July 9, 2018	https://wpd.cdasiaonline.com/jurisprudences/64934?s_params=TE_1atszExMRzjWWoXLF
208	Cases Involving the Securities and Exchange Commission	The Securities and Exchange Commission (SEC) may issue a cease and desist order motu proprio upon investigation	In the present case, as mentioned above, the SEC through its EPD, conducted an investigation upon request of the BCDA. The EPD dispatched a team of SEC employees, who posed as representatives of interested buyers, to the John Hay Special Economic Zone in Baguio City. There, the team members were able to talk to CJHDC's Director of Sales, who, not only explained to them the straight and leaseback agreements, but also gave the team copies of marketing material, as well as sample contracts, indicating that respondents are indeed selling the subject units either on a straight purchase or leaseback agreement.	Securities and Exchange Commission v. CJH Development Corp.	210316	November 28, 2016	https://wpd.cdasiaonline.com/jurisprudences/62303?s_params=cjgfiNdrBhNtLyy7VELZ
209	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	Citing the case of Rosario v. Co, the ruling of this Court in Panlilio, et al. v. RTC, Branch 51, City of Manila, et al., to wit: x x x There is no reason why criminal proceedings should be suspended during corporate rehabilitation, more so, since the prime purpose of the criminal action is to punish the offender in order to deter him and others from committing the same or similar offense, to isolate him from society, reform and rehabilitate him or, in general, to maintain social order. As correctly observed in Rosario, it would be absurd for one who has engaged in criminal conduct could escape punishment by the mere filing of a petition for rehabilitation by the corporation of which he is an officer.	People v. Mateo	210612	October 9, 2017	https://wpd.cdasiaonline.com/jurisprudences/63408?s_params=RF9RVc-jEdwr1b1rp4sg
210	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	Therefore, applying Gidwani by analogy, at the time SB Corp. presented the subject checks for deposit/encashment in October 2008, it had no right to demand payment because the underlying obligation was not yet due and demandable from Cu and he could not be held liable for the civil obligations of G7 Bank covered by the subject dishonored checks on account of the Monetary Board's closure of G7 Bank and the takeover thereof by PDIC. Even payment of interest on G7 Bank's loan ceased upon its closure. Moreover, as of the time of presentment of the checks, there was yet no determination of the exact amount that SB Corp. was entitled to recover from G7 Banks as this would still have to be ascertained by the liquidation court pursuant to the PDIC's distribution plan in accordance with the Concurrence and Preference of Credits under the Civil Code.	Cu v. Small Business Guarantee and Finance Corp.	211222	August 7, 2017	https://wpd.cdasiaonline.com/jurisprudences/63206?s_params=s3axqjpqrkgroT-bpg2k
211	Corporate Rehabilitation	The Financial Rehabilitation of Insolvency Act of 2010 (FRIA) provides that when the rehabilitation court issues the commencement order, the date shall retroact to the date of the filing of the rehabilitation petition	The FRIA provides that the effects of the Commencement Order shall be reckoned from the date of the filing of the petition for corporate rehabilitation, be it voluntary or involuntary. Emphatically, the determination of the date of the filing of the petition for rehabilitation is relevant in ascertaining the extent of the legal effects of a Commencement Order. Thus, it becomes imperative to identify the pertinent crucial dates surrounding the petition.	Land Bank of the Philippines v. Polillo Paradise Island Corp.	211537	December 10, 2019	https://wpd.cdasiaonline.com/jurisprudences/69154?s_params=zznGP8KWuz6zw6GvJAZq
212	Intra-Corporate Disputes	The removal of an officer is an intra-corporate dispute under the original and exclusive jurisdiction of the Securities and Exchange Commission (SEC), now the trial courts, and not the National Labor Relations Commission (NLRC)	From the foregoing, that the creation of the position is under the corporation's charter or by-laws, and that the election of the officer is by the directors or stockholders must concur in order for an individual to be considered a corporate officer, as against an ordinary employee or officer. It is only when the officer claiming to have been illegally dismissed is classified as such corporate officer that the issue is deemed an intra-corporate dispute which falls within the jurisdiction of the trial courts. It is apparent from the By-laws of WUP that the president was one of the officers of the corporation, and was an honorary member of the Board. He was appointed by the Board and not by a managing officer of the corporation. We held that one who is included in the by-laws of a corporation in its roster of corporate officers is an officer of said corporation and not a mere employee.	Wesleyan University-Philippines v. Maglaya, Sr.	212774	January 23, 2017	https://wpd.cdasiaonline.com/jurisprudences/62497?s_params=McrwS8vPso9uowfSpuQ1
213	General Provisions	The Corporation Code does not state that founders' shares should only apply to stock corporations	Section 7 is silent as to whether its application is only limited to stock corporation; hence, there is no reason for us to distinguish. In fact, Section 7 is found under the General Provisions which apply to both stock and non-stock corporations.	Forest Hills Golf and Country Club, Inc. v. Kings Properties Corp., (Notice)	212833	August 7, 2019	https://wpd.cdasiaonline.com/jurisprudences/68534?s_params=EEaoydsHoq7cdyyLv7VK
214	Non-Stock Corporations	Section 89 is a general provision for non-stock corporations applicable only in the absence of a specific provision	The provision of Section 89 therefore should be treated as a general provision for non-stock corporations applicable only in the absence of a specific provision in the Corporation Code on a particular subject matter. In the case of founders' shares, Section 7 of the Corporation Code specifically provides for their rights, privileges and limitations.	Forest Hills Golf and Country Club, Inc. v. Kings Properties Corp., (Notice)	212833	August 7, 2019	https://wpd.cdasiaonline.com/jurisprudences/68534?s_params=EEaoydsHoq7cdyyLv7VK
215	Corporate Rehabilitation	The showing of a material financial commitment is significant in determining the validity of a rehabilitation plan	The material financial commitment becomes significant in gauging the resolve, determination, earnestness and good faith of the distressed corporation in financing the proposed rehabilitation plan. It may include the voluntary undertakings of the stockholders or would-be investors of the debtor-corporation indicating their readiness, willingness and ability to contribute funds or property to guarantee the continued successful operation of the debtor corporation during the period of rehabilitation. In this case, however, the second amended rehabilitation plan did not comply with the minimum requirements of the rule.	MTV Klinika Health Spa, Inc. v. BDO Leasing and Finance, Inc., (Notice)	216123	July 24, 2017	https://wpd.cdasiaonline.com/jurisprudences/64662?s_params=E_uomDBnaK5uaXNa1f3M
216	Corporate Rehabilitation	A rehabilitation plan may be approved even over the opposition of the creditors holding a majority of the corporation's total liabilities if there is a showing that rehabilitation is feasible and the opposition of the creditors is manifestly unreasonable	A rehabilitation plan may be approved even over the opposition of the creditors holding a majority of the corporation's total liabilities if there is a showing that rehabilitation is feasible and the opposition of the creditors is manifestly unreasonable. In order to determine the feasibility of a proposed rehabilitation plan, it is imperative that a thorough examination and analysis of the distressed corporation's financial data must be conducted. In this case, both the RTC and the CA determined that respondent's rehabilitation is feasible.	BDO Unibank, Inc. v. Woodridge Properties, Inc., (Notice)	218391	January 22, 2020	https://wpd.cdasiaonline.com/jurisprudences/71107?s_params=Zh1L_myrjQ8AQC-rNJDT
217	Intra-Corporate Disputes	The (1) relationship of the parties and (2) nature of the controversy are the two tests considered in determining whether jurisdiction is intra-corporate	Applying the above tests, the Court finds, and so holds, that the case is not an intra-corporate dispute and, instead, is an ordinary civil action. There are no intra-corporate relations between the parties. Petitioner is neither a stockholder, partner, member or officer of respondent corporation. The parties' relationship is limited to that of an investor and a securities broker. Moreover, the questions involved neither pertain to the parties' rights and obligations under the Corporation Code, if any, nor to matters directly relating to the regulation of the corporation.	Ku v. RCBC Securities, Inc.	219491	October 17, 2018	https://wpd.cdasiaonline.com/jurisprudences/65262?s_params=B1XTUyeQkqjJKb_6z5uR
218	Corporate Rehabilitation	The rehabilitation rules allow for a modification of a rehabilitation plan if it is necessary to achieve the desired targets	Rehabilitation receivers are officers of the court, tasked to study the best way to rehabilitate the company and to implement the rehabilitation plan after its approval. Their qualifications include "expertise and acumen to manage and operate a business similar in size and complexity to that of the debtor" and "knowledge in management, finance and rehabilitation of distressed companies." Their recommendation bears much weight as it is one of the factors which must be considered by the court if it were to approve any modification of an approved rehabilitation plan.	Republic v. PET Plans, Inc., (Notice)	220782	December 5, 2018	https://wpd.cdasiaonline.com/jurisprudences/66383?s_params=cPnwvPyn_uPkTcFavtcs
219	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	Clearly, while respondent is undergoing rehabilitation, the enforcement of all claims against it is stayed. Rule 2, Section 1 of the Interim Rules defines a claim as referring to all claims or demands of whatever nature or character against a debtor or its property, whether for money or otherwise. The definition is all-encompassing as it refers to all actions whether for money or otherwise. There are no distinctions or exemptions.	Dela Torre v. Primetown Property Group, Inc.	221932	February 14, 2018	https://wpd.cdasiaonline.com/jurisprudences/63984?s_params=kbZa75NDr7hWFCzpj-P7
220	Corporate Rehabilitation	No action may be filed against a rehabilitation receiver in relation to any official act performed by it in good faith	Section 17, 51 Rule 4 of the Interim Rules states: Section 17. Immunity from Suit. — The Rehabilitation Receiver shall not be subject to any action, claim, or demand in connection with any act done or omitted by him in good faith in the exercise of his functions and powers herein conferred. This provision was echoed in Section 41 of the Financial Rehabilitation and Insolvency Act of 2010. A rehabilitation receiver is given this guarantee so that the receiver will be able to effectively carry out its mandate without fear of having to be subjected to suit by reason of the exercise of its function. It does not mean, however, that the aggrieved parties are without recourse. They may seek the rehabilitation receiver's dismissal through a motion before the rehabilitation court "on account of conflict of interest, or on any of the grounds for removing a trustee under the general principles of trusts.	Gabionza, Jr. v. Steel Corporation of the Philippines, (Notice)	222243	July 6, 2020	https://wpd.cdasiaonline.com/jurisprudences/71286?s_params=hM3gLyJ9wP1fT--8_H-z
221	Intra-Corporate Disputes	The (1) relationship of the parties and (2) nature of the controversy are the two tests considered in determining whether jurisdiction is intra-corporate	The subject complaint specifically alleged that the corporate officers resorted to corporate layering by transferring funds accumulated through investments by the public to TGICI subsidiaries. Such allegation plainly established the relationship between the petitioner as the issuer of shares funneled to Cielo Azul, and herein respondents as court-appointed receiver and investors. Verily, the nature of the dispute raised by the respondents in their complaint is intrinsically connected with the regulation of TGICI and its subsidiaries. Considering that the present matter involves an intra-corporate dispute, the CA did not err in affirming the denial by the RTC of the petitioner's belated filing of Requests for Admissions based on Section 1, Rule 3 of the Interim Rules.	Bank of the Philippine Islands v. Bacalla, Jr.	223404	July 15, 2020	https://wpd.cdasiaonline.com/jurisprudences/71067?s_params=c5e4Nty622XSk6TUZ758
222	Incorporation and Organization of Private Corporations	One who assumes an obligation to an ostensible corporation as such, cannot later resist performance on the ground that there was in fact no corporation	The doctrine of corporation by estoppel rests on the idea that if the Court were to disregard the existence of an entity which entered into a transaction with a third party, unjust enrichment would result as some form of benefit have already accrued on the part of one of the parties. Thus, in that instance, the Court affords upon the unorganized entity corporate fiction and juridical personality for the sole purpose of upholding the contract or transaction. In this case, while the underlying contract which is sought to be enforced is that of a donation, and thus rooted on liberality, it cannot be said that Purificacion, as the donor failed to acquire any benefit therefrom so as to prevent the application of the doctrine of corporation by estoppel	Missionary Sisters of Our Lady of Fatima v. Alzona	224307	August 6, 2018	https://wpd.cdasiaonline.com/jurisprudences/64938?s_params=HeYG9B4dkRswUWx-eELg
223	Corporate Rehabilitation	The issuance of a commencement order (which includes a stay order) includes the suspension of claims which include all claims of the government whether national or local	Section 16 of RA 10142 provides, inter alia, that upon the issuance of a Commencement Order — which includes a Stay or Suspension Order — all actions or proceedings, in court or otherwise, for the enforcement of "claims" against the distressed company shall be suspended. Under the same law, claim "shall refer to all claims or demands of whatever nature or character against the debtor or its property, whether for money or otherwise, liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed, including, but not limited to; (1) all claims of the government, whether national or local, including taxes, tariffs and customs duties; and (2) claims against directors and officers of the debtor arising from acts done in the discharge of their functions falling within the scope of their authority: Provided, That, this inclusion does not prohibit the creditors or third parties from filing cases against the directors and officers acting in their personal capacities.	Bureau of Internal Revenue v. Lepanto Ceramics, Inc.	224764	April 24, 2017	https://wpd.cdasiaonline.com/jurisprudences/62806?s_params=zDtziWQJ4wwKXHtDy_jS
224	Corporate Rehabilitation	The stay order tolled the running of the prescriptive period within which to file a labor complaint	The Court cannot accede to respondent's position that the rehabilitation proceedings does not interrupt the three-year prescriptive period. As explicitly stated in Philippine Airlines, Inc. v. Zamora, actions or claims against a corporation under rehabilitation proceedings are automatically suspended.	De Buque v. National Labor Relations Commission, (Notice)	227898	March 12, 2018	https://wpd.cdasiaonline.com/jurisprudences/64364?s_params=hhA522ykssysZ7VUjSYb
225	Board of Directors/Trustees/Officers	All corporate powers of a corporation shall be exercised by its Board of Directors	As such, no person, not even its officers, can validly bind a corporation without the authority of the corporation's board of directors. Nevertheless, the corporation may delegate through a board resolution its corporate powers or functions to a representative, subject to limitations under the law and the corporation's articles of incorporation.Accordingly, without delegation by the board of directors or trustees, acts of a person — including those of the corporation's directors, trustees, shareholders, or officers — executed on behalf of the corporation are generally not binding on the corporation.	Vive Eagle Land, Inc. v. National Home Mortgage Finance Corp.	230817	September 4, 2019	https://wpd.cdasiaonline.com/jurisprudences/67654?s_params=nkmGy_QY82o_QS2o6zaZ
226	Corporate Rehabilitation	When a stay order is issued, the rehabilitation court is only empowered to suspend claims against the debtor, its guarantors, and sureties who are not solidarily liable with the debtor	The Stay Order relied upon by petitioner TIDCORP merely ordered the staying and suspension of enforcement of all claims and proceedings against the petitioner PhilPhos and not against all the other persons or entities solidarily liable with the debtor. The tenor of the Stay Order itself belies the theory of petitioner TIDCORP. According to the Stay Order, the said order only covers "all claims, actions, or proceedings against the petitioner [referring to debtor PhilPhos]." Second, Section 18 (c) of the FRIA explicitly states that a stay order shall not apply "to the enforcement of claims against sureties and other persons solidarily liable with the debtor, and third party or accommodation mortgagors as well as issuers of letters of credit, x x x."	Trade and Investment Development Corporation of the Philippines v. Philippine Veterans Bank	233850	July 1, 2019	https://wpd.cdasiaonline.com/jurisprudences/67446?s_params=fzRH1C4spwHTmKrg5E-a
227	General Provisions	Treasury shares are shares of stock which have been issued and fully paid for, but subsequently reacquired by the issuing corporation by purchase, redemption, donation or through some other lawful means	Apart from reacquiring the shares through some lawful means, the Corporation Code is also explicit that while a corporation has the power to purchase or acquire its own shares, the corporation must have unrestricted retained earnings in its books to cover the shares to be purchased or acquired. In addition, in cases where the reason for reacquiring the shares is because of the unpaid subscription, the Corporation Code is likewise explicit that the corporation must purchase the same during a delinquency sale.	Salido, Jr. v. Aramaywan Metals Development Corp.	233857	March 18, 2021	https://wpd.cdasiaonline.com/jurisprudences/72021?s_params=m_7qXgT2YkkmvqLR224y
228	Powers and Liabilities of Corporations	Subscriptions to the capital of a corporation constitute a fund to which creditors have a right to look for satisfaction of their claims	A corporation has no power to release an original subscriber to its capital stock from the obligation of paying for his shares, without a valuable consideration for such release; and as against creditors a reduction of the capital stock can take place only in the manner and under the conditions prescribed by the statute or the charter or the articles of incorporation.	Salido, Jr. v. Aramaywan Metals Development Corp.	233857	March 18, 2021	https://wpd.cdasiaonline.com/jurisprudences/72021?s_params=m_7qXgT2YkkmvqLR224y
229	Intra-Corporate Disputes	The removal of an officer is an intra-corporate dispute under the original and exclusive jurisdiction of the Securities and Exchange Commission (SEC), now the trial courts, and not the National Labor Relations Commission (NLRC)	The NLRC was correct in ruling that jurisdiction is not conferred by estoppel or agreement of the parties, but by law, following Republic Act No. 8799 in relation to Presidential Decree No. 902-A. It is the Regional Trial Courts that exercise exclusive jurisdiction over all controversies in the election or appointment of directors, trustees, officers or managers of corporations, partnerships or associations. Thus, since petitioner is questioning the validity of her dismissal as the President and CEO of respondent PNB Life Insurance Co., the determination of her rights and the corporation's liability arising from her dismissal is an intra-corporate dispute subject to the jurisdiction of the regular courts.	Tan v. PNB Life Insurance Co., (Notice)	242374	July 15, 2020	https://wpd.cdasiaonline.com/jurisprudences/70133?s_params=D22-xCNZ9c8PDtKay15a
230	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	Under Sections 15 and 16 of the FRIA, if the court finds that the petition for rehabilitation is sufficient in form and substance, it shall issue a Commencement Order which shall include a stay order suspending all actions or proceedings, in court or otherwise, for the enforcement of claims against the debtor as well as to enforce any judgment, attachment or other provisional remedies against the debtor.	SMC Quarry 2 Workers Union FSM Chapter v. Star Two [SPV-AMC], Inc., (Notice)	244079	June 19, 2019	https://wpd.cdasiaonline.com/jurisprudences/67668?s_params=st2QuiH_9ZhpfZczF_3z
231	Stocks and Stockholders	No transfer of stocks shall be valid, except as between the parties to the transaction, until the transfer is recorded in the books of the corporation	The purpose of registration, therefore, is two-fold: to enable the transferee to exercise all the rights of a stockholder, including the right to vote and to be voted for, and to inform the corporation of any change in share ownership so that it can ascertain the persons entitled to the rights and subject to the liabilities of a stockholder. Accordingly, the PCGG may vote in its name the shares ceded to the Republic by Benedicto pursuant to the said agreement once they are registered in its name.	Republic v. Sandiganbayan, (Resolution)	107789 & 147214	April 30, 2003	https://wpd.cdasiaonline.com/jurisprudences/7235?s_params=A7byyi2YUsxei7DpbRw7
232	Corporate Books and Records	The stock and transfer book is the basis for ascertaining the persons entitled to the rights and subject to the liabilities of a stockholder	The charge that there were "alterations by substitution" in the Stock and Transfer Book is not a matter which should preclude the Stock and Transfer Book from being the basis or guide to determine who the true owners of the shares of stock in ETPI are. If there be any substitution or alterations, the anomaly, if at all, may be explained by the corporate secretary who made the entries therein.	Republic v. Sandiganbayan, (Resolution)	107789 & 147214	April 30, 2003	https://wpd.cdasiaonline.com/jurisprudences/7235?s_params=A7byyi2YUsxei7DpbRw7
233	Powers and Liabilities of Corporations	A corporation's act of issuing checks is within ambit of valid corporate act and not ultra vires	An ultra vires act is one committed outside the object for which a corporation is created as defined by the law of its organization and therefore beyond the power conferred upon it by law". The term "ultra vires" is "distinguished from an illegal act for the former is merely voidable which may be enforced by performance, ratification, or estoppel, while the latter is void and cannot be validated.	Atrium Management Corp. v. Court of Appeals,	109491 & 121794	February 28, 2001	https://wpd.cdasiaonline.com/jurisprudences/3910?s_params=y6CMXGpMey-Qnp2AVjzT
234	Intra-Corporate Disputes	It does not necessarily follow that when both parties of a dispute are stockholders of a corporation, the dispute is automatically considered intra-corporate in nature	It does not necessarily follow that when both parties of a dispute are stockholders of a corporation, the dispute is automatically considered intra-corporate in nature and jurisdiction consequently falls with the SEC. Presidential Decree 902-A did not confer upon the SEC absolute jurisdiction and control over all matters affecting corporations, regardless of the nature of the transaction which gave rise to such disputes. The better policy in determining which body has jurisdiction over this case would be to consider, not merely the status of the parties involved, but likewise the nature of the question that is the subject of the controversy. When the nature of the controversy involves matters that are purely civil in character, it is beyond the ambit of the limited jurisdiction of the SEC.	The Intestate Estate of Ty v. Court of Appeals	112872 & 114672	April 19, 2001	https://wpd.cdasiaonline.com/jurisprudences/3456?s_params=X9xzosnxsTexzugK3U1E
235	Intra-Corporate Disputes	Under the Securities Regulation Code, intra-corporate disputes are now under the jurisdiction of the Regional Trial Courts	It should also be noted that under the newly enacted Securities Regulation Code (Republic Act No. 8799), this issue is now moot and academic because whether or not the issue is intra-corporate, it is the regional trial court and no longer the SEC that takes cognizance of the controversy. Under Section 5.2 of Republic Act No. 8799, original and exclusive jurisdiction to hear and decide cases involving intra-corporate controversies have been transferred to courts of general jurisdiction or the appropriate regional trial court.	The Intestate Estate of Ty v. Court of Appeals	112872 & 114672	April 19, 2001	https://wpd.cdasiaonline.com/jurisprudences/3456?s_params=X9xzosnxsTexzugK3U1E
236	Members	Termination of membership in non-stock corporation must be done in accordance with the manner and cases provided in the articles and by-laws	Petitioners really have no reason to bewail the lack of prior notice in the By-laws. As correctly observed by the Court of Appeals, they have waived such notice by adhering to those By-laws. They became members of the CHURCH voluntarily. They entered into its covenant and subscribed to its rules. By doing so, they are bound by their consent.	Long v. Basa	134963-64, 135152-53 & 137135	September 27, 2001	https://wpd.cdasiaonline.com/jurisprudences/3623?s_params=_pE5qrDiwXL4ZsEzxx6S
237	Cases Involving the Securities and Exchange Commission	Factual findings of administrative agencies like the Securities and Exchange Commission (SEC) are accorded finality when supported by substantial evidence	it is a fundamental rule that factual findings of quasi-judicial agencies like the SEC, if supported by substantial evidence, are generally accorded not only great respect but even finality, and are binding upon this Court, unless petitioner is able to show that it had arbitrarily disregarded evidence before it or had misapprehended evidence to such an extent as to compel a contrary conclusion if such evidence had been properly appreciated. This rule is rooted in the doctrine that this Court is not a trier of facts, as well as in the respect to be accorded the determinations made by administrative bodies in general on matters falling within their respective fields of specialization or expertise.	Batangas Laguna Tayabas Bus Company, Inc. v. Bitanga	137934 & 137936	August 10, 2001	https://wpd.cdasiaonline.com/jurisprudences/2802?s_params=jXSpJ1c7tLMs7xj_t5CV
238	Stocks and Stockholders	A transferee/ assignee of shares of stock has the inherent right to have stocks transferred to his name in the Stock and Transfer Book of the corporation	In transferring stock, the secretary of a corporation acts in purely ministerial capacity, and does not try to decide the question of ownership. The duty of the corporation to transfer is a ministerial one and if it refuses to make such transaction without good cause, it may be compelled to do so by mandamus.	Pacific Basin Securities Co., Inc. v. Oriental Petroleum	143972, 144056 & 144631	August 31, 2007	https://wpd.cdasiaonline.com/jurisprudences/4234?s_params=xoV1i_zQd7BuwL2WLXtL
239	Board of Directors/Trustees/Officers	The Corporation Code prohibits the President from acting concurrently as Treasurer	The records show that the President, Wilson Ong, supervised the collection and receipt of rentals in the Masagana Citimall; that he ordered the same to be deposited in the bank; and that he held on to the cash and properties of the corporation. Section 25 of the Corporation Code prohibits the President from acting concurrently as Treasurer of the corporation. The rationale behind the provision is to ensure the effective monitoring of each officer's separate functions.	Ong Yong v. Tiu	144476 & 144629	April 8, 2003	https://wpd.cdasiaonline.com/jurisprudences/7410?s_params=ju1xsxs_Ahi14-Da9_DJ
240	Stocks and Stockholders	A subcription contract involves the corporation as one of the contracting parties	A subscription contract necessarily involves the corporation as one of the contracting parties since the subject matter of the transaction is property owned by the corporation — its shares of stock.	Ong Yong v. Tiu	144476 & 144629	April 8, 2003	https://wpd.cdasiaonline.com/jurisprudences/7410?s_params=ju1xsxs_Ahi14-Da9_DJ
241	Cases Involving the Securities and Exchange Commission	The Securities and Exchange Commission (SEC) shall retain jurisdiction over pending cases where no further proceedings are required for their final decision	SEC Case No. 12-96-5505, as of August 9, 2000, was not a pending case submitted for final resolution, since the same could not be decided by SEC without including a new party and affording said party the opportunity to be heard, thereby requiring further proceedings. The fact that Sec. 5.2 of Republic Act No. 8799 states that the pending cases over which SEC shall retain jurisdiction "should be resolved within one (1) year from the enactment of this Code," confirms the interpretation that it refers to cases where no further proceedings are required for their final resolution.	International Broadcasting Corp. v. Jalandoon	148152 & 149450	November 18, 2005	https://wpd.cdasiaonline.com/jurisprudences/981?s_params=189VJ4qP_uWFikZvmpuX
242	Intra-Corporate Disputes	The (1) relationship of the parties and (2) nature of the controversy are the two tests considered in determining whether jurisdiction is intra-corporate	The relationship of the party-litigants with each other or the position held by petitioner as a corporate officer in respondent MPI during the time he committed the crime becomes merely incidental and holds no bearing on jurisdiction. What is essential is that the fraudulent acts are likewise of a criminal nature and hence cognizable by the regular courts. Thus, notwithstanding the fact that respondent Umezawa was the president and general manager of petitioner MPI and a stockholder thereof, the latter may still be prosecuted for the crimes charged. The alleged fraudulent acts of respondent Umezawa in this case constitute the element of abuse of confidence, deceit or fraudulent means, and damage under Article 315 of the Revised Penal Code on estafa.	Mobilia Products, Inc. v. Umezawa	149357 & 149403	March 4, 2005	https://wpd.cdasiaonline.com/jurisprudences/920?s_params=AMrNFvhmcxJwYU-ArsJX
243	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	PD 902-A does not make any distinction as to what claims are covered by the suspension of actions for claims against corporations under rehabilitation. No exception is made therein in favor of maritime claims. Thus, since the law does not make any exemptions or distinctions, neither should we.	Negros Navigation Co., Inc. v. Court of Appeals	163156 & 166845	December 10, 2008	https://wpd.cdasiaonline.com/jurisprudences/51178?s_params=NUDMhybxqkX1SGHnmCS-
244	Corporate Rehabilitation	There is nothing in the Securities and Exchange Commision (SEC) Reorganization act authorizing the change or modification of contracts entered into by the distressed corporation and its creditors	The amount of rental is an essential condition of any lease contract. Needless to state, the change of its rate in the Rehabilitation Plan is not justified as it impairs the stipulation between the parties. We thus rule that the Rehabilitation Plan is void insofar as it amends the rental rates agreed upon by the parties.	Leca Realty Corp. v. Manuela Corp.	166800 & 168924	September 25, 2007	https://wpd.cdasiaonline.com/jurisprudences/4302?s_params=heVsy511yxjRsKiyNxi7
245	Intra-Corporate Disputes	The removal of an officer is an intra-corporate dispute under the original and exclusive jurisdiction of the Securities and Exchange Commission (SEC), now the trial courts, and not the National Labor Relations Commission (NLRC)	The original complaint-affidavit was based specifically on respondent's appointment as Head of Sales, for which she was initially appointed on 16 July 1999 by Administrative Order No. 1250-99 issued solely by the President of PLDT. Despite her later appointment as Vice-President by the Board of Directors on 29 September 1999 through Administrative Order No. 1239-99, respondent's original position was explicitly retained. It is clear from the words of the appointment that while her compensation package was that of a Vice-President, she was not appointed as such. In fact, this was confirmed by the actions of petitioner itself when it later on appointed her to the position of Vice-President through Board action. The initial appointment of respondent was therefore not to a corporate office.	Philippine Long Distance Telephone Co., Inc. v. Torres, (Notice)	169439, 182402 & 182598	August 3, 2016	https://wpd.cdasiaonline.com/jurisprudences/62200?s_params=kxusoz2XUABbn-GswXrH
246	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	The mere pendency of a petition for corporate rehabilitation and the issuance of a stay order do not and cannot enjoin the courts from the enforcement of claims; neither does it make the case unique and peculiar. In Equitable PCI Bank, Inc. v. DNG Realty and Development Corporation, we reiterated the rule in New Frontier Sugar Corporation v. Regional Trial Court, Branch 39, Iloilo City that a stay order or the suspension of the enforcement of all claims against the corporation shall commence only from the time the rehabilitation receiver is appointed and a stay order is issued.	Bank of the Philippine Islands v. Spouses Co	171172 & 200061	November 9, 2015	https://wpd.cdasiaonline.com/jurisprudences/60828?s_params=AYJyc9wjzkm6suzVbh_r
247	Corporate Rehabilitation	The Interim Rules of Procedure on Corporate Rehabilitation allows for an appointment of a management committee or rehabilitation receiver under very specific circumstances availing under the rule	A corporation may be placed under receivership, or management committees may be created to preserve properties involved in a suit and to protect the rights of the parties under the control and supervision of the court. Management committees and receivers are appointed when the corporation is in imminent danger of "(1) [d]issipation, loss, wastage or destruction of assets or other properties; and (2) [p]aralysation of its business operations that may be prejudicial to the interest of the minority stockholders, parties-litigants, or the general public.	Villamor, Jr. v. Umale	172843 & 172881	September 24, 2014	https://wpd.cdasiaonline.com/jurisprudences/59044?s_params=1Ax16q4VezMWgpVsjWp4
248	Intra-Corporate Disputes	The removal of an officer is an intra-corporate dispute under the original and exclusive jurisdiction of the Securities and Exchange Commission (SEC), now the trial courts, and not the National Labor Relations Commission (NLRC)	The Supreme Court, in a long line of cases, has decreed that a corporate officer's dismissal or removal is always a corporate act and/or an intra-corporate controversy, over which the Securities and Exchange Commission [SEC] (now the Regional Trial Court) has original and exclusive jurisdiction.	Garcia v. Eastern Telecommunications Phils., Inc.	173115 & 173163-64	April 16, 2009	https://wpd.cdasiaonline.com/jurisprudences/51656?s_params=y5gXruXWy2T8RPeECSvt
249	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	An essential function of corporate rehabilitation is, admittedly, the Stay Order which is a mechanism of suspension of all actions and claims against the distressed corporation upon the due appointment of a management committee or rehabilitation receiver.The Stay Order issued by the Rehabilitation Court in SEC Case No. 023-02 cannot, however, apply to the mortgage obligations owing to Metrobank which had already been enforced even before TCEI's filing of its petition for corporate rehabilitation.	Town and Country Enterprises, Inc. v. Quisumbing, Jr.	173610 & 174132	October 1, 2012	https://wpd.cdasiaonline.com/jurisprudences/56262?s_params=RYx3ubAJx7xXmGYVyL6u
250	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	Once a management committee or rehabilitation receiver has been appointed in accordance with PD 902-A, no action for claims may be initiated against a distressed corporation and those already pending in court shall be suspended in whatever stage they may be. Notwithstanding, secured creditors shall continue to have preferred status but the enforcement thereof is likewise held in abeyance. However, if the court later determines that the rehabilitation of the distressed corporation is no longer feasible and its assets are liquidated, secured claims shall enjoy priority in payment.	Express Investments III Private, Ltd. v. Bayantel, Inc	174457-59, 175418-20 & 177270	December 5, 2012
251	Stocks and Stockholders	Minumum requisites must be complied with for there to be a valid transfer of stocks	In the sale of shares of stock, physical delivery of a stock certificate is one of the essential requisites for the transfer of ownership of the stocks purchased. For a valid transfer of stocks, the requirements are as follows: (a) there must be delivery of the stock certificate; (b) the certificate must be endorsed by the owner or his attorney-in-fact or other persons legally authorized to make the transfer; and (c) to be valid against third parties, the transfer must be recorded in the books of the corporation.	Raquel-Santos v. Court of Appeals	174986, 175071 & 181415	July 7, 2009
252	Corporate Rehabilitation	Upon appointment by the court of a rehabilitation receiver or management committee, all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	Unlike the case Sobrejuanite, SLGT's and Dylanco's complaints in the instant case did not seek monetary recovery or to touch the corporate coffers of ASB ahead of others. They did not even consider themselves as money claimants. All they ask was for the enforcement of ASB's statutory and contractual obligations as a condominium developer. Significantly, in Sobrejuanite,the Court stated the observation, in reference to the Arranza case, that "the proceedings before the HLURB [may] be suspended during the rehabilitation [of the ailing corporation]" "if the claim was for monetary awards."	Metropolitan Bank and Trust Co. v. SLGT Holdings, Inc.	175181-82, 175354 &175387-88	September 14, 2007
253	Board of Directors/Trustees/Officers	Directors and trustees are jointly and severally liable with the corporation in cases under Sec. 31 of the Corporation Code	Directors or trustees who willfully and knowingly vote for or assent to patently unlawful acts of the corporation or who are guilty of gross negligence or bad faith in directing the affairs of the corporation or acquire any personal or pecuniary interest in conflict with their duty as such directors, or trustees shall be liable jointly and severally for all damages resulting therefrom suffered by the corporation, its stockholders or members and other persons.	Strategic Alliance Development Corp. v. Radstock Securities Ltd.	178158 & 180428	December 4, 2009
254	Powers and Liabilities of Corporations	While the Corporation Code allows the transfer of all or substantially all the properties and assets of a corporation, the transfer should not prejudice the creditors of the assignor	Assuming that PNCC may transfer all or substantially all its assets, to allow PNCC to do so without the consent of its creditors or without requiring Radstock to assume PNCC's debts will defraud the other PNCC creditors since the assignment will place PNCC's assets beyond the reach of its other creditors.	Strategic Alliance Development Corp. v. Radstock Securities Ltd.	178158 & 180428	December 4, 2009
255	Corporate Rehabilitation	The approval of a Rehabilitation Plan involving dacion en pago or restructuring of debts program does not violate the non-impairment of contracts clause in the Constitution	We find nothing onerous in the terms of PALI's rehabilitation plan. The Interim Rules on Corporate Rehabilitation provides for means of execution of the rehabilitation plan, which may include, among others, the conversion of the debts or any portion thereof to equity, restructuring of the debts, dacion en pago, or sale of assets or of the controlling interest. The restructuring of the debts of PALI is part and parcel of its rehabilitation. The rehabilitation plan, once approved, is binding upon the debtor and all persons who may be affected by it, including the creditors, whether or not such persons have participated in the proceedings or have opposed the plan or whether or not their claims have been scheduled.	Pacific Wide Realty and Development Corp. v. Puerto Azul Land, Inc., (620 PHIL 520-538)	178768 & 180893	November 25, 2009
256	Corporate Rehabilitation	A rehabilitation court may allow the foreclosure of the property of the accommodation mortgagor and exclude the same from the coverage of the stay order	The Interim Rules of Procedure on Corporate Rehabilitation is silent on the enforcement of claims specifically against the properties of accommodation mortgagors. It only covers the suspension, during the pendency of the rehabilitation, of the enforcement of all claims against the debtor, its guarantors and sureties not solidarily liable with the mortgagor. Furthermore, the newly adopted Rules of Procedure on Corporate Rehabilitation has a specific provision for this special arrangement among a debtor, its creditor and its accommodation mortgagor. Section 7 (b), Rule 3 of the said Rules explicitly allows the foreclosure by a creditor of a property not belonging to a debtor under corporate rehabilitation.	Pacific Wide Realty and Development Corp. v. Puerto Azul Land, Inc., (620 PHIL 520-538)	178768 & 180893	November 25, 2009
257	Intra-Corporate Disputes	The (1) relationship of the parties and (2) nature of the controversy are the two tests considered in determining whether jurisdiction is intra-corporate	In overstepping its jurisdiction, the SEC committed grave abuse of discretion.	Imperial v. Armes	178842 & 195509	January 30, 2017
258	Meetings	Stockholders and members may vote in person or by proxy in all meetings of shareholders and members	Voting rights are exercised during regular or special meetings of stockholders; regular meetings to be held annually on a fixed date, while special meetings may be held at any time necessary or as provided in the by-laws, upon due notice. The Corporation Code provides for a whole range of matters which can be voted upon by stockholders, including a limited set on which even non-voting stockholders are entitled to vote on. On any of these matters which may be voted upon by stockholders, the proxy device is generally available.	Government Service Insurance System v. Court of Appeals,	183905 & 184275	April 16, 2009
259	Cases Involving the Securities and Exchange Commission	The Securities and Exchange Commission (SEC)'s power to issue a cease and desist order cannot be delegated to an individual commissioner	To make matters worse for the SEC, the fact that the CDO was signed, much less apparently deliberated upon, by only by one commissioner likewise renders the order fatally infirm. The SEC is a collegial body composed of a Chairperson and four (4) Commissioners. In order to constitute a quorum to conduct business, the presence of at least three (3) Commissioners is required	Government Service Insurance System v. Court of Appeals	183905 & 184275	April 16, 2009
260	Cases Involving the Securities and Exchange Commission	The Securities and Exchange Commission (SEC)'s power ro pass upon the validity of proxies has been withdrawn except if it is intimately tied with an election controversy	Yet a closer reading of the provision indicates that such power of the SEC then was incidental or ancillary to the "exercise of such jurisdiction". Note that Section 6 is immediately preceded by Section 5, which originally conferred on the SEC "original and exclusive jurisdiction to hear and decide cases" involving "controversies in the election or appointments of directors, trustees, officers or managers of such corporations, partnerships or associations". The cases referred to in Section 5 were transferred from the jurisdiction of the SEC to the regular courts with the passage of the SRC, specifically Section 5.2. Thus, the SEC's power to pass upon the validity of proxies in relation to election controversies has effectively been withdrawn, tied as it is to its abrogated jurisdictional powers.	Government Service Insurance System v. Court of Appeals	183905 & 184275	April 16, 2009
261	Intra-Corporate Disputes	The (1) relationship of the parties and (2) nature of the controversy are the two tests considered in determining whether jurisdiction is intra-corporate	Both Civil Case No. 04-1049 of the RTC (Branch 138) in Makati City and SB Civil Case No. 0198 of the Sandiganbayan involved intra-corporate controversies among the stockholders and officers of the corporations. It is settled that there is an intra-corporate controversy when the dispute involves any of the following relationships, to wit: (a) between the corporation, partnership or association and the public; (b) between the corporation, partnership or association and the State in so far as its franchise, permit or license to operate is concerned; (c) between the corporation, partnership or association and its stockholders, partners, members or officers; and (d) among the stockholders, partners or associates themselves. Consequently, we agree with the CA's consolidated decision promulgated on September 30, 2008 that the RTC (Branch 138), not the Sandiganbayan, had jurisdiction because Civil Case No. 04-1049 did not involve a sequestration-related incident but an intra-corporate controversy.	Philippine Overseas Telecommunications Corp. v. Africa	184622, 184712-14, 186066 & 186590	July 3, 2013
262	Cases Involving the Securities and Exchange Commission	The Securities and Exchange Commission (SEC)'s power ro pass upon the validity of proxies has been withdrawn except if it is intimately tied with an election controversy	The Court explained that the power of the SEC to regulate proxies remains in place in instances when stockholders vote on matters other than the election of directors. 35 The test is whether the controversy relates to such election. All matters affecting the manner and conduct of the election of directors are properly cognizable by the regular courts. Otherwise, these matters may be brought before the SEC for resolution based on the regulatory powers it exercises over corporations, partnerships and associations.	Securities and Exchange Commission v. Court of Appeals	187702 & 189014	October 22, 2014
263	Powers and Liabilities of Corporations	The power of a corporation to validly grant or convey any of its real or personal properties is circumscribed by its primary purpose	It is therefore important to determine whether the grant or conveyance is pursuant to a legitimate corporate purpose, or is at least reasonable and necessary to further its purpose. Based on the records of this case, we find that the transfers of the corporate properties to Javonillo, Armentano, Dela Cruz, Alcantara and Loy are bereft of any legitimate corporate purpose, nor were they shown to be reasonably necessary to further ALRAI's purposes.	Agdao Landless Residents Association, Inc. v. Maramion	188642, 189425 & 188888-89	October 17, 2016
264	Corporate Books and Records	The records of all business transactions of the corporation and the minutes of any meetings shall be open to inspection by any member	Sections 74 and 75 of the Corporation Code also sanction the right of respondents to inspect the records and books of accounts of ALRAI and demand the accounting of its funds.	Agdao Landless Residents Association, Inc. v. Maramion	188642, 189425 & 188888-89	October 17, 2016
265	Members	Termination of membership in non-stock corporation must be done in accordance with the manner and cases provided in the articles and by-laws	Even assuming that petitioners were able to prove these allegations, the automatic termination of respondents' membership in ALRAI is still not warranted. As shown above, Section 5 of the ALRAI Constitution does not state that the grounds relied upon by petitioners will cause the automatic termination of respondents' membership.	Agdao Landless Residents Association, Inc. v. Maramion	188642, 189425 & 188888-89	October 17, 2016
266	Intra-Corporate Disputes	Jurisdiction over the subject matter is determined by the allegations in the complaint	In Reyes, we pronounced that "in cases governed by the Interim Rules of Procedure on Intra-Corporate Controversies a bill of particulars is a prohibited pleading. It is essential, therefore, for the complaint to show on its face what are claimed to be the fraudulent corporate acts if the complainant wishes to invoke the court's special commercial jurisdiction." This is because fraud in intra-corporate controversies must be based on "devices and schemes employed by, or any act of, the board of directors, business associates, officers or partners, amounting to fraud or misrepresentation which may be detrimental to the interest of the public and/or of the stockholders, partners, or members of any corporation, partnership, or association," as stated under Rule 1, Section 1 (a) (1) of the Interim Rules. The act of fraud or misrepresentation complained of becomes a criterion in determining whether the complaint on its face has merits, or within the jurisdiction of special commercial court, or merely a nuisance suit.	Guy v. Guy	189486 & 189699	September 5, 2012
267	Board of Directors/Trustees/Officers	All corporate powers of a corporation shall be exercised by its Board of Directors	The corporation may, however, delegate through a board resolution its corporate powers or functions to a representative, subject to limitations under the law and the corporation's articles of incorporation.	University of Mindanao, Inc. v. Bangko Sentral ng Pilipinas	194964-65	January 11, 2016
268	Powers and Liabilities of Corporations	Educational institutions may not secure loans of third parties, such acts are ultra vires	Corporate acts that are outside those express definitions under the law or articles of incorporation or those "committed outside the object for which a corporation is created" are ultra vires. The only exception to this rule is when acts are necessary and incidental to carry out a corporation's purposes, and to the exercise of powers conferred by the Corporation Code and under a corporation's articles of incorporation.	University of Mindanao, Inc. v. Bangko Sentral ng Pilipinas	194964-65	January 11, 2016
269	Corporate Rehabilitation	Rulings in violation of a stay order does not attain finality	We see no reason not to apply the rule in Lingkod in case of violation of a stay order under the Interim Rules. Having been executed against the provisions of a mandatory law, the QC RTC Decision did not attain finality.	La Savoie Development Corp. v. Buenavista Properties, Inc.	200934-35	June 19, 2019
270	Intra-Corporate Disputes	Special Commercial Courts are still considered courts of general jurisdition	5.2 of R.A. No. 8799, otherwise known as The Securities Regulation Code, directs merely the Supreme Court's designation of RTC branches that shall exercise jurisdiction over intra-corporate disputes. The assignment of intra-corporate disputes to SCCs is only for the purpose of streamlining the workload of the RTCs so that certain branches thereof like the SCCs can focus only on a particular subject matter. Nothing in the language of the law suggests the diminution of jurisdiction of those RTCs to be designated as SCCs. Hence, based on the foregoing, it is clear that Branch 46, RTC of Manila, despite being designated as an SCC, has jurisdiction to hear and decide Majestic's suit for specific performance.	Majestic Plus Holding International, Inc. v. Bullion Investment and Development Corp.	201017 & 215289	December 5, 2016
271	Intra-Corporate Disputes	Jurisdiction over controversies involving intra-corporate relations between or among members of an association of homeowners shall be with the Housing and Land Use Regulatory Board (HLURB)	To determine if this case falls under the agency's jurisdiction, it is necessary to examine whether the controversy arose "from any of the following intra-corporate relations: (1) between and among members of the association; (2) between any and/or all of them and the association of which they are members; and (3) between the association and the state insofar as the controversy concerns its right to exist as a corporate entity."	Jaka Investments Corp. v. Urdaneta Village Association, Inc.	204187 & 206606	April 1, 2019
272	Incorporation and Organization of Private Corporations	Corporate existence cannot be collaterally attacked	Section 20 of the Code states that the due incorporation of any corporation claiming in good faith to be a corporation under this Code, and its right to exercise corporate powers, shall not be inquired into collaterally in any private suit to which the corporation may be a party. Such inquiry may be made by the Solicitor General in a quo warranto proceeding.	Ridon v. AXN Networks Phils., Inc., (Notice)	210885 & 210886	August 26, 2014
273	Cases Involving the Securities and Exchange Commission	The Securities and Exchange Commission (SEC) does not act in a quasi-judicial capacity in the process of incorporation	The SEC, in issuing certificates of registration in favor of a corporation, is not called upon to adjudicate the rights of contending parties or to exercise, in any manner, discretion of a judicial nature; nor does it conduct investigations and then draw conclusions from them as basis for its actions. What it does is merely to verify the documents submitted for incorporation in order to determine if there has been substantial compliance with the list of requirements of the Code. Thus, in the process of incorporation, the SEC is clearly not acting in any judicial or quasi-judicial capacity.	Ridon v. AXN Networks Phils., Inc., (Notice)	210885 & 210886	August 26, 2014
274	Cases Involving the Securities and Exchange Commission	The Securities and Exchange Commission (SEC) has the authority to suspend or revoke the franchise or certificate of registration of corporations under the grounds provided in the law	Under Presidential Decree (P.D.) No. 902-A, 31 the authority to suspend or revoke the franchise or certificate of registration of corporations, partnerships or associations upon any of the grounds provided by law lies with the SEC. Section 6 (i) of this decree specifically mandates that the decision must be arrived at after proper notice and hearing. Conducting a hearing is not the function of this Court, for it is not a trier of facts. Neither can it require the presentation of evidence in order to appreciate the factual milieu of a case.	Ridon v. AXN Networks Phils., Inc., (Notice)	210885 & 210886	August 26, 2014
275	Corporate Rehabilitation	Rehabilitation and conservatorship fall under different jurisdictions and fall under different laws	Although of a similar nature, rehabilitation and conservatorship fall under different jurisdictions and are governed by different laws. While rehabilitation in this case was supervised by a trial court sitting as a commercial court, conservatorship was to be under the Insurance Commission's jurisdiction. Respondent's rehabilitation is diametrically inconsistent with CAP Pension's conservatorship as it treats the latter as a mere asset to be disposed in furtherance of its rehabilitation. It has no regard to CAP Pension's financial infirmities and the protection of its planholders, which the conservatorship proceedings shall undertake.	Securities and Exchange Commission v. College Assurance Plan Philippines, Inc.	213130 & 218193	September 9, 2020
276	Cases Involving the Securities and Exchange Commission	The transfer of jurisdiction over pre-need companies from the Securities and Exchange Commission (SEC) to the Insurance Commission cannot be applied retroactively to pending cases	First, a plain reading of the text of Republic Act No. 9829 shows that the transfer of jurisdiction over pre-need companies from the Securities and Exchange Commission to the Insurance Commission cannot be applied retroactively to pending cases. Prior to the enactment of Republic Act No. 9829, Republic Act No. 8799 or the Securities Regulation Code governed pre-need plans. The Securities and Exchange Commission was then the agency mandated to prescribe rules and regulations governing the pre-need industry.	Securities and Exchange Commission v. College Assurance Plan Philippines, Inc.	213130 & 218193	September 9, 2020
277	Intra-Corporate Disputes	The (1) relationship of the parties and (2) nature of the controversy are the two tests considered in determining whether jurisdiction is intra-corporate	Succinctly stated, under the relationship test, an intra-corporate controversy arises when the conflict is between the corporation, partnership or association and its stockholders, partners, members or officers. While under the nature of the controversy test, the incidents of that relationship must also be considered for the purpose of ascertaining whether the controversy itself is intra-corporate. The present case certainly satisfies the relationship test since David and Lu Ym father and sons are all stockholders of LLDC. Anent the nature of the controversy, the issues involved herein pertain to the parties' rights and obligations under Batas Pambansa Blg. 68, or the Corporation Code of the Philippines (Corporation Code), and fundamentally relate to David's status as a stockholder, his alleged divestment of his stockholdings in LLDC, and the corporate fraud purportedly perpetrated by the corporation's directors and officers that led to the dissipation of company assets. Applying the two tests, We rule that this case is in the nature of an intra-corporate controversy falling under Sec. 1 (a) (2) of the Interim Rules and properly cognizable by the RTC.	Lu Ym v. Lu Ym, Sr., (Notice)	219902, 219903 & 219943-44	January 17, 2018
278	Corporate Rehabilitation	Upon issuance of the commencement order (which commencement date retroacts to the date of filing the petition), all actions or claims against the corporation under management or receivership pending before any court, tribunal, board or body shall be suspended	Here, it is undisputed that Kaizen Builders filed a petition for corporate rehabilitation. Finding the petition sufficient in form and substance, the rehabilitation court issued a Commencement Order on August 12, 2015 or during the pendency of the appeal in CA-G.R. CV No. 102330. Yet, the CA proceeded with the case and rendered judgment. On this point we find grave abuse of discretion. To reiterate, the Commencement Order ipso jure suspended the proceedings in the CA at whatever stage it may be, considering that the appeal emanated from a money claim against a distressed corporation which is deemed stayed pending the rehabilitation case. Moreover, the appeal before the CA is not one of the instances where a suspension order is inapplicable. The CA should have abstained from resolving the appeal.	Kaizen Builders, Inc. v. Court of Appeals	226894 & 247647	September 3, 2020