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    Corp Transcript

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    huhah303
    The document discusses dissolution of corporations and the rights of minority stockholders. It notes that while the law requires meetings to dissolve a corporation be done in person, in reality 99% use paper minutes which courts have allowed in some cases. However, requirements like issuing paper minutes should not be used as flimsy grounds to harass family members, as most corporations are governed and run by family, even if publicly listed. The rights of minority stockholders to dissolve a corporation is a common law right that was initially not favored but courts have supported through various jurisprudence, especially in cases of deadlocks where the majority shareholders or board cannot provide help.

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    Corp Transcript

    Uploaded by

    huhah303
    21 views1 page
    The document discusses dissolution of corporations and the rights of minority stockholders. It notes that while the law requires meetings to dissolve a corporation be done in person, in reality 99% use paper minutes which courts have allowed in some cases. However, requirements like issuing paper minutes should not be used as flimsy grounds to harass family members, as most corporations are governed and run by family, even if publicly listed. The rights of minority stockholders to dissolve a corporation is a common law right that was initially not favored but courts have supported through various jurisprudence, especially in cases of deadlocks where the majority shareholders or board cannot provide help.

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    The document discusses dissolution of corporations and the rights of minority stockholders. It notes that while the law requires meetings to dissolve a corporation be done in person, in reality 99% use paper minutes which courts have allowed in some cases. However, requirements like issuing paper minutes should not be used as flimsy grounds to harass family members, as most corporations are governed and run by family, even if publicly listed. The rights of minority stockholders to dissolve a corporation is a common law right that was initially not favored but courts have supported through various jurisprudence, especially in cases of deadlocks where the majority shareholders or board cannot provide help.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    21 views1 page

    Corp Transcript

    Uploaded by

    huhah303
    The document discusses dissolution of corporations and the rights of minority stockholders. It notes that while the law requires meetings to dissolve a corporation be done in person, in reality 99% use paper minutes which courts have allowed in some cases. However, requirements like issuing paper minutes should not be used as flimsy grounds to harass family members, as most corporations are governed and run by family, even if publicly listed. The rights of minority stockholders to dissolve a corporation is a common law right that was initially not favored but courts have supported through various jurisprudence, especially in cases of deadlocks where the majority shareholders or board cannot provide help.

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

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