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    2.0 Ramon vs. Villareal

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    I took her to my penthouse and i freaked it
    The petitioner, a stockholder and board member of Bicol Savings and Loan Association (BSLA), challenged the decrease and increase of BSLA's capital stock approved at a special stockholders' meeting. The Securities and Exchange Commission dismissed the petitioner's complaint. The Court of Appeals affirmed, finding that United Bicol Savings Bank (the renamed BSLA) had substantially complied with the legal requirements for changing a corporation's capital stock, as evidenced by documents showing notice of the meeting, minutes of the meeting, and certificates approving the changes. The Supreme Court upheld the lower courts' decisions.

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    2.0 Ramon vs. Villareal

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    I took her to my penthouse and i freaked it
    29 views2 pages
    The petitioner, a stockholder and board member of Bicol Savings and Loan Association (BSLA), challenged the decrease and increase of BSLA's capital stock approved at a special stockholders' meeting. The Securities and Exchange Commission dismissed the petitioner's complaint. The Court of Appeals affirmed, finding that United Bicol Savings Bank (the renamed BSLA) had substantially complied with the legal requirements for changing a corporation's capital stock, as evidenced by documents showing notice of the meeting, minutes of the meeting, and certificates approving the changes. The Supreme Court upheld the lower courts' decisions.

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    The petitioner, a stockholder and board member of Bicol Savings and Loan Association (BSLA), challenged the decrease and increase of BSLA's capital stock approved at a special stockholders' meeting. The Securities and Exchange Commission dismissed the petitioner's complaint. The Court of Appeals affirmed, finding that United Bicol Savings Bank (the renamed BSLA) had substantially complied with the legal requirements for changing a corporation's capital stock, as evidenced by documents showing notice of the meeting, minutes of the meeting, and certificates approving the changes. The Supreme Court upheld the lower courts' decisions.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    29 views2 pages

    2.0 Ramon vs. Villareal

    Uploaded by

    I took her to my penthouse and i freaked it
    The petitioner, a stockholder and board member of Bicol Savings and Loan Association (BSLA), challenged the decrease and increase of BSLA's capital stock approved at a special stockholders' meeting. The Securities and Exchange Commission dismissed the petitioner's complaint. The Court of Appeals affirmed, finding that United Bicol Savings Bank (the renamed BSLA) had substantially complied with the legal requirements for changing a corporation's capital stock, as evidenced by documents showing notice of the meeting, minutes of the meeting, and certificates approving the changes. The Supreme Court upheld the lower courts' decisions.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 2

    RAMON VILLAREAL

    Vs.
    COURT OF APPEALS

    FACTS:
     In 1981, petitioner was a preferred stockholder' and a member of the Board of Directors
    of Bicol Savings and Loan Association, Inc. (BSLA).
     On September 18, 1981, a special stockholders' meeting was held at the main office of
    the BSLA for the purpose of approving, among others, the decrease and increase of the
    capital stock of BSLA and the change of the corporate name to United Bicol Savings Bank
    Inc. (UBSB)
     At said meeting, stockholders owning more than 2/3 of the outstanding capital stock as
    well as the majority of the directors approved
    1. decrease of the authorized capital of BSLA from P2,500,000 to P1,000,000
    2. increase of the authorized capital stock of BSLA from P1,000,000 to
    P14,285,000
    3. change of corporate name from Bicol Savings and Loans Association, Inc. to
    United Bicol Savings Bank
    4. subscription of United Coconut Planters Bank to the capital stock of BSLA.
     Central Bank issued a Certificate of Authority embodying the aforementioned and SEC
    issued Certificates of Decrease of Capital and Increase of Capital Stock
     petitioner filed a letter-complaint with respondent SEC, alleging anomalous and
    fraudulent manipulations committed on the approved applications for decrease and
    increase of capital stock of BSLA — dismissed by SEC.
     Petitioner appealed the Order of respondent SEC by way of a petition for review on
    certiorari — SC referred the petition to CA and the latter subsequently dismissed it. MFR
    also denied.
    ISSUE: W/N there was no substantial compliance by the UBSB with the legal formalities
    prescribed by the Corporation Code for the increase or decrease in the capital stock of the
    corporation under Section 38.

    HELD: No, there was substantial compliance.

    Sec. 38 of the Corporation Code states: “No corporation shall increase or decrease its capital
    stock or incur, create or increase any bonded indebtedness unless
    1. approved by a majority vote of the board of directors and,
    2. at a stockholders' meeting duly called for the purpose,
    3. two-thirds (2/3) of the outstanding capital stock shall favor the increase or diminution of
    the capital stock or of the incurring, creating, or increasing of any bonded indebtedness.

    Written notice of the proposed increase or diminution of the capital stock, or of the incurring,
    creating or increasing of any bonded indebtedness and of the time and place of the
    stockholders' meeting at which the proposed increase or diminution of the capital stock or the
    incurring or increasing of any bonded indebtedness is to be considered, must be addressed to
    each stockholder at his place of residence as shown on the books of the corporation and
    deposited to the addressee in the post office with postage prepaid, or served personally.

    In the case at bar, private respondent substantially complied with these requirements as
    embodied in the exhibits they presented:
    (a) Notice of Special Stockholders' Meeting;
    (b) Minutes of the Special Stockholders' Meeting of the BSLA, Inc.;
    (c) Directors' Certificate of Decrease of Authorized Capital Stock;
    (d) Directors' Certificate of Increase of Authorized Capital Stock;
    (e) Treasurer's Certificate

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