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PHILIPPINE STOCK EXCHANGE v. CA

This case has been cited 5 times or more.

	GR No. 181455-56 2009-12-04	SANTIAGO CUA v. MIGUEL OCAMPO TAN CHICO-NAZARIO, J.
A corporation, such as PRCI, is but an association of individuals, allowed to transact under an assumed corporate name, and with a distinct legal personality. In organizing itself as a collective body, it waives no constitutional immunities and perquisites appropriate to such body. As to its corporate and management decisions, therefore, the State will generally not interfere with the same. Questions of policy and of management are left to the honest decision of the officers and directors of a corporation, and the courts are without authority to substitute their judgment for the judgment of the board of directors. The board is the business manager of the corporation, and so long as it acts in good faith, its orders are not reviewable by the courts.[61]
	GR No. 183196 2009-08-19	CHONA ESTACIO v. PAMPANGA I ELECTRIC COOPERATIVE CHICO-NAZARIO, J.
Also, Board Resolution No. 53-06 was unanimously passed by all the directors of respondent PELCO I. There is no allegation, much less, evidence, of any irregularity committed by the Board in the approval and issuance of said Board Resolution. Hence, the Court cannot simply brush Board Resolution No. 53-06 aside. Questions of policy and of management are left to the honest decision of the officers and directors of a corporation (or in this case, cooperative), and the courts are without authority to substitute their judgment for the judgment of the board of directors. The board is the business manager of the corporation, and so long as it acts in good faith, its orders are not reviewable by the courts.[43]
	GR No. 167041 2008-06-17	PROVIDENT INTERNATIONAL RESOURCES CORPORATION v. JOAQUIN T. VENUS QUISUMBING, J.
From the above, it can be said that the SEC's regulatory authority over private corporations encompasses a wide margin of areas, touching nearly all of a corporation's concerns.[12] This authority more vividly springs from the fact that a corporation owes its existence to the concession of its corporate franchise from the state.[13] Under its regulatory responsibilities, the SEC may pass upon applications for, or may suspend or revoke (after due notice and hearing), certificates of registration of corporations, partnerships and associations (excluding cooperatives, homeowners' association, and labor unions); compel legal and regulatory compliances; conduct inspections; and impose fines or other penalties for violations of the Revised Securities Act, as well as implementing rules and directives of the SEC, such as may be warranted.[14]
	GR NO. 137321 2007-10-15	PHILIPPINE ASSOCIATION OF STOCK TRANSFER v. CA QUISUMBING, J.
In Philippine Stock Exchange, Inc. v. Court of Appeals,[13] the Court held that the SEC is without authority to substitute its judgment for that of the corporation's board of directors on business matters so long as the board of directors acts in good faith. This Court notes, however, that this case involves, not whether petitioner's actions pertained to management prerogatives or whether petitioner acted in good faith. Rather, this case involves the question of whether the SEC had the power to enjoin petitioner's planned increase in fees after the SEC had determined that said act if pursued may cause grave or irreparable injury or prejudice to the investing public. Petitioner was fined for violating the SEC's cease-and-desist order which the SEC had issued to protect the interest of the investing public, and not simply for exercising its judgment in the manner it deems appropriate for its business.
	GR No. 161886 2007-03-16	FILIPINAS PORT SERVICES GARCIA, J.
If the cause of the losses is merely error in business judgment, not amounting to bad faith or negligence, directors and/or officers are not liable. [17] For them to be held accountable, the mismanagement and the resulting losses on account thereof are not the only matters to be proven; it is likewise necessary to show that the directors and/or officers acted in bad faith and with malice in doing the assailed acts. Bad faith does not simply connote bad judgment or negligence; it imports a dishonest purpose or some moral obliquity and conscious doing of a wrong, a breach of a known duty through some motive or interest or ill-will partaking of the nature of fraud.[18] We have searched the records and nowhere do we find a "dishonest purpose" or "some moral obliquity," or "conscious doing of a wrong" on the part of the respondents that "partakes of the nature of fraud."