Lawyerly

You're currently signed in as:
User

ANT S. YU v. JOSEPH S. YUKAYGUAN

This case has been cited 5 times or more.

	GR No. 174353 2014-09-10	NESTOR CHING v. SUBIC BAY GOLF LEONARDO-DE CASTRO, J.
However, as minority stockholders, petitioners do not have any statutory right to override the business judgments of SBGCCI's officers and Board of Directors on the ground of the latter's alleged lack of qualification to manage a golf course. Contrary to the arguments of petitioners, Presidential Decree No. 902-A, which is entitled REORGANIZATION OF THE SECURITIES AND EXCHANGE COMMISSION WITH ADDITIONAL POWERS AND PLACING THE SAID AGENCY UNDER THE ADMINISTRATIVE SUPERVISION OF THE OFFICE OF THE PRESIDENT, does not grant minority stockholders a cause of action against waste and diversion by the Board of Directors, but merely identifies the jurisdiction of the SEC over actions already authorized by law or jurisprudence. It is settled that a stockholder's right to institute a derivative suit is not based on any express provision of the Corporation Code, or even the Securities Regulation Code, but is impliedly recognized when the said laws make corporate directors or officers liable for damages suffered by the corporation and its stockholders for violation of their fiduciary duties.[23]
	GR No. 201675 2013-06-19	JUANITO ANG v. SPS. ROBERTO AND RACHEL ANG CARPIO, J.
We uphold the CA-Cebu's finding that the Complaint is not a derivative suit. A derivative suit is an action brought by a stockholder on behalf of the corporation to enforce corporate rights against the corporation's directors, officers or other insiders.[29] Under Sections 23[30] and 36[31]of the Corporation Code, the directors or officers, as provided under the by-laws,[32] have the right to decide whether or not a corporation should sue. Since these directors or officers will never be willing to sue themselves, or impugn their wrongful or fraudulent decisions, stockholders are permitted by law to bring an action in the name of the corporation to hold these directors and officers accountable.[33] In derivative suits, the real party in interest is the corporation, while the stockholder is a mere nominal party.
	GR No. 173351 2010-07-29	BF CITILAND CORPORATION v. MARILYN B. OTAKE CARPIO, J.
On 24 February 1987, respondent Merlinda B. Bodullo[7] bought the adjoining Lot 1, Block 101 covered by TCT No. 77549.[8] However, records show respondent occupied not just the lot she purchased. She also encroached upon petitioner's lot.
	GR No. 178158 2009-12-04	STRATEGIC ALLIANCE DEVELOPMENT CORPORATION v. RADSTOCK SECURITIES LIMITED CARPIO, J.
x x x After President Estrada was ousted, I was appointed as President and Chairman of PNCC in April of 2001, this particular board resolution was brought to my attention and I immediately put the matter before the board. I had no problem in convincing them to reverse the recognition as it was illegal and had no basis in fact. The vote to overturn that resolution was unanimous. Strange to say that some who voted to overturn the recognition were part of the old board that approved it. Stranger still, Renato Valdecantos who was still a member of the Board voted in favor of reversing the resolution he himself instigated and pushed. Some of the board members who voted to recognize the obligation of Marubeni even came to me privately and said "pinilit lang kami." x x x.[53] (Emphasis supplied)
	GR No. 181455-56 2009-12-04	SANTIAGO CUA v. MIGUEL OCAMPO TAN CHICO-NAZARIO, J.
The Court finds specious the averment of respondents Miguel, et al., that appraisal rights were not available to them, because appraisal rights may only be exercised by stockholders who had voted against the proposed corporate action; and that at the time respondents Miguel, et al., instituted Civil Case No. 07-610, PRCI stockholders had yet to vote on the intended property-for-shares exchange between PRCI and JTH. Respondents Miguel, et al., themselves caused the unavailability of appraisal rights by filing the Complaint in Civil Case No. 07-610, in which they prayed that the 11 May 2007 Resolution of the Board of Directors approving the property-for-shares exchange between PRCI and JTH be declared null and void, even before the said Resolution could be presented to the PRCI stockholders for approval or rejection. More than anything, the argument of respondents Miguel, et al., raises questions of whether their derivative suit was prematurely filed for they had failed to exert all reasonable efforts to exhaust all other remedies available under the articles of incorporation, by-laws, laws, or rules governing the corporation or partnership, as required by Rule 8, Section 1(2) of the IRPICC. The obvious intent behind the rule is to make the derivative suit the final recourse of the stockholder, after all other remedies to obtain the relief sought have failed.[78]