ERRATUM: Question Number 2 should have read:
1. Given the same facts, A is the majority stockholder and a director of the board for Corporation X. He refused the proposal of Anna, Banana and Associates. He claims the new corporation is too complicated to manage. Instead, he proposes that Corporation X enter into a joint venture agreement or partnership with Anna, Banana and Associates (the partnership). The rest of the board opposed A’s proposal because Corporation X is not empowered by the Articles of Incorporation to enter into JVAs or partnerships. As corporate legal counsel, rule on the opposition of the board.
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Republic Act 11232 or the Revised Corporation Code was signed into law on the 20th of February 2019. It has introduced significant changes to Batas Pambansa 68 or what is now known as the Old Corporation Code. Although the Revised Corporation Code is not going to be part of the 2019 Bar Exams, these updates will definitely be part of your classroom discussions in the weeks and months to come.
For what it’s worth, kapatid, we are becoming part of history right here. About 70 years ago, some intelligent people gathered together to re-write our civil code. In our notes and our exams, we constantly refer to it as the New Civil Code, or the NCC, kahit na edad lolo na ang batas na yan. In the same vein, here we are – the first batch of law students in the Philippines who will study the Revised Corporation Code. Welcome to a moment in history. Here are the changes and innovations under the Revised Corporation Code.
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SHOW NOTES:
Here's a link to Atty. Nico B. Valderrama's paper, dissecting what's new and what's been changed in the Revised Corporation Code: [ Ссылка ]
Read the Revised Corporation Code here: [ Ссылка ]
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