Practice question
A corporation replaces a lost certificate and invokes Section72’s protection from actions, although its officers were negligent in the replacement process. It says procedural replacement creates absolute immunity even for negligence. Which is best?
- The section expressly excepts fraud, bad faith or negligence from that protection
- Every replacement creates universal immunity
- Negligence is expressly excluded from consideration
- Only the number of shares matters
- A corporate seal automatically cures all wrongdoing
Legal references
- RA11232 Revised Corporation Code: https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html Section72.
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