Practice question
A board knowingly approves a patently unlawful corporate act. It argues that any majority-approved choice is protected business judgment. Which response best applies RCC section 30?
- A majority vote legalizes any prohibited act.
- The rule does not erase the statutory consequences of knowingly assenting to a patently unlawful act.
- The act becomes lawful if it earns a profit.
- Only the size of the board matters.
- A corporate title replaces every statutory duty.
Legal references
- Montelibano v. Bacolod-Murcia Milling Co., G.R. No. L-15092, 18 May 1962, https://www.lawphil.net/judjuris/juri1962/may1962/gr_l-15092_1962.html
- Teng v. Teng, G.R. No. 277015, 17 February 2025, main decision, https://lawphil.net/judjuris/juri2025/feb2025/gr_277015_2025.html
- Revised Corporation Code, RA 11232, sections 22, 30 and 39, https://elibrary.judiciary.gov.ph/thebookshelf/showdocs/2/86463
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