Practice question
A director argues that approval by a bare majority of the board necessarily satisfies section 33’s ratification exception. Is that correct?
- Yes, all board votes are identical to stockholder votes
- Yes, the director may vote for himself alone
- Yes, a board majority always represents two-thirds OCS
- Yes, no ratification vote is specified
- No, section 33 specifies ratification by stockholders owning or representing at least two-thirds OCS
Legal references
- https://elibrary.judiciary.gov.ph/thebookshelf/showdocs/2/86463 — RA 11232, sections 30 and 33
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