Philippine Bar review · Question

Practice question: Disloyalty

Multiple Choice Hard

Practice question

A director has obtained profits through a proven Section 33 diversion. There are 900 outstanding voting shares, and holders of 590 validly approve the act. Management says this exceeds sixty percent and therefore necessarily meets the exception. No other ratification exists. Which is correct?
  1. Any percentage above sixty is sufficient
  2. Only five hundred votes are ever needed
  3. The board’s approval is enough regardless
  4. Two-thirds of 900 is 600, so 590 falls short.
  5. The denominator must be employees instead of stock

Legal references

  • Revised Corporation Code, RA 11232, Sections 30 and 33: https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html

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