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Philippine Bar review · Question

Practice question: Election, Removal, and Filling of Vacancies

Multiple Choice Hard Jurisprudence

Practice question

Stockholders holding 70% of outstanding capital properly notify a meeting and seek removal without cause of the minority’s sole director solely to destroy the minority representation protected by cumulative voting. Which is correct?
  1. Any two-thirds vote permits destroying the protected representation
  2. Notice eliminates every statutory limitation
  3. Section 27 prohibits using removal without cause to deprive minority stockholders of their protected representation
  4. Only the director’s age matters
  5. Minority representation is never protected

Legal references

  • https://elibrary.judiciary.gov.ph/thebookshelf/showdocs/2/86463 — RA 11232, sections 23, 27 and 28

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