Practice question
Absent an applicable exception, what stockholder authorization does Section39 require for a sale of all or substantially all assets?
- At least two-thirds of outstanding capital stock at a meeting duly called for the purpose
- Only one director’s informal approval
- Only the buyer’s signature
- A majority of the seller’s customers
- No corporate approval
Legal references
- RA11232 Revised Corporation Code: https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html Section39.
- Y-I Leisure v. Yu, GR207161, September8 2015, main opinion: https://lawphil.net/judjuris/juri2015/sep2015/gr_207161_2015.html Asset-disposition context.
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