All ▸ Bar 2024 ▸ COMMERCIAL AND TAXATION LAWS ▸ I. CORPORATION LAW (R.A. No. 11232, Revised Corporation Code) ▸ F. Stockholders and Members ▸ 2. Participation in Management, Voting Requirements

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F. Stockholders and Members: Participation in Management, Voting Requirements

Sam and Lisa are shareholders of Alpha Corporation, a Philippine corporation engaged in the manufacturing industry. Alpha Corporation has a board of directors composed of five members, including Sam and Lisa. The corporation is scheduled to hold its annual stockholders' meeting to discuss important matters affecting the company.

1. During the stockholders' meeting, can Sam and Lisa actively participate in the management of Alpha Corporation? Discuss.

2. Alpha Corporation's Articles of Incorporation state that certain corporate matters require a two-thirds vote of the shareholders. Can Sam and Lisa, as minority shareholders, challenge the voting requirements imposed by the Articles of Incorporation? Explain.

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