PowerPoint PresentationOPENING LECTURE
By  DEAN CESAR L. VILLANUEVA, B.S.C., C.P.A, LL.B., LL.M., FAICD, D.J.S.
ATENEO DE MANILA LAW SCHOOL Rockwell Center, Makati City
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Corporate Practice Course
Mergers & Acquisition Course
(b) Catch-up and Integration
20% Mid-Term Exams Grade
40% Final Exams Grade
4. RULES IN RECITATION GRADES:
60% When absent Medical Certificates required; cannot exceed two (2) instances in the semester
70% For “Pass”
a. Need to keep up-to-date because of many cases assigned
b. Basis of Class Discussions and Exams
6. CONDUCT OF CLASSES:
Queries to e-mail address:
INTRODUCTION TO CORPORATE LAW
HOW IT USED TO BE 25 YEARS AGO (1986) – Considered a “Technical Course”, likened to Tax
THE SETTING TODAY: Economic Growth/Financial Crisis
Globalization
E-commerce and What Lies Ahead
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BASIC PRINCIPLES IN AGENCY AND PARTNERSHIP
4.1. AGENCY
Essentially Revocable in nature
Agent must account for all profits and earnings
Preparatory to achieve a main contract or objective
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Essentially contractual in nature
When elements of (a) contribution to a common fund for purpose of venture and (b) intent to divide profits among themselves
Partnership is formed
With a Juridical Personality separate and distinct from the partners
Mutual Agency among the partners
Principle of Delectus Personarae
Partners liable for Partnership debts even to properties not invested into the partnership venture (Doctrine of “Unlimited Liability”)
INTRODUCTION TO THE STUDY OF CORPORATE LAW
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5. HISTORY OF PHILIPPINE CORPORATE LAW
5.1. The Spanish Code of Commerce
5.2. The Corporation Law (Act 1459; 1 April 1906)
Was weary of the size and potency of Corporate Enterprises
Contained prohibitory provisions on cross ownership of corporations and of owning land
5.3. Corporation Code (May, 1980)
5.4. Pres. Decree No. 902-A
5.5. Reversal of Trend: Securities Regulation Code
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THE “CORPORATION” CONCEPT
“ . . . A corporation is an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence.”
Sec. 2, corporation code
ATTRIBUTES OF CORPORATION
CREATURE OF THE LAW - “Created by operation of law”
SEPARATE JURIDICAL - “With a right of succession”
PERSONALITY
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I. JURIDICAL ENTITY LEVEL
II. INTRA-CORPORATE CONTRACT LEVEL
III. “EXTRA-CORPORATE” CONTRACT LEVEL
Views the relationship between State and the corporation
Views the relationships between and among the members of “corporate family”
Views the relationship between corporation and “outsiders”
BUSINESS THESIS OF THE STUDY OF CORPORATE LAW
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Covered by Section 2, Corporation Code
Essentially Governed by Corporate Law Principles
Animated by Contract Law Doctrines
Under the aegis Constitutional Principles
BUSINESS THESIS OF THE STUDY OF CORPORATE LAW
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1. Between Corporation and its Agents (Directors and Officers)
Governed by Corporate Law, Law on Agency and Trust; and in some case by Labor Law principles
2. Between Corporation and Shareholders/Members
Governed by Corporate Law, supplemented by Contract Law Doctrines
3. Between and Among Stockholders/Members in Common Venture
Governed by Corporate Law, supplemented by Contract Law Doctrines
II. INTRA-CORPORATE RELATIONSHIPS
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III. EXTRA-CORPORATE RELATIONSHIPS
1. Between Corporation and its Employees
Governed by Labor Law, but in limited cases by the Business Judgment Rule of Corporate Law
2. Between Corporation and its Contract Creditors
Governed by Contract Law, particularly Mutuum and Credit Transactions principles
3. Between Corporation and Other Claimants
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TRI- LEVEL “EXISTENCE” IN THE CORPORATE SETTING
I. “ASSETS-ONLY” LEVEL
Economic unit or the “going concern”
The business or endeavor pursued in the medium of the corporation
Defines the “Subject Matter” of Contract
Determines the Applicable Law
BUSINESS THESIS OF THE STUDY OF CORPORATE LAW
1. CORPORATE VEHICLE IS A COMPLEX FORM OF OWNERSHIP-MANAGEMENT SYSTEM AND ITS UNDERLYING BASIS IS “CONTRACT”.
2. THE DEMANDS OF COMMERCE:
(a) Corporation Essentially a Medium of Pursuing Commercial Transactions
(b) Equity versus Debt Investments
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3. OUTLINE SHOWS OUR DISCUSSIONS BASED ON MAJOR TOPICS
STRONG JURIDICAL PERSONALITY
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BUSINESS THESIS OF THE STUDY OF CORPORATE LAW
4. CORPORATE LAW ESSENTIALLY FROM COMMON LAW TRADITION; THE IMPETUS OF COMMERCE
5. DIFFERENCE IN APPROACHES BETWEEN CIVIL LAW AND COMMON LAW
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BUSINESS THESIS OF THE STUDY OF CORPORATE LAW
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BUSINESS THESIS OF THE STUDY OF CORPORATE LAW
“… It is worthy to mention that decisions of our courts have frequently enunciated the principle that the intent of the Legislature will govern. Thus, the Corporation Code should be given a judicious, not stern and discordant interpretation, which will promote and uplift the development of trade relations and which will encourage friendly commercial intercourse among corporations provided that its primordial end (protection of public interest) is served.”
SEC Opinion No. 04-36, 15 June 2004
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