S.A 2020/21 B.E COMMERCIAL LAW | Question #17
SUGGESTED ANSWERS TO THE2020/21 BAR EXAMINATIONS IN COMMERCIAL LAW | Question No. 17
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Two years since it began to operate, a corporation has amassed assets valued at over PHP60,000,000.00. It also has 250 shareholders, each holding at least 150 shares.
Under the Revised Corporation Code, is the corporation required to have an independent director? Explain briefly.
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SUGGESTED ANSWER:
Under the Revised Corporation Code (Section 23), corporations vested with public interest are.required to have independent directors in their Boards. Corporations vested with public interest include public companies as described under the Securities Regulation Code.
A public company is any corporation with a class of equity securities listed for trading on an Exchange OR with assets in excess of Fifty Million Pesos (Php 50,000,000.00) and has two hundred (200) or more stockholders, at least 200 of which hold at least one hundred (100) shares each (Section 23, RCC). Based on the facts provided, the corporation has assets of more than Php 50 million with 250 shareholders, each one holding more than 100 shares each. Thus, being a public company, the corporation is required to have independent directors.
Code: S.A 2020/21 B.E COMMERCIAL LAW | Question #17
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