sic itur ad astra

  THE REVISED CORPORATION CODE  OF THE PHILIPPINES  Republic Act No. 11232  TITLE X - APPRAISAL RIGHT Section 81. How Right is Exercised.   The dissenting stockholder who votes against a proposed corporate action may exercise the right of appraisal by making a written demand on the corporation for the payment of the fair value of shares held within thirty (30) days from the date on which the vote was taken: Provided , That failure to make the demand within such period shall be deemed a waiver of the appraisal right. If the proposed corporate action is implemented, the corporation shall pay the stockholder, upon surrender of the certificate or certificates of stock representing the stockholder's shares, the fair value thereof as of the day before the vote was taken excluding any appreciation or depreciation in anticipation of such corporate action. If, within sixty (60) days form the approval of the corporate action by the stockholders, the withdrawing stockholde...

CHAPTER IV MERGERS AND ACQUISITIONS SEC. 16. Review of Mergers and Acquisitions. —  The Commission shall have the power to review mergers and acquisitions based on factors deemed relevant by the Commission. SEC. 17. Compulsory Notification.   — Parties to the merger or acquisition agreement referred to in the preceding section wherein the value of the transaction exceeds one billion pesos (P1,000,000,000.00) are prohibited from consummating their agreement until thirty (30) days after providing notification to the Commission in the form and containing the information specified in the regulations issued by the Commission: Provided , That the Commission shall promulgate other criteria, such as increased market share in the relevant market in excess of minimum thresholds, that may be applied specifically to a sector, or across some or all sectors, in determining whether parties to a merger or acquisition shall notify the Commission under this Chapter. An agreement consummated in ...

   THE REVISED CORPORATION CODE  OF THE PHILIPPINES  Republic Act No. 11232  TITLE IX - MERGER AND CONSOLIDATION Section 75. Plan of Merger or Consolidation.  Two (2) or more corporations may merge into a single corporation which shall be one of the constituents corporations or may consolidate into a new single corporation which shall be the consolidated corporation. The board of directors or trustees of each corporation, party to the merger or consolidation, shall approved a plan of merger or consolidation, shall approved a plan of merger or consolidation, shall approve a plan of merger or consolidation setting forth the following: (a) The names of the corporations proposing to merge or consolidate hereinafter referred to as the constituent corporations; (b) The terms of the merger or consolidation and the mode of carrying the same into effect; (c) A statement of the changes, if any, in the articles of incorporation of the surviving corporation in case of ...

  THE REVISED CORPORATION CODE  OF THE PHILIPPINES  Republic Act No. 11232  TITLE VIII - CORPORATE BOOKS AND RECORDS Section 74. Right to Financial Statements .   A corporation shall furnish a stockholder or member, within ten (10) days from receipt of their written request, its most recent financial statement, in the form and substance of the financial reporting required by the Commission. At the regular meeting of stockholders or members, the board of directors or trustees shall present to such stockholders or members a financial report of the operations of the corporation for the preceding year, which shall include financial statements, duly signed and certified in accordance with this Code, and the rules the Commission may prescribe. However, if the total assets or total liabilities of the corporation are less than Six hundred thousand pesos (₱600,000.00), or such other amount as may be determined appropriate by the Department of Finance, the financial state...

THE REVISED CORPORATION CODE  OF THE PHILIPPINES  Republic Act No. 11232  TITLE VIII - CORPORATE BOOKS AND RECORDS Section 73. Books to be Kept; Stock Transfer Agent .  Every corporation shall keep and carefully preserve at its principal office all information relating to the corporation including, but not limited to: (a) The articles of incorporation and bylaws of the corporation and all their amendments; (b) The current ownership structure and voting rights of the corporation, including lists of stockholders or members group structures, intra-group relations, ownership data, and beneficial ownership. (c) The names and addresses of all the members of the board of directors or trustees and the executive officers; (d) A record of all business transactions; (e) A record of the resolutions of the board of directors or trustees and of the stockholders or members; (f) Copies of the latest reportorial requirements submitted to the Commission; and (g) The minutes of all mee...