Course Objectives Learning

Time Allotment TOPICS ACTIVITIES Assessment Tools

Outcomes
A.1. Concept 1. Conc Week 1-2 I. Corporations as Persons  Recitation  Guided and graded
Review of Persons and lude that a a. Corporations in General  Lecture discussion
its relation with corporation by b. Kinds of Corporations by Mode of Creation with  News critique
Corporations itself is a Discussion  Case studies
b.i. Public Corporations
complex  Debate
business tool b.ii. Private Corporations
based on simple b.ii.1. Constitutional Limits on
A.2. Give a human Creation of Private
general background on experience in Corporations.
the forms of business organizations. b.ii.2. GOCC
organizations used in b.ii.3. Private Corporations
the Philippines 2. Reali
under the Corporation Code
ze the
relationships of II. Forms of Business Organizations
a corporation a. Factors to consider
A.3. Discuss with the state a.i. Creation
the basic concept, and the different a.ii. Continuity
characteristics, stakeholders in a.iii. Management and Control
attributes and general the society a.iv. Liability
classes of private
a.v. Taxation
corporations created
by operation of the 3. Deci b. Corporate Vehicles employed in the
Corporation Code de if a Philippines and their distinctions
corporation is a b.i. Corporation
beneficial tool b.ii. Partnership
for business in b.iii. Cooperatives
view of
b.iv. Sole Proprietorship
organizational
considerations III. Private Corporations Under the
Corporation Code
a. Definition and Attributes (Sec. 1-2)
a.i. Artificial Being
a.i.1. Doctrine of Corporate
 Entity
a.ii. As a Creature of Law
a.ii.1. Theories of Creation
a.iii. Created by Law and by Operation of
Law (Sec. 4)
a.iv. Corporation as a Person, Resident
and Citizen
a.iv.1. Constitutional Rights
a.iv.2. Classifications of Private
Corporations under the Corp.
Code.
 As to place of
Incorporation
 As to Nationality
 Tests Employed
 Incorporation Test
 Wartime Test
 Investment Test
 As to Existence of
Shares
 As to Legal Status (Sec.
20-21)
 De Jure
 De Facto
 Corporation by
Estoppel
 Corporation by
Prescription
 Corporation Sole
a.iv.3. How a Corporation Acts
 a.iv.4. Criminal Liabilities
a.iv.5. Tort Liabilities
a.v. Powers, Attributes and properties
expressly authorized by law or
incident to its existence (Sec. 1)
a.vi. Corporation as a Collection of
Individuals
a.vii. Doctrine of Piercing the Corporate
Veil (Sec. 1)
a.viii. Right of Succession (Sec. 1)
b. Advantages and Disadvantages of a
Corporation as a Business Vehicle
1. Discuss b.i.1. Conc Week 3-5 I. Pre-incorporation Stage, Organization  Lecture  Guided and graded
the basic principle lude that a (Sec. 10, 12, 13, 60, 61) with discussion
governing pre- corporation is but a. People behind the Corporation Discussion  News critique
incorporation stage; composed of a.i. Stockholders and Stakeholders Case studies
and the contractual persons seeking b. Incorporators and Corporators
significance of to derive benefits b.i. Qualification of Incorporators
transactions entered through c. Participation of Stockholders in a
into before juridical investments in a Corporation
personality is acquired. corporate vehicle c.i. Introduction to Shares of Stock and
as expressed in Certificates of Stock (Sec. 6)
2. Discuss shares. c.ii. Classification of Shares (Sec. 6)
the principles c.ii.1. Common Shares
governing shares and b.i.2. Asse c.ii.2. Preferred Shares
its importance in a ss the importance c.ii.3. Treasury shares
corporation sought to of the capital c.ii.4. Other kinds of shares
be incorporated. structure of a c.ii.5. Par Value
corporation c.iii. Authorized Capital Stock,
3. Discuss sought to be Outstanding Capital Stock (Sec. 12)
the concept of formed. c.iv. Minimum Capital Stock Required
authorized capital (Sec. 12)
stock b.i.3. Gene c.v. Amount of Capital Stock to be
 rate ideas on how Subscribed and Paid for purposes of
an investor may Incorporation (Sec. 12)
participate in a c.vi. Subscription Contract under Sec. 60
corporation. c.vii. Pre-Incorporation Subscription
c.vii.1. Promoter’s Contract
c.vii.2. Effect after post-
incorporation on pre-
incorporation subscription
1. Generate 1. Conc Week 6-7 IV. Incorporation  Lecture  Guided and graded
an idea on how the lude that a a. General View with discussion
process of corporation is a.i. The Role of the SEC Discussion  News critique Case
incorporation works. simply a creature  Debate studies
a.ii. The Articles of Incorporation (Sec.
2. Analyze
of law, with the
powers limited 11, 15)
 Name
Reservatio  Group Reporting
the relationship only by what has a.ii.1. Contractual Significance n
between the AOI and been granted of AOI  Preparatio
the theory of under its charter. a.ii.2. Purpose of a Corporation n of AOI
Concession. (Sec. 15)  Reporting:
2. Cons a.ii.3. Corporate Name (Sec. Incorporati
truct the reason on steps
18)
3. Discuss behind the
how corporate decision principle that a a.ii.4. Corporate Term (Sec.
are made through the corporation is but 11)
BOD. an entity of a.iii. Amendment of Articles(Sec. 16 in
limited powers relation to Sec. 6)
4. Discuss relative to its a.iii.1. When to Amend (Sec.
the limits of the power importance in the 16)
of the BOD. society.
a.iii.2. Grounds for Rejection of
5. Discuss 3. Argu Amendment (Sec. 17)
the responsibilities of e or defend why a.iv. The By-Laws (Sec. 46, 47, 48)
the BOD. the concession a.iv.1. Adoption of By-Laws
theory should be b. Statutory requirements and process for
scrapped. incorporation
 c. Commencement of Corporate Existence
4. Eval (Sec. 19)
uate the limits of d. Effect on Non-use of Corporate Charter and
the acts of
Non-operation (Sec.22)
individual
members of the
BOD in relation to II. Management
their duties to the a. The Board of Directors (Sec. 23) &
corporate body. Corporate Officers (Sec. 25)
a.i. Powers of the Board
a.ii. Meetings of the Board (Sec. 53)
a.iii. Election (Sec. 24, 26)
a.iv. Disqualification (Sec. 27)
a.v. Removal (Sec. 28)
a.vi. Vacancies (Sec. 29)
a.vii. Compensation (Sec. 30)
a.viii. Corporate Officers (Sec. 25)
b. Duties and Liabilities of the Directors and
Officers
b.i. Nature (Sec. 31)
b.ii. Self-dealing Directors (Sec. 32)
b.iii. Interlocking Directors (Sec. 33
b.iv. Disloyalty (Sec. 34)
b.v. Liability for Watered Stocks (Sec. 65)
b.v.1. Trust Fund Doctrine
c. Executive Committee (Sec. 34)
 WEEK 8
MIDTERM
EXAMINATI
ONS
1. Discuss the c.i.1. Assess Week 9-12 I. Control  Lecture with  Guided and
importance of control in the value of control a. Definition of control Discussion graded discussion
an organization. in the viewpoint of b. Who are the Stockholders  Invite guest  News critique
the state and of the speaker for stock Case studies
c. The value of investing in Stocks at an
2. Discuss the investors. trading investment.
concept of control and early age
who can be considered as c.i.2. Researc d. How to acquire stocks (visit Citisec
possessing such control. h on the issues online, research about the PSE)
raised before the e. Consideration for Stocks (Sec. 62)
3. Discuss the Court relating to the f. Certificate and Transfer of Shares (Sec.
rights of stockholders, concept of control. 63)
their duties and
g. Issuance of Certificates (Sec. 64)
liabilities. c.i.3. Conclud
e that the h. Payment of Balance of Subscription
corporation’s powers (Sec. 67)
are not only derived i. Delinquency Sale and effects (Sec. 68)
from the state, but j. Rights of Stockholders
also from the j.i. Right to participate in
stockholders. Stockholder’s meetings (Sec. 49-
52)
j.i.1. Quorum
j.ii. Right to receive dividends (Sec.
72)
j.iii. Right to vote (Sec. 6)
j.iii.1. Treasury share
 holders (Sec. 57)
j.iii.2. Common share
holders
j.iii.3. Preferred share
holders
j.iii.4. Pledgers,
Mortgagors and
Administrators (Sec. 55)
j.iii.5. Joint Shareholders
(Sec. 56)
j.iii.6. Voting Trusts (Sec.
59)
j.iii.7. Proxy (Sec. 58)
j.iv. Pre-emptive Rights (Sec. 39)
j.v. Right of First Refusal
j.vi. Appraisal Rights (Sec. 81-86)
j.vii. Right to inspect books
j.vii.1. See Sec. 74-75.
k. Constitutional issues relating to the
concept of control. PLDT Case.

1. Discuss the 1. Analyze Week 13-15 II. Corporate Powers  Lecture with  Guided and
sources of corporate the implications of a. Underlying Theory of Corporate Powers Discussion graded discussion
powers and the ultra vires actions. (Sec. 36)  News critique
requirements for Case studies
b. Powers and Capacity
exercising them. 2. Generat
e Investment b.i. Ultra-vires Doctrine (Sec. 45)
2. Discuss considerations on b.i.1. Doctrine of Limited
consequences of ultra why powers are Powers
vires acts. exercised b.i.2. Types and
Classifications
 b.ii. Express Powers, Incidental
Powers, Implied or Necessary
Powers
b.iii. Power to Sue and Be Sued and
Basic corporate powers
b.iv. Power to issue Shares (Sec. 6)
b.v. Power to declare Dividends (Sec.
43)
b.v.1. Kinds and
Distinctions
b.vi. Power to extend or shorten
Corporate Term (Sec. 37)
b.vii. Power to increase or decrease
capital stock (Sec. 38)
b.viii. Power to incur, create or increase
bonded indebtedness (Sec. 38)
b.ix. Power to deny pre-emptive rights
(Sec. 39)
b.x. Power to sell or dispose assets
(Sec. 40)
b.xi. Power to acquire own shares
(Sec.41)
b.xii. Power to invest corporate funds
in another corporation or
business for any other purpose
(Sec. 42)
b.xiii. Power to enter into management
contracts (Sec. 44)
1. Discuss the 1. Conclud Week 16 V. Death of a Corporation (Sec. 117-119)  Lecture with  Guided and
process of dissolution. e that a corporation a. Voluntary Discussion graded discussion
is not an instrument b. Involuntary  News critique
of perpetuity and Case studies
c. Failure to Commence
monopoly of wealth.
2. Analyze
the implications of
corporate death and
strategies to prevent
such an occurrence.

1. Discuss 1. Conclud VI. Ethical issues governing investments  Research  Guided and
contemporary issues that e that a corporation in Corporations  Debate graded discussion
relate to corporations is a tool of economic a. Corporations as an implement of  Guided lecture and  Heavy News
and the society at large. wealth distribution. discussion critique Case
tax evasion
studies
b. Insider trading
c. The Corporate Greed

WEEK 18 FINAL
EXAMINATIONS