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TITLE IX - Questions

This document contains a multiple choice quiz about legal entities and mergers and consolidations under Philippine law. It tests understanding of key terms like merger, consolidation, acquisition, and surviving versus absorbed corporations. It also provides explanations of the required legal processes and votes. For example, it states that a consolidation occurs when companies H and I join to form a new entity L. It also outlines that board approval and 2/3 shareholder or member votes are required to approve a merger or consolidation plan, and that the merger or consolidation becomes effective once the SEC issues a certificate approving the submitted articles.

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1K views2 pages

TITLE IX - Questions

This document contains a multiple choice quiz about legal entities and mergers and consolidations under Philippine law. It tests understanding of key terms like merger, consolidation, acquisition, and surviving versus absorbed corporations. It also provides explanations of the required legal processes and votes. For example, it states that a consolidation occurs when companies H and I join to form a new entity L. It also outlines that board approval and 2/3 shareholder or member votes are required to approve a merger or consolidation plan, and that the merger or consolidation becomes effective once the SEC issues a certificate approving the submitted articles.

Uploaded by

RS
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
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I. Multiple Choice.

1. It is the union of two or more existing entities to form a new entity called the
consolidated corporation.
a. Merger
b. Acquisition
c. Consolidation
d. Business combination

2. I. Merger or consolidation becomes effective upon the mere agreement of the constituent
corporations.
II. Ordinarily, in the merger of two or more existing corporations, one of the
corporations survives and continues the combined business, while the rest are dissolved
and all their rights, properties, and liabilities are acquired by the surviving corporation.
a. Only I is true
b. Only Il is true
c. Both are true
d. Both are false

3. I. Upon approval by a majority vote of each of the board of directors or trustees of the
constituent corporations of the plan of merger or consolidation, the same shall be
submitted for approval by the stockholders or members of each of such corporations at
separate corporate meetings duly called for the purpose.
II. The affirmative vote of stockholders representing at least 2/3 of the outstanding
capital stock of each corporation in the case of stock corporations or at least 2/3 of the
members in the case of non-stock corporations shall be necessary for the approval of
such plan.
a. Only I is true
b. Only Il is true
c. Both are true
d. Both are false

4. I. In the merger of two existing corporations, one of the corporations survives and
continues the business, while the other is dissolved, and all its rights, properties, and
liabilities are acquired by the survivìng corporation.
II. By operation of law, upon the effectivity of the merger, the absorbed corporation
ceases to exist but its rights and properties, as well as liabilities, shall be taken and
deemed transferred to and vested in the surviving corporation.
a. Only I is true
b. Only Il is true
c. Both are true
d. Both are false

5. It is a union whereby one or more existing corporations are absorbed by another


corporation that survives and continues the combined business.
a. Consolidation
b. Acquisition
c. Business combination
d. Merger
II. Explain
1. If Company H and Company I join and become Company L, what legal process has taken
place?
- A consolidation. H and I combine to make a wholly new legal entity known as L.
Which is called the consolidated corporation.

2. What is the required vote for the approval or ratification of merger or consolidation?
- The plan of merger or consolidation must be approved by a majority vote of each
of the board of directors or trustees of the constituent corporations, party to the
merger or consolidation.
- Sec. 76. The affirmative vote of stockholders representing at least two-thirds (⅔)
of the outstanding capital stock of each corporation in the case of stock
corporations or at least two-thirds (⅔) of the members in the case of nonstock
corporations shall be necessary for the approval of such plan.

3. Under section 78 of the Revised Corporation Code of the Philippines. When will the
articles of merger or consolidation be effective?
- The articles of merger or consolidation, signed and certified as required by the
Code, shall then be submitted to the SEC for its approval. If the Commission is
satisfied that the merger or consolidation of the corporations concerned is
consistent with the provisions of the Code and existing laws, it shall issue a
certificate approving the articles and plan of merger or of consolidation, at which
time the merger or consolidation shall be effective.

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