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10th Edition
ISBN: 9781337605656
Author: CROSS
Publisher: CENGAGE L
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Chapter 18, Problem 6BCP
Summary Introduction

Case summary: The firm CC filed for bankruptcy after failing to perform a contract with the firm WS. The persons S and J were two shareholders of the firm CC. They performed their duties with utmost good faith and did not merge personal and corporate interests, nor used corporate name to make frauds. Also, the sole shareholders maintained the books of accounts fairly.

To find: The personal liability of persons S and J for breach of contract.

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Describe one the conditions that must be satisfied before a derivative suit can be instituted. A. The company is under the control of the majority shareholders/directors. B. A wrong must not have been done to the company by the majority shareholders. C. Any damages awarded will not go to the company but to plaintiff shareholder. D. An individual shareholder or minority decides to sue the wrongdoers for or on behalf of company.
In Corporation Law, the application of the principle of “Centralized Management” has brought about the jurisprudential doctrine of --- Theory of Concession Business Judgment Rule Doctrine of Limited Liability. Ultra Vires Doctrine. SEC Opinion No. 04-43, dated 26 October 2004, held that a temporary or permanent cessation of operations of a corporation which does not involve the shortening of corporate term or a formal dissolution of the corporation, may be pursued by the Board of Directors only with ratification by stockholders owning or representing at least two-thirds (2/3) of the outstanding capital stock, although not particularly governed by the Corporation Code, is in recognition, and implementation, of the --- Theory of Concession. Theory of Delegated Power Theory of Business Enterprise Doctrine of Strong Juridical Personality     Whereas, a decrease of the authorized capital stock will not be approved by the SEC if the effect is to prejudice the rights of the creditors, and…
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