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    Neugene Marketing vs. CA

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    Glen Maullon
    1) NEUGENE Marketing Inc. was engaged in trading business. One of its incorporators transferred his shareholdings to petitioners Sonny Moreno, Arsenio Yang Jr., and Charles O. Sy. 2) Private respondents owned at least two-thirds of NEUGENE's outstanding capital stock and the SEC issued a Certificate of Dissolution. However, the SEC later nullified the certification, holding that the private respondents no longer owned the required two-thirds share. 3) The Court of Appeals ruled that entries in NEUGENE's stock transfer book showed that the private respondents held 5,250 shares, constituting at least two-thirds of the 7,000 outstanding

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    Neugene Marketing vs. CA

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    Glen Maullon
    41 views1 page
    1) NEUGENE Marketing Inc. was engaged in trading business. One of its incorporators transferred his shareholdings to petitioners Sonny Moreno, Arsenio Yang Jr., and Charles O. Sy. 2) Private respondents owned at least two-thirds of NEUGENE's outstanding capital stock and the SEC issued a Certificate of Dissolution. However, the SEC later nullified the certification, holding that the private respondents no longer owned the required two-thirds share. 3) The Court of Appeals ruled that entries in NEUGENE's stock transfer book showed that the private respondents held 5,250 shares, constituting at least two-thirds of the 7,000 outstanding

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    Case Digest Corporation Law

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    Neugene marketing vs. CA

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    1) NEUGENE Marketing Inc. was engaged in trading business. One of its incorporators transferred his shareholdings to petitioners Sonny Moreno, Arsenio Yang Jr., and Charles O. Sy. 2) Private respondents owned at least two-thirds of NEUGENE's outstanding capital stock and the SEC issued a Certificate of Dissolution. However, the SEC later nullified the certification, holding that the private respondents no longer owned the required two-thirds share. 3) The Court of Appeals ruled that entries in NEUGENE's stock transfer book showed that the private respondents held 5,250 shares, constituting at least two-thirds of the 7,000 outstanding

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    41 views1 page

    Neugene Marketing vs. CA

    Uploaded by

    Glen Maullon
    1) NEUGENE Marketing Inc. was engaged in trading business. One of its incorporators transferred his shareholdings to petitioners Sonny Moreno, Arsenio Yang Jr., and Charles O. Sy. 2) Private respondents owned at least two-thirds of NEUGENE's outstanding capital stock and the SEC issued a Certificate of Dissolution. However, the SEC later nullified the certification, holding that the private respondents no longer owned the required two-thirds share. 3) The Court of Appeals ruled that entries in NEUGENE's stock transfer book showed that the private respondents held 5,250 shares, constituting at least two-thirds of the 7,000 outstanding

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 1

    Robinson G.

    Lucena
    3rd year Law Week 9

    NEUGENE MARKETING INC., COURT OF APPEALS, ARSENIO YANG, JR.,


    G.R. No. 112941 February 18, 1999; PURISIMA, J.:

    Facts:

    NEUGENE was engaged in trading business. One of the incorporators named, Eugenio
    Flores, Jr. assigned transferred and conveyed his entire shareholdings in NEUGENE to the
    following, to wit. Pet. Sonny Moreno, Arsenio Yang, Jr., Charles O. Sy. Private respondents,
    owned at least two-thirds (2/3) of NEUGENE's outstanding capital stock, in sufficient compliance
    with the germane provision of Section 118 of the Corporation Code of the Philippines. Then
    SEC issued a Certificate of Dissolution of NEUGENE. Petitioners stated that the majority
    stockholders of NEUGENE, owning eighty percent (80%) of its outstanding capital stock, at the
    time of the adoption and approval of the Resolution for the Dissolution of NEUGENE. SEC
    nullified the Certification on the Dissolution of NEUGENE holding that the private respondents
    were no longer holders of at least two-thirds (2/3) of the outstanding capital stock of NEUGENE
    at the time they presented the petition for dissolution, as required under Section 118 of the
    Corporation Code. (Annex "O").

    Issue:

    Whether or not the private respondents lacked the requisite number of shares of stock or
    had divested themselves of their stockholdings when they voted for the resolution dissolving
    NEUGENE.

    Ruling:

    No, under the Sec. 118. Voluntary dissolution where no creditors are affected. - If
    dissolution of a corporation does not prejudice the rights of any creditor having a claim against
    it, the dissolution may be effected by majority vote of the board of directors or trustees, and by a
    resolution duly adopted by the affirmative vote of the stockholders owning at least two-thirds
    (2/3) of the outstanding capital stock or of at least two-thirds (2/3) of the members of a meeting
    to be held upon call of the directors or trustees after publication of the notice of time, place and
    object of the meeting for three (3) consecutive weeks in a newspaper published in the place
    where the principal office of said corporation is located;

    In this case, the entries on the right-hand portion of NEUGENE'S Stock and Transfer
    Book, under the column "Certificates Issued", indubitably record the private respondents as the
    holders of 5,250 shares, constituting at least two-thirds (2/3) of NEUGENE's outstanding capital
    stock of 7,000 shares.

    Therefore, the private respondents herein are the legitimate holders and owners of at
    least-two-thirds (2/3) of the outstanding capital stock of NEUGENE, with the corresponding right
    to vote for its dissolution, in accordance with Section 118 of the Corporation Code of the
    Philippines.

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