[Below are the Multiple Choice Questions asked in the 2013 Bar Exams in Commercial Law. ]
1. Claude, the registered stockholder of 1000 shares in ABC Corp., pledged the shares to Conrad by endorsement in blank of the covering stock certificates and, execution of a Deed of Assignment of Shares of Stock, intended as collateral for a loan of Php1.0 Million that was also supported by a separate promissory note.
(A.) Under these facts, is there a valid pledge of the shares of stock to Conrad? (1%)
(A.) The delegation has been told about the Foreign Investments Act of 1991, as amended (FIA ’91), and they asked what exactly is the law’s essential thrust regarding foreign investments in Philippine business and industries.
You replied that FIA ’91 essentially reflects _________ (1%)
You replied that the definition of “Philippine national’ under FIA ’91 covers ____________.(1%)
You replied that an “export oriented enterprise”, under FIA ’91, is an enterprise that __________. (1%)
How many shares is Dennis entitled to vote at the annual meeting of the stockholders of XYZ? (1%)
Choose the correct statement relating to these redeemable shares. (1%)
Is Brian a holder in due course (HIDC)? (1%)
Choose the correct statement relating to Gawsengsit Corp. (1%)
7. The BIR assessed ABC Corp. for deficiency income tax for taxable year2010 in the amount of Php26,731 ,208.00, inclusive of surcharge and penalties.
The BIR can ___________ (1%)
Who will shoulder the loss of the stolen perfumes? (1%)
Auto Mo, Ayos Ko is a ___________ (1%)
Worried about the future of their family, Kaddafy Benjelani’s estranged wife, Aurelia, secured in December 2010 a life insurance policy on his life and designated herself as the beneficiary.
Is the policy valid and binding? (1%)
In the meantime, MC – which had been undergoing financial reverses – filed a petition for corporate rehabilitation. The rehabilitation court issued a Stay Order to stay the enforcement of all claims against MC.
After shipping the lumber, STJ went to BDP, presented the shipping documents, and demanded payment of the letter of credit opened in its favor. MC, on the other hand, informed the bank of the Stay Order and instructed it to deny payment to STI because of the Stay Order.
BDP comes to you for advice. Your best advice is to ______________ (1%)
(A.) While travelling from Tokyo to Hong Kong, the goods were damaged. What law will govern? (1%)
1. Claude, the registered stockholder of 1000 shares in ABC Corp., pledged the shares to Conrad by endorsement in blank of the covering stock certificates and, execution of a Deed of Assignment of Shares of Stock, intended as collateral for a loan of Php1.0 Million that was also supported by a separate promissory note.
(A.) Under these facts, is there a valid pledge of the shares of stock to Conrad? (1%)
A. No, because shares of stock are
intangible personal properties whose possession cannot be delivered and,
hence, cannot be the subject of a pledge.
B. No, because the pledge of shares of
stock requires double registration with the Register of Deeds of the
principal place of business of the corporation and of the residence of
the pledgor.
C. Yes, because endorsement and delivery
of the certificates of stock is equivalent to the transfer of possession
of the covered shares to the pledgee.
D. Yes, because the execution of the Deed
of Assignment of Shares of Stock is equivalent to a lawful pledge of
the shares of stock.
(B.)After Claude defaulted on the loan, Conrad sought to have the
shares registered in his name in the books of the corporation. If you
are the Corporate Secretary of ABC Corporation, would you register the
shares in the name of Conrad without any written instruction from
Claude? (1%)
A. Yes, since the endorsement and
delivery of the certificates of stock executed by Claude constitute the
legal authority to cancel the shares in his name and to place them in
Conrad’s name.
B. Yes, since the execution of the Deed
of Assignment by Claude would constitute the legal authority to cancel
the shares in his name and place them in Conrad’s name.
C. No, because corporate officers can
only take direct instructions from the registered owners on the proper
disposition of shares registered in their names.
D. No, because the corporation has a primary lien on the shares covering the unpaid subscription.
2. A foreign delegation of businessmen and investment bankers
called on your law firm to discuss the possibilities of investing in
various projects in the Philippines, and wanted your thoughts on certain
issues regarding foreign investments in the Philippines.(A.) The delegation has been told about the Foreign Investments Act of 1991, as amended (FIA ’91), and they asked what exactly is the law’s essential thrust regarding foreign investments in Philippine business and industries.
You replied that FIA ’91 essentially reflects _________ (1%)
A. the “Filipino First Policy”
B. the “Foreign Investments Positive Lists” concept
C. the “Foreign Investments Negative Lists” concept
D. the “Control Test” concept
E. All of the above.
(B.) The delegation asked: aside from Filipino citizens, what
entities would fall under the definition of “Philippine National’ under
FIA ’91?You replied that the definition of “Philippine national’ under FIA ’91 covers ____________.(1%)
A. domestic partnerships wholly composed of Filipino citizens
B. domestic corporations 60% of whose capital stock, outstanding and entitled to vote, are owned and held by Filipino citizens
C. foreign corporations considered as
doing business in the Philippines under the Corporation Code, 100% of
whose capital stock, outstanding and entitled to vote, are wholly-owned
by Filipino citizens
D. All of the above, because the law
considers the juridical personality, whether domestic or foreign, as a
mere medium; the test of nationality is on the individuals who control
the medium
E. None of the above, because the term Philippine national can only cover individuals and not juridical entities.
(C.) The delegation heard that foreigners can invest up to 100% of
the equity in “export oriented enterprises” and you were asked exactly
what the term covers.You replied that an “export oriented enterprise”, under FIA ’91, is an enterprise that __________. (1%)
A. only engages in the export of goods and services, and does not sell goods or services to the domestic market
B. exports consistently at least 40% of its goods or services, and sells at least 60% of the rest to the domestic market
C. exports consistently at least 60% of
the goods or services produced, and sells at least 40% of the rest to
the domestic market
D. exports consistently at least 60% of its goods or services produced, and can sell goods or services to the domestic market
E. None of the above.
(D.) As a last question and by way of a concrete example, a
delegation member finally inquired – which of the following corporations
or businesses in the Philippines may it invest in and up to what
extent? (1%)
A. A lifestyle magazine publication corporation, up to 40% equity
B. An advertising corporation, up to 100% equity
C. A commercial bank, up to 60% equity
D. A jeepney manufacturing corporation, up to 100% equity
E. A real estate development corporation, up to 60% equity
3. Dennis subscribed to 10,000 shares of XYZ Corporation with a
par value of P100 per share. However, he paid only 25% of the
subscription or Php250,000.00. No call has been made on the unpaid
subscription.How many shares is Dennis entitled to vote at the annual meeting of the stockholders of XYZ? (1%)
A. 10,000 shares
B. 2,500 shares
C. 100 shares
D. 0 shares
E. None of the above.
4. ABC Corp. issued redeemable shares. Under the terms of the
issuance, the shares shall be redeemed at the end of 10 years from date
of issuance, at par value plus a premium of 10%.Choose the correct statement relating to these redeemable shares. (1%)
A. ABC Corp. would need unrestricted retained earnings to be able to redeem the shares.
B. Corporations are not allowed to issue redeemable shares; thus, the .issuance by ABC Corp. is ultra vires.
C. Holders of redeemable shares enjoy a preference over creditors.
D. ABC Corp. may redeem the shares at the
end of 10 years without need for unrestricted retained earnings
provided that, after the redemption, there are sufficient assets to
cover its debts.
E. All of the above are incorrect.
5. Arnold, representing himself as an agent of Brian for the sale
of Brian’s car, approached Dennis who appeared interested in buying the
car. At Arnold’s prodding, Dennis issued a crossed check payable to
Brian for P25,000.00 on the understanding that the check would only be
shown to Brian as evidence of Dennis’ good faith and interest in buying
the car. Instead, Arnold used the check to pay for the medical expenses
of his wife in Brian’s clinic after Brian, a doctor, treated her.Is Brian a holder in due course (HIDC)? (1%)
A. Yes, Brian is a HIDC because he was the payee of the check and he received it for services rendered.
B. Yes, Brian is a HIDC because he did not need to go behind the check that was payable to him.
C. No, Brian is not a HIDC because Dennis issued the check only as evidence of good faith and interest in buying the car.
D. No, Brian is not a HIDC because Brian
should have been placed on notice: the check was crossed in his favor
and Arnold was not the drawer.
E. No, Brian is not a HIDC because the requisite consideration to Dennis was not present.
6. Gawsengsit Corp. is a corporation incorporated in Singapore. It
invested in Bumblebee Corp., a Philippine corporation, by acquiring 30%
of its shares. As a result, Gawsengsit Corp. nominated 30% of the
directors of Bumblebee Corp., all of whom are Singaporeans and officers
of Gawsengsit Corp.Choose the correct statement relating to Gawsengsit Corp. (1%)
A. Gawsengsit Corp. is doing business in
the Philippines and requires a license from the Securities and Exchange
Commission (SEC).
B. Gawsengsit Corp. is not doing business
in the Philippines by its mere investment in a Philippine corporation
and does not need a license from the SEC.
C. Gawsengsit Corp. has to appoint a resident agent in the Philippines.
D. Gawsengsit Corp. cannot elect directors in Bumblebee Corp.
E. All the above choices are incorrect.
7. The BIR assessed ABC Corp. for deficiency income tax for taxable year2010 in the amount of Php26,731 ,208.00, inclusive of surcharge and penalties.
The BIR can ___________ (1%)
A. run after the directors and officers of ABC Corp. to collect the deficiency tax and their liability will be solidary
B. run after the stockholders of ABC Corp. and their liability will be joint
C. run after the stockholders of ABC Corp. and their liability will be solidary
D. run after the unpaid subscriptions still due to ABC Corp., if any
E. None of the above choices is correct.
8. Anton imported perfumes from Taiwan and these were released to
him by the bank under a trust receipt. While the perfumes were in
Anton’s warehouse, thieves broke in and stole all of them.Who will shoulder the loss of the stolen perfumes? (1%)
A. The loss of the perfumes will be borne by the bank in whose behalf the perfumes were held in trust.
B. Anton will bear the loss.
C. The exporter can hold both the bank and Anton liable for the loss.
D. The exporter from whom Anton bought the perfumes will bear the loss.
E. No one bears the loss for an unforeseen event.
9. A bank may acquire real property ___________ (1%)
A. by purchase at a public sale of properties levied to satisfy tax delinquencies
B. by purchase from a real estate corporation in the ordinary course of the bank’s business
C. through dacion en pago in satisfaction of a debt in favor of the bank
D. in exchange for the purchase of shares of stocks of the bank
E. All of the above.
F. None of the above.
10. Under the Anti-Money Laundering Act, a depositor’s bank account may be frozen. (1%)
A. by the bank when the account is the subject of a suspicious or covered transaction report
B. by the Anti-Money Laundering Council (AMLC) when the account belongs to a person already convicted of money laundering
C. by the Regional Trial Court, upon ex parte motion by the AMLC, in a criminal prosecution for money laundering pending before it
D. by the Court of Appeals motu proprio in an appeal from a judgment of conviction of a criminal charge for money laundering
E. In none of the above.
11. Unknown to the other four proponents, Enrico (who had been
given the task of attending to the Articles of Incorporation of the
proposed corporation, Auto Mo, Ayos Ko) misappropriated the
filing fees and never filed the Articles of Incorporation with the
Securities and Exchange Commission (SEC). Instead, he prepared and
presented to the proposed incorporators a falsified SEC certificate
approving the Articles. Relying on the falsified SEC certificate, the
latter began assuming and discharging corporate powers. Auto Mo, Ayos Ko is a ___________ (1%)
A. de jure corporation
B. de facto corporation
C. corporation by estoppel
D. general partnership
E. None of the above.
12. Preferred shares cannot vote on the proposal _____________.(1%)
A. to include other corporate officers in the corporation’s by-laws
B. to issue corporate bonds
C. to shorten the corporate term
D. All of the above.
E. None of the above.
13. In 2010, the Philippine National Police declared Kaddafy
Benjelani “Public Enemy No. 1″ because of his terrorist activities in
the country that have resulted in the death of thousands of Filipinos. A
ransom of PIS million was placed on Kaddafy Benjelani’ s head.Worried about the future of their family, Kaddafy Benjelani’s estranged wife, Aurelia, secured in December 2010 a life insurance policy on his life and designated herself as the beneficiary.
Is the policy valid and binding? (1%)
A. Yes, the policy is valid and binding because Aurelia has an insurable interest on the life of Kaddafy Benjelani.
B. No, the policy is not valid and binding because Kaddafy Benjelani has been officially declared a public enemy.
C. Yes, the policy is valid and binding because it has been in force for more than two years.
D. No, the policy is not valid and
binding since the spouses’ estrangement removed Aurelia’s insurable
interest in Benjelani’s life.
E. None of the above.
14. Muebles Classico, Inc. (MC), a Manila-based furniture shop,
purchased hardwood lumber from Surigao Timber, Inc. (STI), a
Mindanao-based logging company. MC was to pay STI the amount of Php5.0
million for 50 tons of lumber. To pay STI, MC opened a letter of credit
with Banco de Plata (BDP). BDP duly informed STI of the opening of a
letter of credit in its favor.In the meantime, MC – which had been undergoing financial reverses – filed a petition for corporate rehabilitation. The rehabilitation court issued a Stay Order to stay the enforcement of all claims against MC.
After shipping the lumber, STJ went to BDP, presented the shipping documents, and demanded payment of the letter of credit opened in its favor. MC, on the other hand, informed the bank of the Stay Order and instructed it to deny payment to STI because of the Stay Order.
BDP comes to you for advice. Your best advice is to ______________ (1%)
A. grant STI’s claim. Under the
“Independence Principle,” the bank deals only with the documents and not
the underlying circumstances; hence, the presentation of the letter of
credit is sufficient.
B. deny STI’s claim. The Stay Order
covers all claims against the debtor and binds all its creditors. The
letter of credit is a claim against the debtor that is covered by the
Stay Order.
C. grant STI’s claim. The letter of
credit is not a claim against the debt or under rehabilitation, but
against the bank which has assumed a solidary obligation.
D. deny STI’s claim. If the bank
disregards the Stay Order, it may be subject to contempt by the
rehabilitation court. STI should file its claim with the rehabilitation
court.
E. file an action for interpleader to resolve the parties’ competing claims.
15. Akiro of Tokyo, Japan sent various goods to his friend Juan in
Cebu City, Philippines, through one of the vessels of Worthwell
Shippers, Inc., an American corporation. En route to Cebu City, the
vessel had two stops, first in Hong Kong, and second, in Manila.(A.) While travelling from Tokyo to Hong Kong, the goods were damaged. What law will govern? (1%)
A. Japanese law
B. Hong Kong law
C. Chinese law
D. Philippine law
E. American law
(B.) Assuming Philippine law to be applicable and Juan fails to
file a claim with the carrier, may he still commence an action to
recover damages with the court? (1%)
A. No, the failure to file a claim with the carrier is a condition precedent for recovery.
B. Yes, provided he files the complaint within 10 years from delivery.
C. Yes, provided he files the complaint within 10 years from discovery of the damage.
D. Yes, provided he files the complaint within 1 year from delivery.
E. Yes, provided he files the complaint within 1 year from discovery of the damage.