 Founder’s shares given the exclusive right

to vote and be voted for are not allowed to

exercise that right in violation of the Anti-Dummy
Law and the Foreign Investment Act. (Sec. 7, RCC)
Since Section 7 makes no distinction (and is found
under General Provisions), then it must mean that
founders’ shares may be applied to both stock
and nonstock corporations. Although [Section 88
of the Revised Corporation Code] allows in a
nonstock corporation to limit, broaden or deny
the right of members of any class, the specific
provision of Section 7 to founders’ share must
prevail, and that the nonstock corporation can
lawfully suspend or define the voting rights of its
members, but with respect to founders’ share,
the exclusive right to vote and be voted for of the
founders’ share should expire after five years
from the approval of the SEC. (Forest Hills and
Country Club, Inc. v. Kings Properties Corp., G.R. No.
212833, August 7, 2019).

 A proxy is a form of agency created in instances

when a person is unable to personally cast his or
her vote; hence, the act of voting is delegated to
another person. (Cezar Yatco Real Estate Services,
Inc., vs. Bel-Air Village Association Inc., G.R. No.
211780, November 21, 2018)

 As a general rule, corporate litigation must be

commenced by the corporation itself, with the
imprimatur of the board of directors, which,
pursuant to the law, wields the power to sue.
Therefore, since the derivative suit is a remedy of
last resort, it must be shown that the board, to
the detriment of the corporation and without a
valid business consideration, refuses to remedy a
corporate wrong. A derivative suit may only be
instituted after such an omission. Simply put,
derivative suits take a back seat to board-
sanctioned litigation whenever the corporation is
willing and able to sue in its own name. (Ago
Realty & Dev. Corp. v. Ago, G.R. Nos. 210906 &
211203, October 16, 2019)

 (Sec. 22,) RCC)A corporation exercises its corporate powers

through its board of directors. This power may be
validly delegated to its officers, committees, or
agencies. "The authority of such individuals to
bind the corporation is generally derived from
law, corporate bylaws or authorization from the
board, either expressly or impliedly by habit,
custom or acquiescence in the general course of
business."
the acquiescence in his acts of a particular
nature, with actual or constructive knowledge
thereof, whether within or without the scope
of his ordinary powers.
The authority of the board of directors to
delegate its corporate powers may either be: (1)
actual; or (2) apparent. Actual authority may be
express or implied. Express actual authority
refers to the corporate powers expressly
delegated by the board of directors. Implied
actual authority, on the other hand, "can be
measured by his or her prior acts which have
been ratified by the corporation or whose benefits
have been accepted by the corporation." (TERP Construction Corporation vs Banco
Filipino Savings and Mortgage Bank, G.R. No. 221771,
18 September 2019)

The provisions on seizing corporate

opportunity and disloyalty (Secs. 30 and 33, RCC)
shall also apply to corporate officers. (ibid.)
To hold a director or officer personally liable for
corporate obligations, two requisites must
concur:
a. it must be alleged in the complaint that the
director or officer assented to patently unlawful
acts of the corporation or that the officer was
guilty of gross negligence or bad faith; and
b. there must be proof that the officer acted in bad
faith. (Freyssinet Filipinas Corp. v. Lapuz, G.R. No.
226722, March 18 2019)

 A partnership has a juridical personality separate

and distinct from that of each of the partners
even in case of failure to comply with the
registration of partnership(Art. 1768, NCC).A taxable partnership has a separate juridical
personality from its partners and is liable for
income taxation. Without clear and convincing
proof that the taxpayers received taxable income
personally, or through the partnership, no
intention to evade payment of taxes may be
inferred. (Commissioner of Internal Revenue v.
Spouses Magaan, G.R. No. 232663, May 3, 2021)

 (Dusol v. Lazo, G.R. No. 200555,

January 20, 2021) Industry — the active cooperation, the
work of the party associated, which may be
either personal manual efforts or
intellectual, and for which he receives a
share in the profits (not merely salary) of
the business. The law does not specify the
kind of industry that a partner may
contribute. A limited partner in a limited
partnership, however, cannot contribute
mere industry or services. (Art. 1845.)

 Santiago v. Spouses Garcia, G.R.

No. 228356, March 9, 2020)Article
(Art.) 1769 (3) of the Civil Code provides that
"the sharing of gross returns does not of itself
establish a partnership, whether or not the
persons sharing them have a joint or common
right or interest in any property from which the
returns are derived." There must be an
unmistakable intention to form a partnership
which is lacking in this case. Most importantly,
the facts do not disclose that there is mutual
 agency between Merian and Edna, that is, neither
party alleged that she can bind by her acts the
other, and can be bound by the acts of the other
in the ordinary course of business.

 (Valdes v. La Colina Development Corp., G.R.

No. 208140, July 12, 2021, J. Hernando) Two or more persons bind
themselves to contribute
money, property, or
industry to a common
fund, with the intention of
dividing the profits among
themselves (Article 1767,
NCC).

 DOCTRINE OF PIERCING THE

CORPORATE VEIL
The principle of piercing the veil of corporate
fiction, and the resulting treatment of two
related corporations as one and the same
juridical person with respect to a given
transaction, is basically applied only to determine
established liability; it is not available to confer
on the court a jurisdiction it has not acquired,
in the first place, over a party not impleaded in
a case. Elsewise put, a corporation not
impleaded in a suit cannot be subject
to the court's process
of piercing the veil of its corporate fiction.
In that situation, the court has not acquired
jurisdiction over the corporation and, hence, any
proceedings taken against that corporation and
its property would infringe on its right to due
process. doctrine of piercing the veil of corporate entity
can only be raised during a full-blown trial over
a cause of action duly commenced involving
parties duly brought under the authority
of the court by way of service of summons or
what passes as such service. (Parayday v.
Shogun Shipping Co., Inc., G.R. No. 204555, July 6,
2020, J. Hernando)(Gesolgon v. CyberOne PH.,
Inc., G.R. No. 210741, [October 14, 2020, J.
Hernando)

 Control of the corporation by

the stockholder or parent corporation, fraud or
fundamental unfairness imposed on the plaintiff,
and harm or damage caused to the plaintiff by
the fraudulent or unfair act of the corporation.
(Roquel v. Philippine National Bank, G.R. No. 246270,
June 30, 2021)

 As an exception to the foregoing rule,

jurisprudence has recognized certain instances
when minority stockholders may bring suits on
behalf of corporations." Where the board of
directors itself is a party to the wrong, either
because it is the author thereof or because it
refuses to take remedial action, equity permits
 individual stockholders to seek redress. These
actions have come to be known as derivative
suits. (Ago Realty & Development corporation vs Ago
G. R. No. 210906, January 6, 2020)

 The doctrine of "apparent authority," with special

reference to banks, has long been recognized in
this jurisdiction. Apparent authority is derived not
merely from practice. (Allied Banking Corp. v.
Spouses Macam, G.R. No. 200635, February 1, 2021,
J. Hernando)
 An individual cannot exercise any corporate
power pertaining to a corporation without
authority from its board of directors. Physical acts
of the corporation, like the signing of documents,
can be performed only by natural persons duly
authorized for the purpose. Consequently,
verifications and certifications against forum
shopping purportedly signed in behalf of the
corporation but without the requisite board
resolution authorizing the same are defective.
(Philippine Heart Center vs LGU of Quezon City, GR No.
225409, March 11, 2020)

 Corporate Entity Theory

Basic is the principle that a corporation is vested
by law with a personality separate and distinct
from that of each person composing or
representing it. Equally fundamental is the
general rule that corporate officers cannot be
held personally liable for the consequences of
their acts, for as long as these are for and in
behalf of the corporation, within the scope of
their authority and in good faith. The separate
corporate personality is a shield against the
personal liability of corporate officers, whose acts
are properly attributed to the corporation. (Atienza
v. Golden Ram Engineering Supplies & Equipment
Corp., G.R. No. 205405, June 28, 2021, J. Hernando)

 Section 133 of the Corporation Code of the

 Philippines (1980)62Though it was a single transaction, ANDERSEN's
act of entering into a contract with MAGNA
constitutes doing business in the Philippines. It
cannot be considered as an isolated transaction
because the act is related to ANDERSEN's specific
business purpose. Thus, in doing business
without a license, ANDERSEN had no legal
capacity to sue in the Philippines. (Magna Ready
Mix Concrete Corp. v. Andersen Bjornstad Kane Jacobs,
Inc., G.R. No. 196158, January 20, 2021, J.
Hernando)

 Scope of Authority of the Monetary Board

Issue subpoena, to sue for contempt those
refusing to obey the subpoena without
justifiable reason, to administer oaths and
compelpresentation of books, recordsand ot
hers, needed in its examination, to impose
fines and other sanctions and to issue cease
 and desist order, in the exercise of its quasi-
judicial functions Colmenares v. Duterte,
H. R. Nos. 245981 & 246594, August 9, 2022)

 Bangko Sentral ng Pilipinas (Bangko Sentral) is

the central monetary authority of the Republic of
the Philippines pursuant to Republic Act No.
7653, New Central Bank Act. It supervises the
operations of banks and exercises regulatory
powers over non-bank financial institutions with
quasi-banking functions. It also exercises its
powers through respondent Monetary Board.
These include the power to place banks under
receivership under certain conditions and impose
administrative sanctions on banks and their
directors and/or officers upon violation
of banking laws and regulations and orders
issued by the Monetary Board, commission of
irregularities, conducting business in an unsafe or
unsound manner as may be determined by the
Monetary Board, among others. (Banco Filipino
Savings and Mortgage Bank v. Bangko Sentral ng
Pilipinas, G.R. No. 200642, April 26, 2021,
HERNANDO, J.)

 , R.A. No. 7653)Purely governmental function

Undoubtedly, the function of the Central Bank of
the Philippines (CBP) as the central monetary
authority is a purely governmental function. Prior
to its creation, the supervision of
banks, banking and currency, and the
administration of laws relating to coinage and
currency of the Philippines was lodged with the
Bureau of Treasury under the immediate
supervision of the Executive Bureau (EB). (Bank of
the Philippine Islands v. Central Bank of the Philippines,
G. R. No. 197593, October 12, 2020, HERNANDO, J.)

Corporate body performing governmental

functions
Central Bank of the Philippines is a corporate
body performing governmental functions.
Operating a clearing house facility for regional
checks is within CBP's governmental functions
and duties as the central monetary authority.
(Bank of the Philippine Islands v. Central Bank of the
Philippines, G.R. No. 197593, October 12, 2020,
HERNANDO, J.)

 GLOBAL MEDICAL CENTER OF LAGUNA,INC. V. ROSS SYSTEMS

INTERNATIONAL, INC. GR NO. 230112,11 MAY 2021, EN BANC, (CAGUIOA, J.)
ROSS SYSTEMS INTERNATIONAL,INC V GLOBAL MEDICAL CENTER OF
LAGUNA, INC. GR NO. 230112 & 230119, 11 MAY 2021, EN BANC, (CAGUIOA, J.)
The Expanded Creditable Withholding Tax (CWT), as defined under Section 2.57(B) of
Revenue Regulation (RR) No. 2-98 reads: (B) Creditable Withholding Tax. - Under the
CWT system, taxes withheld on certain income payments are intended to equal or at
least approximate the tax due of the payee on said income. The income recipient is still
required to file an income tax return, as prescribed in Sec. 51 and Sec. 52 of the NIRC,
as amended, to report the income and/or pay the difference between the tax withheld
and the tax due on the income. Taxes withheld on income payments covered by the
 expanded withholding tax (referred to in Sec. 2.57.2 of these regulations) and
compensation income (referred to in Sec. 2.78 also of these regulations) are creditable in
nature.

 KOLIN ELECTRONICS CO., INC. V. KOLIN PHILIPPINES INTERNATIONAL, INC.

G.R. NO. 228165, 09 FEBRUARY 2021, EN BANC, (CAGUIOA, J.) . According to
jurisprudence, the Dominancy Test and the Holistic Test are used in assessing the
resemblance of marks to determine the existence of likelihood of confusion. Out of the
two tests, only the Dominancy Test has been incorporated in the IP Code. It also held
that the legislative intent in explicitly adopting the Dominancy Test was to abandon the
Holistic altogether. This was done by the Congress to finally resolve the conflicting
doctrines regarding what constitutes colorable imitation of a registered mark. Considering
the adoption of the Dominancy Test and the abandonment of the Holistic Test, as
confirmed by the IP Code and the legislative deliberations, the Court made it crystal clear
that the use of the Holistic Test in determining the resemblance of marks has been
deemed abandoned. As such, the Taiwan Kolin case, which used the Holistic Test, is
improper precedent because the Dominancy Test is what is prescribed in the IP Code

 BANCO DE ORO UNIBANK, INC. V.INTERNATIONAL COPRA EXPORT

CORPORATION, INTERCO MANUFACTURING CORPORATION, ICEC LAND
CORPORATION, AND KIMEE REALTY CORPORATION G.R. NOS. 218485-86,
218487, 218488-90, 218491, 218493-97, 218498-503, 218504-07, 218508-13, &
218523-29, 28 APRIL 2021, THIRD DIVISION, (LEONEN, J.) Section 9, Article III of the
1987 Constitution provides that "no law impairing the obligation of contracts shall be
passed." This refers to the non-impairment clause, which ensures that the integrity of
contracts is protected from any unwarranted State inference. It ensures that the terms of
a contract mutually agreed upon by the parties are not tampered with or modified by a
subsequent law

 [ G.R. No. 256177. June 27, 2022 ]

PIONEER INSURANCE & SURETY CORPORATION, PETITIONER, VS. THE INSURANCE
COMPANY, SUCCESSOR BY MERGER TO CLEARWATER INSURANCE COMPANY,
RESPONDENT.

 BDO UNIBANK, INC. v. ANTONIO CHOA G.R. No. 237553, 10 July 2019, THIRD
DIVISION (Leonen, J.)
 ABS-CBN PUBLISHING, INC. v. DIRECTOR OF THE BUREAU OF TRADEMARKS
G.R. No. 217916, 20 June 2018, SECOND DIVISION (Reyes, Jr., J.)
 VICENTE HENSON, JR. v. UCPB GENERAL INSURANCE CO., INC. G.R. No. 223134,
14 August 2019, EN BANC (Perlas-Bernabe, J
 COMMISIONER OF INTERNAL REVENUE v. INTERPUBLIC GROUP OF
COMPANIES, INC. G.R. No. 207039, 14 August 2019, SECOND DIVISION (J.C.
Reyes, Jr., J.)
 TERP CONSTRUCTION CORPORATION v. BANCO FILIPINO SAVINGS AND
MORTGAGE BANK G.R. No. 221771, 18 September 2019, THIRD DIVISION (Leonen,
J.)
 AGUSAN WOOD INDUSTRIES, INC. v. SECRETARY OF THE DEPARTMENT OF
ENVIRONMENT AND NATURAL RESOURCES G.R. No. 234531, 10 July 2019,
SECOND DIVISION (J.C. Reyes, Jr., J.)
 CITY OF DAVAO and BELLA LINDA N. TANJILI, in her official capacity as City
Treasurer of Davao City v. RANDY ALLIED VENTURES, INC. G.R. No. 241697, 29
July 2019, SECOND DIVISION (Perlas-Bernabe, J.)
 COMMISIONER OF INTERNAL REVENUE v. INTERPUBLIC GROUP OF
COMPANIES, INC. G.R. No. 207039, 14 August 2019, SECOND DIVISION (J.C.
Reyes, Jr., J.)
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