Directors Conflict Of Interest

WHAT ACTS COMMITTED BY YOONGI UNDER THE REVISED CORPORATION CODE RA *

Discuss the action/s that may be pursued against Yoongi under the Revised Corporation Code. Explain briefly.

However, the facts of this case present a scenario that the corporation was used as a vehicle to commit fraud, a compelling reason to pierce or disregard the veil of corporate fiction, which allows the court to look beyond the separate legal identities of the parent and its subsidiary. simplify

IF THE QUESTION ASK WHETHER IT IS MERGER OR SALE – The keyword is determine if there is a plan for merger. This is because in merger all the properties and assets of the absorbed corporation, including liabilities are transferred to the surviving corporation. Therefore, the creditor of the absorbed corporation can pursue their claim against the surviving corporation. However, if it is purely sale, the absorbed corporation retains its liabilities to its creditors. check grammar

*. When the identity of the accused has been clearly and positively established. If there is unequivocal proof (e.g., credible eyewitness identification, unassailable forensic evidence) that the accused is indeed the perpetrator of the crime, the court no longer needs to inquire into the underlying reasons or motives that propelled the accused to commit the act. The focus shifts to the established fact of culpability. SIMPLIFY

*. In crimes that are mala prohibita. These are acts deemed criminal because they are prohibited by special laws, regardless of the actor's intent or malice. For such offenses (e.g., illegal possession of firearms, violations of certain drug laws like possession of illegal drugs), the mere commission of the prohibited act is sufficient for conviction, as criminal intent (malice or motive) is not an essential element. *. When the evidence of guilt is direct and overwhelming. If the prosecution presents direct evidence that conclusively points to the accused's guilt, or if the circumstantial evidence presented is so strong and compelling that it leads to no other logical conclusion than the accused's culpability, then the absence of a proven motive will not necessarily prevent a conviction. The physical facts of the crime and the accused's clear connection to them take precedence. SIMPLIFY

*. When it has been duly authorized by the proper court. o This is the primary legal method for using an alias. A person must file a petition in court (specifically, the Regional Trial Court) for authority to use an alias. The court will then hear the petition, and if satisfied with the reasons and that it's not for a fraudulent purpose, it will issue an order allowing the use of the alias. This process ensures the alias is on public record and is legally recognized. *. When it is used exclusively for literary, cinema, theatrical, or artistic purposes. o This falls under the "professional alias" or "stage name" exception. Artists, writers, actors, performers, etc., can use a different name for their professional work without needing formal court authorization, as long as it is confined to their artistic endeavors and not used to defraud or for any illegal SIMPLIFY

*. When it is a widely known nickname or a given name that has been continuously and publicly used by a person since childhood. o This acknowledges the practical reality of common usage. If a person has been known by a certain nickname or a given name (e.g., "Nonoy," "Bebot," "Tita") since childhood and it has become their widely recognized name in their community, they generally do not need to formally register it as an alias, provided it is not used to defraud or commit any crime. However, for official transactions, their registered name is still required. The legal purpose of prohibiting aliases is to prevent confusion and fraud. SIMPLIFY

th the owner's or occupant's express or implied permission. o This is the most common and obvious situation. If the owner or lawful occupant has given consent, whether directly (e.g., "Come in," an invitation) or indirectly (e.g., an open door with a welcome sign for a business), entering is not trespass. *. To render some service to the occupant. o This refers to situations where the entry is necessary to provide a service that the occupant needs or expects, even if explicit permission isn't given at that very moment. Examples include delivering urgent packages, emergency repairs (if requested and imminent), or providing immediate medical assistance if the occupant is in distress. The key is the intent to help or serve the occupant. SIMPLIFY

. *. In hot pursuit of a person who has committed a crime. o This is a justification under the principle of citizen's arrest (warrantless arrest). If a private person has personal knowledge that a crime has just been committed and the offender is fleeing, they may pursue the offender into a dwelling if necessary to effect the arrest. This is considered an act in the performance of a duty to society to apprehend criminals. SIMPLIFY

o prevent some serious harm to himself or to any person, or to the dwelling or property. o This falls under the broader justifying circumstance of state of necessity (Article *, paragraph * of the Revised Penal Code). If entering the dwelling is the only way to prevent an imminent and greater evil or injury to oneself, another person (e.g., rescuing someone from a fire inside the house), or the property itself, it may be justified. The harm sought to be avoided must be greater than the harm caused by the trespass. SIMPLIFY

*. When entry is made under legal authority (e.g., search warrant, warrant of arrest, or specific statutory provisions for certain government agents). o While you specified "private person," it's important to note that law enforcement officers, when acting with a valid warrant or under specific legal exceptions to the warrant rule (e.g., valid warrantless arrest inside a dwelling, or certain situations like a burning building), can lawfully enter without owner consent. A private person assisting law enforcement under lawful command might also fall under this (e.g., a private person ordered by a police officer to help pursue a criminal into a house, though this is rare and highly contextual). simplify