This case has been cited 2 times or more.
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2016-01-11 |
LEONEN, J. |
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| In Pirovano, et al, this court explained that corporate acts may be ultra vires but not void.[123] Corporate acts may be capable of ratification:[124] | |||||
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2015-07-01 |
PEREZ, J. |
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| Relative to the powers of the Board of Directors, nowhere in the Corporation Code or in the MSC by-laws can it be gathered that the Oversight Committee is authorized to step in wherever there is breach of fiduciary duty and call a special meeting for the purpose of removing the existing officers and electing their replacements even if such call was made upon the request of shareholders. Needless to say, the MSCOC is neither empowered by law nor the MSC by-laws to call a meeting and the subsequent ratification made by the stockholders did not cure the substantive infirmity, the defect having set in at the time the void act was done. The defect goes into the very authority of the persons who made the call for the meeting. It is apt to recall that illegal acts of a corporation which contemplate the doing of an act which is contrary to law, morals or public order, or contravenes some rules of public policy or public duty, are, like similar transactions between individuals, void.[30] They cannot serve as basis for a court action, nor acquire validity by performance, ratification or estoppel.[31] The same principle can apply in the present case. The void election of 17 December 1997 cannot be ratified by the subsequent Annual Stockholders’ Meeting. | |||||