c





 Y 

Y
Kinds of corporation ^Y mny natural person can become incorporators
except under the ural Banking mct in relation
1.Y tock corporation- dividends are received by the to the Development Cooperative Law. But a
stockholders as return of investment. corporation can become a subscriber of a
2.Y Non-stock corporation- organized for charitable corporation.
purposes and civic investments
Composition of articles of incorporation
^Y ›he articles of incorporation are binding within
the period of 6 months. 1.YName
^Y  ust not be misleading
^Y ›he general rule is that a corporation is vested ^Y  ust not be a name of a past
by law with a personality separate and distinct president
from the persons composing it, including its ^Y  ust not be in resemblance with the
officers as well as from that of any other legal
hil flag
entity to which it may be related. 2.YName of incorporators
3.Yaddress of incorporators
^Y mccordingly, corporate officers acting within the
scope of their authority are not personally liable ^Y ›he incorporators are the original signatories of
for damages or labor claims of its employees, the corporation
unless it is alleged and shown that such officers ^Y ›he capital of the corporation has no limit but
deliberately and maliciously designed to evade must not be less than
hp 5,000.00.
the financial obligation of the corporation to its
employees, or used the corporate fiction as a ^Y Differentiate Corporators from Êncorporators
means to perpetrate an illegal act or as a vehicle
for the evasion of existing obligations, the ÊNCO
O m›O  CO
O m›O 
circumvention of statutes, or to confuse the tockholder of stock
legitimate issues, in which case the separate ignatory of mrticles corporation or member of
corporate personality is disregarded. non-stock corporation
Cease to be such if they are
^Y ›he by-laws are the governing rules and Do not cease to be such
no longer stockholders
regulations of the corporation. Number is limited to 5 to No restriction as to
15 number
^Y ›he members should not be less than 5 but not  ust have contractual  ay be such through his
more than 15. capacity guardian

^Y Êt should be registered at the ecurities and ›emporary Officers

Exchange Commission (EC).
^Y Ên order that the EC can take cognizance of a
case, the controversy (ÊN› mCO
O m›E
CON› OVE ) must pertain to any of the
following relationships:
1.Ybetween the corporation, partnership or
association and the public
2.YBetween the corporation, partnership or
association and its stockholders, partners,
members, or officers.
3.Ybetween the corporation, partnership, or
association and the state in so far as its
franchise, permit or license to operate is
concerned
4.Yamong stockholders, partners or associates
themselves
^Y ›he EC is vested with the jurisdiction,
supervision and control over all corporations
which are enfranchised to act as corporate
entities. ›he fact that a corporation which
requires a license or permit from another
government agency does not restrict such
supervision.
^Y ›he corporation continues to be vested with
legal personality until it is dissolved according to
law and EC continues to have jurisdiction over
it.
^Y  eetings of the directors must be personal while
1.Y
resident- must be a stockholder of the
corporation
2.Yecretary- may not be a stockholder
3.Y›reasurer- may not be a stockholder
Contribution
1.Ymoney
›he general rule is that a check is not allowed
except if it is a manager¶s check or cashier¶s
check
2.Yservices
›he general rule is that it is allowed except if it is
for future services
3.Yvaluables
Êt should be with something of value and must
be appraised by a committee to determine its
value
^Y ›he treasurers affidavit should be 25% of capital
actually subscribed and 25% of it is already paid.
^Y ›he lifetime of a corporation is 50 yrs and must be
renewed on the 45th year.
^Y mn advantage of a corporation is that it can obtain
loans from banks.
^Y ›he certificate of incorporation is issued by the EC
as a proof of the existence of a duly registered legal


and organized corporation.

stockholders¶ meeting, proxy voting is allowed
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Y
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Y 
Y
^Y ›he meeting of stockholders shall always be at the
principal office of the corporation and held annually.
^Y ›he Board of Directors is only entitled of per diem
unless denied by the stockholders.
^Y ›he
resident, secretary and treasurer are entitled to
a salary that should be duly approved by the
stockholders provided they do not exceed 10% of the
net income before income tax.
^Y *rom the issuance of certificate of incorporation
within 2 yrs, they must elect their officers from the
start of their business.
NO›m BENE:
1.Ym corporation cannot donate to a political body
2.Y›he government cannot organize a private
corporation but can create a corporation like the

NB, ummit Bank and Land Bank of the

hilippines.
DOC› ÊNE O* CO
O m›ÊON Lm
^Y
iercing the veil of a corporate entity
mn agreement to organize a corporation is valid
for 6 months and no one can withdraw without the
consent of another.
Êf the corporation was organized to commit
fraud, to avoid any liability, hence the corporation
and the stockholders are one and the same person.
›he general rule is that the death of the
stockholders is not the death of the corporation
except when the corporation is considered as one,
therefore the death of the stockholder is also the
death of the corporation.
*actors that may justify piercing the corporate veil
1.Y stock ownership by one or common
ownership of both corporations
2.Y identity of directors and officers
3.Y manner of keeping corporate books and
records
4.Y methods of conducting business
^Y Vo Kong ei Doctrine
m director cannot be elected in two (2)
corporations, where the business of the two (2)
corporations is similar.
^Y À

Y   Y

subscribed and 25% of the subscribed capital must
be fully paid (treasurer¶s affidavit).
^Y ›rust *und Doctrine
Êt is the obligation of the officers of the
corporation to protect the fund of the corporation for
the benefit of the stockholders and the creditors
Examples of cases involving ›rust *und Doctrine
a.Y hen the corporation releases or condones
payment of the unpaid subscription
b.Y hen there is payment of dividends without
unrestricted earnings
c.Y hen properties are transferred in fraud of
creditors
d.Y hen properties are disposed or undue
preference is given to some creditors even if the
corporation is insolvent
^Y
referred Creditors
1.Y taxes for the government
2.Y creditors of the corporation
3.Y stockholders
^Y De Jure Corporation
m corporation duly organized in accordance with law
is a de jure corporation
^Y De *acto Corporation
›he following are instances of a De facto Corporation
1.Y a corporation with defect
2.Y the EC issued a certificate of incorporation
even if the incorporators are insufficient
3.Y the corporation is not authorized
4.Y the treasurer¶s affidavit is not correct
Note: Only the government can question the de facto
government for which the Office of the olicitor Veneral
will issue a quo warranto proceeding
De jure vs. de facto
De jure De facto
One which actually exists
One created in strict or
for all practical purposes
substantial conformity
as a corporation but which
with the statutory
Y Y   Y 

ÀY Y requirements for
has no legal right to


Y 

 Y  Y
Y  
Y 
Y  Y corporate existence as
incorporation
against the tate


Y Y  Y  Y
Y  

Y Y  ÀY

 Y
ight to exist cannot be ight to exist can be
 
 Y Y Y 

Y 
Y 
 

Y   Y successfully attacked even successfully attacked in a
 in a direct proceeding by direct proceeding by the
the state state
m corporation is independent from Vovernmental
control, rules and regulations
^Y Doctrine of Corporate opportunity
^Y Capital tock
›he doctrine states that if there is presented to a


›here is no maximum capital of the corporation, but corporate officer or director a business opportunity
the minimum is five thousand pesos (
hp for which the corporation is financially able to
©


5,000.00). 25% of the capital stock must be undertake, is from its nature in line with the
corporations business and is of practical advantage
Y
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Y 
Y
expectancy, and by embracing the opportunity, the
self ±interest of the officer or director will be
brought into conflict with that of the corporation, the
law will not permit him to seize the opportunity for
himself.
^Y Corporation by Estoppel
One, which has been issued a certificate of
registration, but is considered a corporation by
estoppel precluding either the person behind, or
third parties dealing with it to deny its corporate
existence. Êt is also known as ostensible corporation
olutio indebiti- unjust enrichment
Negotiorium gestio-unauthorized management
^Y Voting trust agreement
a voting trust is a trust created by agreement
between a group of stockholders and the trustee or
by a group of identical agreements between
individual stockholders and a common trustee,
whereby it is provided that for a term of five years, or
for a period contingent upon a certain event, or until
the agreement is terminated, control over the stock
owned by such stockholders, either for certain
purposes or for all purposes, is lodged in the trustee,
either with or without a reservation to the owners, or
persons designated by them, of the power 6to direct
how such control shall be used.
›he law simply provides that a voting trust
agreement in writing whereby one or more
stockholders of a corporation consent to transfer his
or her shares to a trustee in order to vest in the latter
voting for other rights pertaining to said shares for a
period not exceeding five (5) years upon the
fulfillment of statutory conditions specified in the
agreement. ›he five year period may be extended in
cases where the voting trust is executed pursuant to
a loan agreement whereby the period is made
contingent upon full payment of the loan
^Y Voting rights in a corporation
Êt is a fundamental rule that a stockholder
acquires voting rights only when the shares of stock
to be voted are registered in his name in the
corporate books. mn unrecorded transferee cannot
enjoy the status of a stockholder, he cannot vote nor
be voted for, and he will not be entitled to dividends
^Y Êntra-vires ± Lawful act of the corporation

owers of a corporation
a.Y Express ± those expressly authorized by
the Corporation Code and other laws,
and its mrticles of incorporation or
charter
- enumerated powers (to sue and be
sued, to collect or acquire property)
b.Y Êmplied powers ± those that can be
inferred from or necessary for the
exercise of the express powers
-Y those agreed upon
Y

c.Y Êncidental/inherent
owers ± those that
are incidental to the existence of the
corporation
-Y same as express powers
Note: there are express powers that are
incidental powers like the power to acquire
property.
m corporation can exercise not only powers
expressly conferred upon it by its charter but also
those that may be reasonably necessary or proper to
promote the interest or welfare of the corporation.
Êf the act is one which is lawful in itself, and not
otherwise prohibited, is done for the purpose of
serving corporate ends, and is reasonably tributary
to the promotion of those ends, is a substantial, and
not in a remote and fanciful sense, it may fairly be
considered within the charter powers. ›he test is
whether the act is in direct and immediate
furtherance of the corporation¶s business, fairly
incident to the express powers and necessary to their
exercise. Êf so, the corporation has the power to do
it; if otherwise, not.
^Y ‘ltra-vires ± mcts outside the powers of the
corporation
Kinds
1.Y void per se (illegal act)- void abinitio
2.Y voidable- valid until annulled\ four (4) years
prescription
3 stages of voidable ultra vires acts
1.Y executory on both sides
2.Y executory on one side/executed on other
side
3.Y already executed by both parties
Kinds of ‘ltra Vires mcts
1.Y executory on both sides ± this could be set
aside.
2.Y Executor on one side and executed on the
other side ± if the corporation has already
received the benefits, it must honor the
contract
3.Y Executed on both sides ± if both parties have
already benefited, both should honor a
contract
^Y Nationality of a Corporation(Vrandfather¶s ule)
›he citizenship of a private corporation registered in
the
hilippines is determined by the citizenship of
the controlling stockholders, in accordance of the
control test.
Êt is also the place of incorporation or where the or
where the corporation is organized.
^Y Control test
Ên times of war, the corporations in the
hilippines
are controlled by the enemies
Kinds of shares/stocks

©

1.Y par value share- the amount is written in the
certificate of stock
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Y 

Y
^Y m subscription contract is executed when a person
2.Y no par value share- the amount of share is not buys a stock/share for which it stipulates the terms
included, but should not be less than
hp 5.00 of payment.

3.Y treasury share- reacquired by the corporation ^Y m call resolution is a resolution demanding the
from a stockholder by donation, when the payment of the balance of the subscription contract.
shares are delinquent, when the corporation
buys the share to make it even ^Y ›o validate the buying of a share of stock, the
owner/seller must surrender the certificate of stock
4.Y redeemable share- there is a stipulation in the to the buyer. ›he buyer must go to the stock and
contract transfer clerk of the corporation to cancel the
-hen there is one contract, the latter provision certificate of stock in the name of the seller and the
prevails stock and transfer clerk must issue another stock
certificate in the name of the buyer.
5.Y *ounder¶s share- it is good for 5 years.
-given to the founders of the corporation ^Y Baltazar Doctrine- if a stockholder has not fully paid
his share, the corporation will only issue a certificate
Distinction of share of stock and certificate of stock of sock equivalent to the amount paid. However, this
doctrine is no longer in effect, the EC will only
hare of stock Certificate of stock serve or issue a certificate of stock until the shares
‘nit of interest in a Evidence of the are fully paid.
corporation holder¶s ownership of
the stock and of his ^Y Doctrine of equality of shares
right as a shareholder
and up to the extent Êt provides that where the mrticles of
specified therein Êncorporation do not provide for any distinction of
Êt is an incorporeal or Êt is concrete and the shares of stock, all shares issued by the
intangible property tangible corporation are presumed to be equal and enjoy the
Êt may be issued by the  ay only be issued same rights and privileges and are also subject to the
corporation even if the only if the same liabilities.
subscription is not subscription is fully
fully paid paid ^Y Vote required in board resolution
1.Y majority vote as a general rule
^Y atered stock 2.Y all other vote, 2/3 vote

atered stock is those issued not in exchange
for its equivalent either in cash, property, share,
stock dividends, or services; thus, the issuances
of such stocks are prohibited.
›hese include stocks:
a.Y Êssued without consideration (bonus
share)
b.Y Êssued as fully paid when the
corporation has received a lesser sum of
money than its par or issued
value(discounted share)
c.Y Êssued for consideration other than
actual cash (i.e. property or services),
the fair valuation of which is less than its
par or issued value
d.Y Êssued as stock dividend when there are
no sufficient retained earnings or
surplus to justify
Note: Directors or officers who consented to its
issuance is solidarily liable to the corporation for the
difference in value
^Y tock and transfer books are the responsibility of the
secretary who is in-charge of transferring shares for
which he must file a surety bond to protect the
stockholders.
^Y m corporation by prescription is a corporation that
need not to be registered because they already
existed before the effectivity of the corporation code,
they antedated the corporation code (churches)
^Y one-man corporation- one man controls the
corporation in terms of voting in the following:
1.Y extension of corporate life
2.Y investment in other corporation
3.Y merger
4.Y consolidation
5.Y dissolution
^Y ›he Board of Directors is the governing body of the
corporation composed of 15 members.
^Y Only natural persons can become incorporators
exception is the ural Bank mct in relation to the
Cooperative Development mct for which the
cooperative can borrow money from the rural bank,
therefore, the rural bank may become an
incorporator.
^Y equirements for corporation
1.Y not less than 5 persons but not more than 15
2.Y agreement is good for 6 months
3.Y articles of incorporation
4.Y by laws
5.Y treasurer¶s affidavit
^Y
roxy Voting
Êt is not allowed in meeting of directors but it is
allowed in stockholders annual meeting, it is also
allowed if there is an 
m
ights of a stockholder


1.Y to receive dividends

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Y
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Y 
Y
2.Y to inspect the books of the corporation-
there must be no conflict of interest, under
doctrine of corporate opportunity
3.Y to sell his shares without consent of others-
delectus personae
Kinds of dividends
1.Y cash dividend- mandatory if there is an
excess of 100% on net surplus
2.Y stock dividends- not taxable
^Y m call resolution to pay subscription must be enacted
by the Board of Directors
^Y ›he declaration of dividends can be revoked by the
Board of Directors if it is not yet announce to the
stockholders.
^Y Êf the dividends are deposited in a bank, the
resolution cannot be revoked.
^Y m foreigner can be a stockholder in a nationalized
corporation provided that the shares shall be 60%
*ilipino and 40% foreigner.
^Y Election of Board of Directors- cumulative voting is
mandatory in the election
Qualifications:
1.Y legal age
2.Y have knowledge in corporation law
Disqualifications:
1.Y conviction of a crime involving moral
turpitude and the penalty is more than 6 years
2.Y Violation of corporation code in 5 years
prior to the election.
^Y ‘nder the doctrine of cumulative voting, the shares
of stockholders shall be multiplied to the number of
candidates to determine how many votes a
stockholder will have.
^Y m corporation is not entitled to moral damages
except in violations of the intellectual property law
where the
hilippines is a member.
Kinds of Damages
1.Y moral
2.Y liquidated
3.Y nominal
4.Y actual
5.Y exemplary
^Y
re-emptive right is the right of first refusal, the
stockholder sells his shares first to co-stockholders
before selling to the public
^Y mppraisal right is the right of the stockholder to
determine the price of his share. Êf there is a conflict
in the decision, they shall form a 3-man committee
to determine the price, the decision of the 3-man
committee is final.
^Y m close corporation is a family corporation
composed of the members of the family, non-
member of the family is not allowed(20 members)
Y

^Y mn open corporation is a corporation for which the
shares of stock are open to the public.
^Y m religious sole is a corporation formed by head of
churches. m corporation sole can buy land in the

hilippines because it is owned by the head of the
church.
^Y m foreign company must register to the EC in order
to validly do business in the
hilippines.
^Y m religious sole/religious corporation cannot sell
their property without the approval from the ›C,
except, when approved by their parish church, to
protect the rights of the members of the church
*oreign Corporation
1.Y m foreign corporation must secure a license
and appoint a resident agent before it is
allowed to do business in the
hilippines
2.Y ›here is a contract of reciprocity between
the
hilippines and the country where the
corporation was organized.
3.Y ›hat with respect to Êntra- corporate
Controversy, the law of the foreign
corporation where it is organized shall
govern.
4.Y Ên stockholders¶ meeting, all preferred and
common stockholders should be notified to
vote, although as a general rule, a preferred
stockholder is not entitled to vote.
Can all the stockholder in a corporation be foreigners?
es, except in fully or partly nationalized
corporations. *or example, a manufacturer that exports
all its products can be wholly-owned by foreigners
hat are the fully and partly nationalized corporations?
1.Y here no foreign stockholder is allowed.
a.Y  ass  edia except recording (mrt
XVÊ, ec 11, Constitution)
b.Y etail trade enterprises with paid-
up capital of less than ‘ 2.5
 illion (ec 5, m No 8762)
c.Y
rivate security agencies (ec 4, m
No 5487)
d.Y mall scale mining(ec 3, m No
7076)
e.Y ‘tilization of natural resources (mrt
XÊÊ, ec 2, Constitution)
f.Y Cockpits (ec 5,
D 449)
g.Y  anufacture, repair, stockpiling
and/or distribution of nuclear
weapons (mrt ÊÊ, ec 8, Constitution)
h.Y  anufacture of firecrackers and
other pyrotechnic devices (ec 5, m
No 7183)
2.Y ‘p to twenty percent (20%) foreign equity
a.Y
rivate radio communications
network ( m No 3846)
3.Y ‘p to twenty-five percent (25%) foreign

equity
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Y 
Y
a.Y
rivate ecruitment, whether local
or overseas employment (mrt 27,
D
No 442)
b.Y Construction and repair of locally
funded works (ec 1, Cm 541)
4.Y up to forty percent (40%) foreign equity
a.Y Exploration, development and
utilization of natural resources (mrt
XÊÊ, ec 2, Constitution)
b.Y ealty companies and other
corporations that own private lands
(mrt XÊÊ, ec 7, Constitution)
c.Y Operation and management of
public ‘tilities (mrt XÊÊ, ec 11,
Constitution)
d.Y Culture, production, milling,
processing, trading except retail of
rice and corn and by-products (ec
5,
D No 194; ec 15, m No 8762
e.Y mdjustment companies (ec 323,
D
No 612)
f.Y auna and steam bath bathhouses,
massage clinics and similar
activities ( m No 7042)
5.Y up to sixty percent (60%) foreign equity
a.Y *inancing companies (ec 6, m No
5980, as amended by m No 8556)
b.Y Ênvestment houses (ec 5,
D No
129, as amended by m No 8366)
*oreign Corporation ± power to sue and be sued
a.Y uit by a foreign corporation ± the foreign
corporation transacting business in the

hilippines without a license to do business shall
not be permitted to maintain or intervene in any
court or administrative agency.
b.Y uit against a *oreign Corporation ± mny foreign
corporation transacting business in the

hilippines whether or not with a license, may
be sued against/before
hilippine Courts or
administrative tribunals on any valid cause of
action recognized under
hilippine Laws
(Doctrine of Quasi- Estoppel by acceptance of
benefits)\
Kinds of uit
1.Y Class uit ±there are many stockholders
who have the same problem, but a few of
them can file the suit in their behalf
2.Y Êndividual uit ± a stockholder whose right
have been violated
3.Y Derivative suit ± the officers and directors
are the ones liable, hence any stockholder
can sue in behalf of the corporation
emedies in a corporation
1.Y ehabilitation- if the corporation cannot pay the
obligations on time, it should file in court a case
of rehabilitation
2.Y Conservatorship- there is mismanagement in the
corporation; the EC will assign/appoint a
conservator to manage the corporation and to
have a better management. ›he period for
conservatorship shall be 0ne (1) year, the
Y

corporation shall pay the expenses of the
conservator
3.Y eceivership ± when the corporation is bankrupt
and cannot pay its debts, the EC will assign an
administrator or receiver to collect all the assets
and debts owning in the corporation to pay the
debtors.
^Y mn interlocking directorate is a person who is a
directorate in two corporations with more than 20%
of outstanding capital
^Y ›he general rule is that an interlocking director
cannot engage into a contract between the
corporation except when it is approved by the board
via a 2/3 vote in favor for which the interlocking
director shall not participate.
^Y Directors, officers, stockholders and related interest
cannot borrow from their own corporation except
when there is approval by the Board of Directors
where the borrowers inhibit themselves and there
must be approval from the EC.
emoval of a Director (Vrounds)
1.Y any ground provided
2.Y removed by 2/3 vote of the outstanding
capital stocks
3.Y there must be a meeting for the removal
4.Y the director sought to be removed must be
duly notified
^Y Executive Committee is delegated by the Board of
Directors of their powers and duties (e.g.
repeal/adoption of bylaws, removal of directors,
declaration of cash dividends
Kinds of *ranchise
1.Y
rimary franchise- the law authorizing the
formation of a corporation(the corporation
code
2.Y econdary franchise- the moment a
corporation is organized, it enjoys some
powers. ›hese powers are called secondary
franchise
^Y m merger is the absorption of a corporation of
another corporation. Êt is allowed provided that the
debts of the corporation are absorbed by the
absorbing corporation.
^Y m consolidation is the joining together of two or
more corporations. Êt is allowed provided that the
debts of the corporations are not extinguished.
^Y ›he merger of air and land transport is prohibited.
^Y Liabilities of officers/directors of a corporation
1.Y conflict of interest
2.Y engage in business in competition with the
corporation
3.Y entering in illegal/unlawful contract
^Y ›he officers/directors are solidarily liable to the
stockholders in approving unlawful/illegal contracts.

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Y
^Y ›he remedy of an officer/director is to write to the m corporation must organize (elect officers) within 3

resident of the corporation thru the EC stating his years and transact business within 5 years, otherwise its
objection to the contract. franchise will be cancelled by the EC.

^Y hen there is no meeting in the corporation a ›he corporation code is a penal law as provided for
petition must be filed to the EC to become an acting in ec 144. m share of stock is a chattel and if foreclosed
president for the purpose of conducting a meeting. must be redeemed before its foreclosure

^Y Ên case of non-stock corporation

1.Y scheme/schedule of distribution of assets

2.Y if a scheme is not made, the assets of the
corporation shall be given to the municipality
2 kinds of stockholder where the corporation holds its principal office

1.Y
referred stockholder- an investor of the ^Y Cuentas in participation- not registered, two or more
corporation. Not entitled to vote, when the persons are partners but only one appears as owner
corporation is dissolved, return of investment is and is the one liable
first given to the preferred stockholder ^Y atered stock- the consideration given is below the
2.Y common stockholder- with voting rights value of the shares of stock or consideration is over
valued
^Y both are required to vote in the following instances: ^Y Ên case of overvalued consideration, the one who
issued the certificate and the buyer is liable solidarily
1.Y dissolution of corporation (2/3) for claims of creditors and other stockholders.
2.Y merger/consolidation
3.Y shortening or extending corporate life `
4.Y management contract
5.Y investment of funds
6.Y amendments of incorporation

^Y the membership to a non-stock corporation is non-

transferable

^Y a non-stock school can demand an increase in

tuition fees but it cannot be used to increase the per
diem of the Board of Directors but can be used for
the improvement if facilities and increase in the
wages of teachers.

Vrounds for dissolution

1.Y violation of corporation code

2.Y insolvency
3.Y shortening of corporation code(corporate life)

^Y tages of dissolution

1.Y dissolution- upon filing of petition, the

corporation shall cease its business operation
(Êt cannot transact business anymore)
a)Y voluntary- the stockholders pass a
resolution thru the BOD to
dissolve/shorten the life of the
corporation
b)Y involuntary- upon petition of 3
creditors/upon order for violation of
corporation code(failure to submit
annual report, failure to keep record of
book of corporation)

2.Y Liquidation- 5 years period of liquidation-the

EC shall appoint a receiver who shall collect the
debts and assets of the corporation. (to recover
debts due to the corporation)
3.Y inding-up all obligations of the corporation
have been settled
4.Y Distribution of the assets of preferred
stockholders


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