Date of Award
Doctor of Juridical Science (S.J.D.)
The main objective of the present treatise is to expound the similarities and dissimilarities of the laws of the Philippine Islands and of the United States of America applicable to private corporations. Act 1459, otherwise known as the Philippine Corporation Law, as amended and as radically modified recently, in many or its important provisions, by Act 3518, is made the basis of discussion from the Philippine view point. All the decisions of the Supreme Court of the Islands interpreting the provisions of the law, and which the author considers pertinent, are also discussed herein. Due to the fact that each of the forty eight states of the American Union has its own corporation law, special reference is made only to the corporation statutes of the states of New York, New Jersey, Maryland, Delaware, Michigan, Illinois and California for these, the author feels, are sufficiently representative of the American laws on the subject, to say nothing of the fact that most of the big private corporations of the United States of America have been incorporated in these seven states. However, the statutes of other states are referred to, now and then, to bring out certain important points. An effort has also been made to state the general rules, to discuss conflicting decisions and to indicate, as far as possible, the weight of American authority on the several subject matters treated.
The author is perfectly aware that this comparative study is not only a stupendous task but one which is, indeed, ambitious. For this reason only the most important and salient features of the laws regarding private corporations are covered in this treatise. The first chapter is devoted to a brief discussion of the historical background or the laws on private corporations both in the Philippines and in America; the second chapter treats of the incorporation and organization of corporations; the third outlines the corporate powers and liabilities; the forth deals with stock and stockholders; the fifth discusses the subject of directors and other officers; the sixth gives the rights and remedies or creditors; the seventh concerns with foreign corporations; and the eighth is a critical summary. Except as they are incidentally touched in the development of the foregoing topics, no attempt is here made to cover such matters as promoters, de facto corporations, de facto officers, ultra vires acts and contracts, reorganization consolidation and merger, dissolution, parent and subsidiary corporations and other matters covered by special provisions and the like.
A second and, perhaps, more fundamental purpose of this treatise is to endeavor to suggest and answer to the nice question as to what law or laws should be applied in cases of conflict of laws or in matters regarding which no specific provisions could be round in the Philippine law on private corporations. Due to the fact that this particular subject is intimately connected with toreign corporations it is included in Chapter VII of this treatise, but it is discussed more at length in Chapter VIII.
Javier, Emilio M., "A Comparative Study of the Laws of the Philippine Islands and of the United States of America Applicable to Private Corporations" (1932). SJD Dissertations.