The Law Proofessor: October 2016

Sunday, October 30, 2016

Sunday conundrum, 30 October 2016

Is there a difference between incorporators and incorporating stockholders of a corporation? Villanueva and Villanueva-Tiansay seem to think so.

On page 203 of their book Philippine Corporate Law, 2013 Edition we can read this passage:

So far, I have not read any other author making the distinction. In fact, De Leon does not mention the term "incorporating stockholder" in his textbook.

Saturday, October 29, 2016

Saturday typos, 29 October 2016

From the Philippine Corporate Law, 2013 Edition by Cesar L. Villanueva and Teresa S. Villanueva-Tiansay:

Page 136,

Page 137,

Page 190,

Sunday, October 23, 2016

Sunday conundrum, 23 October 2016

In Fr. Bernas' The 1987 Constitution of the Republic of the Philippines: A Commentary, 2009 Edition on page 1230 we have this passage:

But on the following page it seems Fr. Bernas changed his mind in the following passage:

The case of Munn is here.

Saturday, October 22, 2016

Saturday typos, 22 October 2016

From The 1987 Constitution of the Republic of the Philippines: A Commentary, 2009 Edition by Joaquin G. Bernas, S.J.:

Page 992,

Page 994,

Page 997,

Page 1040,

Sunday, October 16, 2016

When just is not just

When I read a passage that I cannot understand right away my reading pace grinds to a halt. Am I just too dense? Or is it the sentence before me?

Take this paragraph on page 126 of Villanueva's Philippine Corporate Law, 2013 Edition:

The word "would" seems to be out of place. It should be transferred between "conclusion" and "arise" to make the sentence syntactically precise.

The sentence, without the name of the case, would become like this:

Just because two foreign companies came from the same country and closely worked together on certain projects the conclusion would arise that one was the conduit of the other that would allow piercing the veil of corporate fiction.

Still a little awkward towards the end of the sentence but grammatically alright. But if we do that, the paragraph will contradict the author's discussion in the previous pages. In which case the better thing to do is to read the jurisprudence and see if we can settle the issue.

Here's the passage from the ponencia of Justice Pardo:

Not because two foreign companies came from the same country and closely worked together on certain projects would the conclusion arise that one was the conduit of the other, thus piercing the veil of corporate fiction.

The passage from Villanueva, as revised, contradicts the position of Justice Pardo. So how do we modify Villanueva's passage to realign him with Justice Pardo?

Here's how a student of Legal Writing under Prof. Gallardo A. Escobar, Jr. would have re-written the paragraph:

Marubeni Corp. v. Lirag, held that just because two foreign companies came from the same country and closely worked together on certain projects the conclusion would not arise that one was the conduit of the other that would allow piercing the veil of corporate fiction.