Corporation Code Of The Philippines
TITLE III
Board of Directors/Trusteees/Officers
Sec. 31. Liability of directors, trustees or officers. – Directors or trustees who willfully and knowingly vote for or assent to patently unlawful acts of the corporation or who are guilty of gross negligence or bad faith in directing the affairs of the corporation or acquire any personal or pecuniary interest in conflict with their duty as such directors or trustees shall be liable jointly and severally for all damages resulting therefrom suffered by the corporation, its stockholders or members and other persons.
Sec. 34. Disloyalty of a director. – Where a director, by virtue of his office, acquires for himself a business opportunity which should belong to the corporation, thereby obtaining profits to the prejudice of such corporation, he must account to the latter for all such profits by refunding the same, unless his act has been ratified by a vote of the stockholders owning or representing at least two-thirds (2/3) of the outstanding capital stock. This provision shall be applicable, notwithstanding the fact that the director risked his own funds in the venture.
September 17th, 2011 at 13:45
Mike,
Going back to the beginning – i.e. company startup, why didn’t you give yourself 40% of the stock (maximum) and your wife 11%. If you were Treasurer (allowed) and your wife was Corporate Secretary, the two of you would have had total control from Day 1.
What am I missing here?
Confidentiality assured.
Ian
September 18th, 2011 at 09:46
StickyMedia Solutions, Inc., (SMSI) was more a of a shell company under which I employed people. I do own Michael Turner HarvestSEO.com, Inc.
By not being on the board of SMSI I was supposed to be insulated from employee suits and labor problems and such. Still, I own 86.5% of the paid up capital stock for SMSI. Not being on the board allowed the board to engage in conflicts of interest and betray their Duty of Loyalty.
I just hope I can do it differently enough in the future that this won’t happen again.