1. the doctrine of piercing the veil of corporate fiction was violated.this legal concept was designed to address situations where the separate corporate personality of a corporation.

in the problem, z bank used a conduit to funnel funds for themselves whether for the BOD or the shareholders as clearly provided in the proble.the doctrine must, therefore,be applied to go after the liable stockholders or BOD.

 2.the declaration of cash dividends will depend on two things:1. if the declaration was made by the board of directors out of the unrestricted retained earnings, then the declaration is valid and 2. if done otherwise, then, the declaration is invalid.

9. the bank's position is untenable.first, the act of H&W in disposing their real property has no indications of fraud since they are still left with substantial property to cover their debt since they own a massive interest in the w corp.their personal guaranty for the loan of the corporation is immaterial since in a guaranty, the guarantor becomes liable once the primary party defaults in the payment of the loan. Therefore, the bank should first go after the corp. since it was the debtor in the loan and just go after H&W after the corp.defaults in its

payment of the loan due to their personal guaranty

10. appraisal right may be execised by one who has voted against the proposed corporate action, by making a written demand on the corporation w/in 30days after the date on which the vote was taken for the payment of the fair value of his/her shares. Thus, one who was absent during the meeting or, who being present abstained in the voting can not exercise the appraisal right.

candice can not exercise her appraisal right since a decrease in the ACS is not enumerated as one of the grounds to exercise such right

In this case, candice was not present during the

meeting which is tantamount to a waiver of her appraisal right the problem with no.10 case is that it is not covered

by the appraisal right which is embodied in article 81 groundsunder sec.81, sec.42 and sec.105

13. There is nothing wrong in a corporation or an individual owning substantially all or all the stocks of a corporation.it would only be improper to do so if the corporation's or individual's acts are unlawful or the purpose of owning subsatntially all or all stocks is for unlawful purposes. In the case at bar, there is no showing that oil resources inc.is engaged in unlawful acts in owning 100percent of the shares of U corp. However,, my answer would vary if oil resources is foreign owned due to a limitation imposed by law. The law provides that only up to 60% foreign equity is allowed when it comes to ownership of investment corporations.

 the corp.should have a duly constituted board of directors to pass upon the corp.probs.the 100%owner nshould just

consider his holdings as merely for investment purposes 16. yes, the trust fund doctrine was violated.(mali yung sinabi ko na ang covered lang ng trust fund was the subscribed capital stock).the corporation should have held its remaining assets for its creditors'protection.further, qcorp should not have given in to the pressure of pcorp as it is tantamount to defrauding their other creditors. qcorp hsould have also applied the requirements of the new civil code with regards to the preference of payment to various creditors.civil code 2242 and 2249