Lee vs.

Court of Appeals (205 SCRA 752)

The right to vote and other rights pertaining to the shares are transferred and registered to the
trustee by virtue of a voting trust agreement provided that it is not used for purposes of fraud or
circumventing the law against monopolies and illegal combinations in restraint of trade. By its very
nature, a voting trust agreement results in the separation of the voting rights of a stockholder from
his other rights such as the right to receive dividends, the right to inspect the books of the
corporation, the right to sell certain interests in the assets of the corporation and other rights to
which a stockholder may be entitled until the liquidation of the corporation.

NIDC vs. Aquino (163 SCRA 153)

This is an exception to the rule that trustee must return certificates to shareholder after expiration of
the voting trust agreement. The acquisition in the present case by PNB-NIDC of the properties in
question was not made or effected under the capacity of a trustee but as a foreclosing creditor for the
purpose of receiving on a just and valid obligation of the bank. In this case, a part of the conditions
mandated in the Financial Agreement entered into by the borrowing corporation with the PNB and
the NIDC, a VTA was executed over 60% of the outstanding and paid up capital stock of the borrowing
corporation. The execution of the VTA also facilitated implementation of the condition in the
Financing Agreement that allowed PNBNIDC to appoint members in the 7-man board of the
corporation, and the appointment of a comptroller by PNB-NIDC to supervise the financial
management of the corporation.

Veraguth vs. Isabela Sugar (57 SCRA 266)

The court held that directors of a corporation have the unqualified right to inspect the books and
records of the corporation at all reasonable times. Pretexts may not be put forward by the officers of
the corporation to keep a director or stockholder from inspecting books and minutes of the
corporation, and the right of inspection cannot be denied on the grounds that the director or
stockholder is on unfriendly terms with the officers of the corporation whose records are sought to be
so inspected. Nevertheless, the Court also held that a director or stockholder has no absolute right to
secure certified copies of the minutes of a corporation until these minutes have been written up and
approved by the directors.

Philpots vs. Phil Manufacturing (40 PHIL 471)

There are limitations to the stockholder’s right to inspect since there are things which a corporation
may have keep secret, as in the case where the corporation is engaged in the business of manufacture
and has acquired a formula or process not generally known. The corporation or its Board of Directors
may properly adopt measures for the protection of such process from publicity.

Pardo vs. Hercules (46 PHIL 964)

It is true that a corporation may deny inspection when sought at unusual hours or under other
improper conditions, however, the executive officers or the board of directors have no power to
deprive a stockholder of the right altogether. The general right given by the statute may not be
lawfully abridged by a by-law unduly restricting the right of inspection based on its skewed
interpretation of "at reasonable hours." The right may be exercised on reasonable hours on business
days throughout the year, and not merely during some arbitrary period of a few days chosen by the
directors, and the motive of the stockholder exercising the right is immaterial.

Gonzales vs. PNB (122 SCRA 489)

Stockholder must not have been guilty of using improperly any information secured thru a prior
examination and that the person asking for such examination must be acting in GF and for a
legitimate purpose in making his demand. He must also setforth the reasons and purposes for which
he desires such inspection.