Re: Shares Previously under Escrow, Liquidation; Condonation of Corporate Rights

December 20, 2019SEC-OGC OPINION NO. 60-19RE: SHARES PREVIOUSLY UNDER ESCROW, LIQUIDATION; CONDONATION OF CORPORATE RIGHTSAtty. Frances CM Aguindadao-ArabeCorporate SecretaryUniversal Leisure Club, Inc.Unit 703 Globe Telecom Plaza II,Cor. Madison and Pioneer Sts.,Mandaluyong CityDear Ms. Aguindadao-Arabe :We write in response to your letter dated 14 September 2014 requesting for an opinion regarding the (1) validity and inclusion of the shares of stock acquired through a Development Agreement which were previously under an Escrow Agreement, for purpose of determining quorum, (2) stockholder's waiver of participation in the distribution of assets of a corporation undergoing liquidation, and (3) stockholder's entitlement to properties after liquidation vis-à-vis existing claimants who gained favorable decisions from regular courts. You averred that Universal Leisure Club, Inc. ("Club"), a non-profit domestic corporation whose Registration of Securities and Permit to Sell Securities to the Public was revoked on 28 June 2004, was organized primarily to promote social, recreational and athletic activities among its members by constructing, developing, and maintaining, initially, at least five (5) component clubs consisting of a mountain golf and nature resort, a city...