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Identify the controlling doctrine on Participation in Management and Voting Requirements for stockholders in Philippine corporations, and apply it to the following scenario. Solstice Holdings, Inc. has 2,400,000 outstanding voting shares. The by-laws require a two-thirds (2/3) vote of the outstanding capital stock for major corporate actions (e.g., amendments to the articles of incorporation or by-laws, mergers, or other reorganizations). At a stockholders’ meeting called for such action, 1,800,000 shares are represented by proxies; 1,100,000 votes are in favor, 700,000 against, and 0 abstentions. (i) Is the proposed action valid? (ii) If not, what are the appropriate remedies or next steps to lawfully proceed, considering the rules on participation and voting?

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Clara

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