Question

Commercial

Rosario Cruz, a 15% stockholder of Maharlika Commercial Holdings, Inc. (MCHI), discovered that the Board of Directors had approved the sale of MCHI's most valuable commercial property in Quezon City to a corporation owned by three of the five directors at a price PHP 25 million below its appraised market value. Rosario made a written demand to the Board to rescind the sale, but the Board rejected her demand on the ground that the transaction had been validly approved. Rosario then filed a complaint before the Regional Trial Court acting as a Special Commercial Court, seeking nullification of the sale and the return of the property to MCHI, as well as damages for MCHI. She filed the suit in her own name, alleging injury to herself as a stockholder. Opposing counsel moved to dismiss, arguing that the injury alleged was suffered by MCHI, not by Rosario personally, and that the action should have been a derivative suit filed in the name of the corporation, not an individual suit in Rosario's name. Is opposing counsel's motion to dismiss meritorious? Decide with reason(s).

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