Question

The Board of Directors of Sampaguita Realty Development Corporation (SRDC) passed a resolution authorizing the return of PHP 15 million to its principal stockholders, the Reyes family, who own 80% of the outstanding capital stock. The Board justified the return as a "refund of excess capitalization" because SRDC had been consistently profitable and the Reyes family argued they had overcapitalized the company at its founding. At the time of the distribution, SRDC had outstanding trade payables and loans totaling PHP 9 million owed to several creditors. One of the creditors, Nagtatrabaho Fabricators, Inc. (NFI), which was owed PHP 2.5 million, filed a complaint to nullify the distribution and sought to hold the directors personally liable. Is NFI's complaint meritorious? Decide with reason(s).

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