In negotiations for transactions involving corporate restructuring, spin-offs, mergers, and acquisitions, among others, it is common to encounter transferring of assets from entity to another, which may or may not involve critical assets of entities that are necessary for it to continue business. Given the requirements under Section 39 of the Revised Corporation Code in cases where there is a sale of all or substantially all of the corporation’s properties and assets, this paper explores the application of the concept “all or substantially all” and attempts to synthesize these rules to create a working framework.