VIII. CORPORATE BOOKS AND RECORDS 8.

The rights of the creditors or lien

INSPECTION RIGHTS upon the property of any of each
Limitations: constituent C shall not be
a. The right must be exercised impaired by such M/C
during reasonable
hours on business days; EXCEPTIONS AS TO NON-ASSUMPTION
b. The person demanding the right
OF LIABILITIES:
has not improperly used
1. If there is an express assumption of liabilities;
any information obtained
2. If there is a C/M;
through any previous examination of the
3. If the purchase was in fraud of creditors; and
books and records of the C; and
4. If the purchaser is merely a continuation of the seller.
c. The demand is made in gf or for a legitimate purpose.

TYPES OF ACQUISITIONS
Books required to be kept by the
corporation:
“ASSETS-ONLY” LEVEL
1. Book of Minutes
a. minutes of stockholder or members meetings; and “BUSINESS-ENTERPRISE” LEVEL
b. minutes of board meetings.
“EQUITY” LEVEL
2. Book of all business transactions;

3. Stock and transfer book, in case of stock corporations.

APPRAISAL RIGHTS
Corporate records required by the SEC The right to withdraw from the C and demand payment
to be kept and/or registered: of the FV of his shares after dissenting
1. Books of Account; from certain corporate acts involving
2. List of Stockholders or Members; and fundamental changes in corporate
3. Financial Records. structure, namely: Key: ASIM

Procedure of MERGER AND CONSOLIDATION 1. An amendment to the

articles that has the effect of
a. The BOD/T of each C shall approve a plan of a M/C a) changing or restricting the rights
b. The plan shall be submitted for of shareholders or of authorizing
approval by the Ss/Ms of each of such C preferences over those of
at separate corporate meetings duly called for the purpose outstanding shares, or
c.The articles of M/C shall be executed by
each of the constituent Cs b) changing the term of corporate existence;
d. Submission to the SEC for approval
e. The SEC may or may not conduct a hearing 2. Sale, encumbrance or other dispositions
f. Issuance of certificate of M/C by the SEC of all or substantially all of the corporate P/A.

3. M/C; and
EFFECTS OF MERGER OR
CONSOLIDATION (Sec. 80) 4. Investment of corporate funds in another C or
1.The constituent Cs shall become a in a purpose other than the primary purpose;
single c which, in case of M shall be the surviving C and,
in the case of Con, shall be the consolidated C; 5. When a C invest its funds
in another C or business for any purpose other than its primary purpose
2. The separate existence of the constituent c shall cease,
except that of the surviving c; 6. In a close C, a SH for any reason
compel the C to purchase his shares
3. The surviving or consolidated C when the C has sufficient assets
shall possess all rights, privileges, in its books to cover its debts and liabilities exclusive of cs
immunities and powers and
subject to all the duties and liabilities of a C; PROCEDURE
a. The dissenting SH shall make a written demand on the C
4. The surviving or consolidated C shall possess all within 30 days after the date
the rights, privileges, immunities and franchises on which the vote was taken for the payment of the FV of his shares.
of each of the constituent C;
Failure to do, shall be deemed a waiver of his a waiver of his AR
5. All property, R/P,
and all receivables due to, and b. If the proposed corporate action is
all other interest of each constituent C, implemented or effected,
shall be deemed transferred to and vested in the C shall pay to such SH, upon surrender of the COS
such surviving or consolidated within 10 days after demanding payment of his shares
C without further act or deed;
C.Upon payment of the agreed or awarded price,
6. The surviving or consolidated the SH shall transfer his shares to the C
C shall be responsible for all
the liabilities and obligations of each of LIMITATIONS ON THE EXERCISE OF
the constituent C; APPRAISAL RIGHT
1. Any of the instances provided for by law
7. Any claim, action or proceeding for the exercise of the right must be present.
pending by or against
any of the constituent Cs may be 2. The dissenting SH must have voted against
prosecuted by or against the surviving or consolidated Cs; and the proposed corporate action.
 3. The SH must make a written demand permitting their use only for charitable, religious,
within 30 days from the date benevolent, educational or
that the vote was taken. similar purposes
but not held upon a condition
4. The price must be based on the FV of the shares as of the day requiring return, transfer or conveyance
Prior to the date in which by reason of dissolution,
the vote was taken. shall be transferred or conveyed to one
or more Cs, societies or organizations
5. Payment of the shares engaged in activities in the
must be made only out of the URE of the C Philippines substantially similar to those
of the dissolving C pursuant to a plan of distribution
6. Upon payment, the SH
Must transfer his shares to the C. 4.Other assets, if any, shall be distributed
in accordance with the provisions of the AOI or the by-laws
Effect of the Exercise of the Right:
a. All rights accruing to the such shares 5.In any other case, assets may be distributed to such
shall be suspended persons, societies, organizations or Cs,
WON organized for profit,
b.The dissenting SH shall be entitled to receive payment as may be specified in a plan of distribution.
of the FV of his shares as agreed upon
between him and the C or
CLOSE CORPORATION
as determined by the appraisers chosen by them.
A special kind of stock corporation:
GENERAL RULE: A dissenting 1. whose AOI should provide that:
stockholder who demands payment of his
a.the # of SHs
shares is no longer allowed to withdraw
shall not exceed 20;
from his decision
Except when: b.issued stocks are subject to
1.The C consents to the withdrawal transfer restrictions, with a right of pre-emption in favor of the SHs/C;
and
2. The proposed corporate action is
abandoned or rescinded by the C c.the C shall not be listed
in the stock exchange or
3. The proposed corporate action is its stocks should not be publicly
disapproved by the SEC where its offered; AND
approval is necessary
2. whose at least 2/3 of the
4. The Commission determines that such Voting stocks or voting rights
SH is not entitled to appraisal right. should not be owned or controlled
by another C which is not a close C.
Eleemosynary purposes:
charitable, civic service, cultural Characteristics:
religious, recreational,
1. SHs may act as directors without need of election and
educational, professional, therefore are liable as directors;
fraternal, literary,
2. SHs who are involved in the management of the C are liable
scientific, social, or similar purposes, like in the same manner as directors are.
trade, industry, agricultural
3. Quorum may be greater THAN mere majority;
RIGHTS OF MEMBERS
4. Transfers of stocks to others,
1. To be entitled to 1 vote unless which would increase the # of SHs to
otherwise provided in the articles or by-laws more than the maximum are invalid;

2. To vote by proxy unless 5. Corporate actuations

otherwise provided in the articles or by-laws may be binding even without a
formal board meeting,
3. To transfer membership if if the SH had knowledge or ratified
allowed by the articles or by-laws the informal action of the others;

4. To be elected as trustee 6. Pre-emptive right extends to all stock issues;

RULES FOR DISTRIBUTION OF ASSETS IN 7. Deadlocks in board are settled by the SEC, on the
CASE OF DISSOLUTION (SEC. 94) written petition by any SH; and
1. All liabilities and obligations of the C shall be
paid, satisfied and discharged or adequate provision 8.SH may withdraw and
shall be made therefor avail of his right of appraisal.

2. Assets held by the C upon a condition requiring return, The following cannot be a close
transfer or conveyance, corporation:
and which condition occurs by reason of dissolution, a. mining companies;
shall be returned, transferred or conveyed in b. oil companies;
accordance with such requirements c. stock exchanges;
d. banks;
3. Assets received and held e. insurance companies;
by the C subject to limitations f. public utilities;
g. education institutions; d. Reincorporation of the dissolved C
h. other Cs declared to be by refilling new AOI and by-laws
vested with public interest.
e. The C continues as a body corporate for 3 years
POWERS OF THE SEC IN CASE OF for purposes of winding up
DEADLOCK IN CLOSE CORPORATIONS
1. Cancel or alter any provision in the AOI/by-laws f. Cessation of corporate existence for all purposes
upon the expiration of the
2. Cancel, alter or enjoin any resolution of the C winding up period of 3 years.

3. Direct or prohibit any act of the C Methods:

1. By the C itself through its BOD/T;
4. Require the purchase at their FV of shares of any SH 2. By a trustee to whom the corporate assets
either by any SH or by the C have been conveyed; and
regardless of the availability of URE 3. By a management committee or rehabilitation receiver
Appointed by the SEC.
5. Appoint a provisional director
CONTENTS FOR APPLICATION OF
6. Dissolve the C LICENSE
1. Date and term of incorporation
7. Granting such other relief
as the circumstances may warrant. 2. The address of the principal office in
the country of incorporation

SPECIAL CORPORATIONS 3. The name and address of resident agent

1. EDUCATIONAL CORPORATION
2. RELIGIOUS CORPORATION 4. The place in the Philippines where it intends to operate
Kinds:
A) CORPORATION SOLE 5. The specific purpose/s
B) RELIGIOUS SOCIETIES
6. The names and addresses of the
present directors and officers of the C

DISSOLUTION 7. A statement of its ACS

Extinguishment of the franchise of a C and the termination of its
8. A statement of its OCS
corporate existence.
9. A statement of the amount actually paid in
Modes:
1. Voluntary 10. Such additional information
a) Application for dissolution with the as may be necessary to enable the SEC to determine
SEC whether such C is entitled to license
i. Where no creditors are affected
ii. Where creditors are affected
GROUNDS FOR REVOCATION OF LICENSE
b) Shortening of the corporate term 1. Failure to file annual reports
by amending the AOI required by the Code;
2. Involuntary 2. Failure to appoint and maintain a
a) Expiration of the corporate term; resident agent;
b) Failure to organize and commence business
within 2 years from the date 3. Failure to inform the SEC of the
of issuance of the certificate of incorporation change of residence of the resident agent;
c) Legislative dissolution;
d) Quo warranto suit against a 4. Failure to submit copy of amended
de facto C; articles or by-laws or articles of M/C;
e) Minority SHs’ suit for dissolution on justifiable grounds; or
f) SEC dissolution, upon complaint 5. A misrepresentation in material matters in reports;
and after notice and hearing,
on the following grounds: 6. Failure to pay taxes, imposts and assessments;
i. The C was illegally organized; 7. Engage in business unauthorized by SEC;
ii. Continuous inactivity for at least 5 years;
iii. Serious dissension in the C; or 8. Acting as dummy of a foreign C; and
iv. Commission by the C of illegal or ultra
vires acts or violations of the Code. 9. Not licensed to do business in the Philippines.
EFFECTS OF DISSOLUTION
a. Transfer of legal title to corporate property TEST OF “DOING OR TRANSACTING
to the SHs who become co-owners thereof BUSINESS IN THE PHILIPPINES”:
b. Continuation of corporate business A. Jurisprudential Tests
merely as an association without juridical personality Twin characterization test
Contract Test
c. Conveyance by the SHs of
their respective shareholdings
toward the creation of a new C to continue the business of the old
B. Statutory Tests EFFECTS OF LACK OF LICENSE
1. Foreign Investment Act of 1991 (R.A. No. 7042) A. On suits
Acts constituting “doing business”: 1. Foreign C doing business in the Philippines:
a) Soliciting orders, service contracts,
opening offices, a) may not sue or intervene in any action
whether called “liaison” offices or branches; in any court or administrative agency of the Philippines; but
b) may be sued on any valid cause of action recognized in the
b) Appointing representatives or distributors Philippines (under the doctrine of
domiciled in the Philippines or quasi-estoppel by acceptance of
who in any calendar year stay in the country benefits).
for a period/s totalling 180 days or more;
2. Foreign C not doing business in the Philippines:
c) Participating in the
management, supervision or control a) Generally, it may not sue and be sued
of any domestic business, firm or entity or C in the Philippines; and in any court or administrative agency of the Philippines;
b) However, it may sue and be sued
d) Any other act/s that imply for isolated transactions, as well as for those
a continuity of commercial dealings or arrangements, and which are casual or incidental thereto.
contemplate to that extent the
performance of acts or works, or B. On contracts
the exercise of some of the The contracts contemplated are those that satisfy the “contract test” or
functions normally incident to, those that make a foreign corporation as one “doing business in the
and in progressive prosecution Philippines.”
of, commercial gain or of the
purpose of the business INSTANCES WHEN A FOREIGN C MAY SUE IN THE PHILIPPINES
organization. WHETHER OR NOT LICENSED TO DO BUSINESS THEREAT
1. To seek redress for an isolated business transaction;

2. Implementing Rules of R.A. No. 7042 2. To protect its corporate

reputation, name, and goodwill;
Acts not constituting “doing business”:
3. To enforce a right not arising out of a business transaction,
a) Mere investment as a
e.g. tort that occurred in the Philippines;
shareholder in a domestic C and/or
the exercise of rights as such investor;
4. When the parties have contractually stipulated
that Philippines is the venue of actions; and
b) Appointing a representative or distributor
domiciled in the Philippines
5. When the party sued is barred by the principle of estoppel and/or
which transacts business in its own name and
principle of unjust enrichment from questioning the capacity of the
for its own account;
foreign C.
c) Publication of a general advertisement
ORIGINAL AND EXCLUSIVE JURISDICTION OF THE RTC (Sec. 5 in
through any print or broadcast media;
relation to Sec. 5.2 OF RA 8799):
d) Maintaining a stock of goods in the Philippines solely
1. Fraudulent devices and schemes
for the purpose of having the same processed
employed by directors
by another entity in the Philippines;
detrimental to the public interest and to other firms;
e) Consignment by the foreign C of equipment
2. Intra-corporate disputes;
with a local company to be used in the processing of products
for export;
3. Disputes with the state in relation to
their franchise and right to exist as such;
f) Collecting information in the Philippines; and
4. Controversies in election,
g) Performing services auxiliary to
appointment of D/T;
an existing isolated contract
of continuing basis.
5. Petition to be declared in a state of suspension of payments;
C. Jurisprudential Rules
6. Petition for rehabilitation; and
1. Doctrine of Isolated Transactions
Foreign Cs, even
unlicensed ones, can sue or be sued on a 7. Appointment of rehabilitation
transaction or series of transactions receiver or management committee
set apart from their common business (provisional remedies).
in the sense that there is no intention to engage
in a progressive pursuit of the purpose and object of business transaction. INTRA-CORPORATE DISPUTE
Elements:
2. In Pari Delicto Rule 1. Status or relationship of the parties –
The parties were considered as being in pari controversy must be between and
delicto because they equally violated R.A. 5455 among corporators, between
corporators and the corporation
3. Estoppel Rule
A party is estopped from questioning 2. Nature of the question –
the capacity of a foreign C Intrinsic connection with the regulation or
the internal affairs of the C
to institute an action in our courts
where it had obtained benefits
from its dealings with such foreign Cs and Examples:
committed a breach or sought 1. Action by a corporate officer to recover compensation
to renege on its obligations. from the C
2. Action by a SH to compel 4. Publication of the stay order in a
issuance of certificate of stocks newspaper of general circulation once a
week for 2 consecutive weeks;
3. Action for recovery of corporate Funds
5. Referral of rehabilitation plan to
GROUNDS FOR SUSPENSION OR rehabilitation receiver;
CANCELLATION OF CERTIFICATE OF
REGISTRATION (SEC. 6[L]) 6. Meetings between corporate debtor with creditors.
1. fraud in procuring registration;
2. serious misrepresentation as to 7. Submission of final rehabilitation plan
objectives of corporation; to the RTC for approval;
3. refusal to comply with lawful order
of SEC; 8. The petition shall be dismissed
4. continuous inoperation for at least 5 years; if no rehabilitation plan is approved
5. failure to file by-laws within required period; after 180 days from initial hearing;
6. failure to file reports; and
7. Others similar grounds. 9. Approval or disapproval of the
rehabilitation plan by RTC.
STEPS OF CORPORATE REHABILITATION
1. Filing verified petition with the POWERS AND FUNCTIONS OF
appropriate RTC by: MANAGEMENT COMMITTEE OR
REHABILITATION RECEIVER (Sec. 6[d],
a. corporate debtor who foresees P.D. 902-A)
the impossibility of meeting its 1. To take custody of, and control over,
debts when they respectively fall all the existing assets and property
due; or of such entities under management;

b. creditors holding at least 25% of 2. To evaluate the existing assets and liabilities,
the debtor’s total liabilities; earnings and operations of such Cs, partnerships or
other associations;
2. The following shall be annexed to the petition:
a. audited financial statements at 3. To determine the best way to salvage
end of its last fiscal year; and protect the interest of the investors and creditors;

b. interim financial statement; 4. To study, review and evaluate

the feasibility of continuing operations and
c. schedule of debts and liabilities; structure and rehabilitate such
entities if determined to be feasible by the RTC;
d. inventory of assets;
5. To report and be responsible to the RTC until dissolved; and
e. rehabilitation plan;
6. May overrule or revoke the actions of the
f. schedule of payments and disposition of assets previous management and BOD of the entity under
effected within 3 months preceding the filing of the petition; management, notwithstanding any
provision of law, AOI or by-laws to the contrary.
g. schedule of cash flow for the last 3 months’
SECURITIES REGULATION CODE (SRC)
h. statement of possible claims; (R.A. No. 8799)
i. affidavit of general financial condition; PURPOSES:
1. To establish a socially conscious,
j. at least 3 nominations free market that regulates itself
for rehabilitation receiver; 2. To encourage the widest participation of ownership
In enterprises
k. certificate under oath 3. To enhance the democratization of wealth
that directors and SHs 4. To promote the development of the capital market
have irrevocably approved/consented 5. To protect investors
to all actions/matters 6. To ensure full and fair disclosure about securities
necessary under the rehabilitation plan. 7. To minimize if not totally eliminate
insider trading and other
3. The court shall issue the stay order fraudulent or manipulative
not later than 5 days from the devices and practices which
filing ofthe petition, which among others, shall: create distortions in the free market.

a. appoint a rehabilitation receiver; FEATURES WHICH ARE INTENDED TO

PROTECT THE INVESTING PUBLIC
b. stay all actions for claims against 1. All securities are required to be registered
the debtor, which shall cover before they can be sold to the public;
both secured and unsecured creditors;
2. Rejection and revocation of
c. set an initial hearing for the registration of securities
petition (not earlier than 45 days
but not later than 60 days from 3. Regulation of pre-need plans.
filing of the petition); and
4. Protection of shareholder interests
d. direct the creditors to file their
verified comment or opposition 5. Prohibition on fraud,
not later than 10 days before the manipulation and insider trading
initial hearing;
6. Regulations of Securities Market Professionals injury;

7. Revocation, refusal or suspension 10. Punish for contempt of the Commission;

of registration of brokers, dealers
and salesmen and associated persons 11. Compel the officers of any registered C or association
to call meetings of SHs or mens;
8. Restrictions on “over-thecounter”
markets 12. Issue subpoena duces tecum
and summon witnesses to
9. Self-regulation of associations of appear in any proceedings
securities brokers, dealers and other of the Commission; and
securities related organizations
13. Exercise such other powers
10. Registration of clearing agencies as may be provided by law
which are necessary or incidental
11. Limitations on margin trading or extended on any security to the carrying out its express powers.

12. Civil liabilities arising from false statement KINDS OF SECURITIES

in the registration statement Kinds:
1. Shares of stocks, bonds,
13. Civil liabilities arising from false statements or debentures, notes,
omissions in the prospectus, communications and reports evidence of indebtedness,
asset-backed securities;
14. Protection against manipulation
of security prices, manipulative and 2. Investment contracts, certificates of interest or participation
deceptive devices, fraud in a profit sharing agreement,
in pre-need plans and commodities certificates of deposit for a future subscription
futures contracts,
fraudulent transactions , 3. Fractional undivided interests in oil,
and insider trading ; gas, or other mineral rights;

15. Establishment of TFs to 4. Derivatives like options and warrants;

compensate investors for
extraordinary losses or damage they 5. Certificates of assignments and participation,
may suffer due to business failure or fraud or trust certificates,
mismanagement of the persons voting trust certificates or
with whom they transact similar instruments;

6. Proprietary or non-proprietary membership certificates in Cs;

POWERS AND FUNCTIONS OF THE SEC
1. Supervision over 7. Other instruments as may in the
Cs, partnerships, future be determined by the SEC.
and grantees of primary franchise;

2. Approve, reject registration Classes:

statements/licensing applications;
1. Exempt securities and securities
covered by exempt transactions; and
3. Suspend, revoke, after
notice and hearing primary franchise on grounds;
2. Securities that are not exempt or the
sale of which is not an exempt transaction.
4. Regulate/supervise
activities of persons to
ensure compliance;
TENDER OFFER circumstances:
5. Supervise monitor, suspend
a. The person intends to acquire 15% or more
or take over, exchanges,
of the equity shares of a public company
clearing agencies and SROs;
pursuant to an agreement
made between or among the person
6. Recommend policies,
and one or more sellers;
advise, propose legislation
to Congress on securities
b. The person intends to acquire 30% or more
market;
of the equity shares of a public company within a period of 12 months;
or
7. Prepare, approve, amend or
repeal rules, regulations,
c. The person intends to acquire shares
issue opinions
that would result in ownership of more than 50%
of the equity shares of
8. Enlist the aid and support of
a public company. (SRC Rule 19)
and/or deputize any and all
enforcement agencies of
the Government as well as Tender offer is made:
any private institution, 1. By filing with the SEC a declaration
corporation, firm, association or person in the to make a tender offer;
implementation of its
powers; 2. By furnishing the issuer or the originator
of the security a statement containing such information required under
9. Issue cease and desist Sec. 17 of the SRC:
orders to prevent fraud or
i. Annual Report (includes balance MARGIN TRADING: The credit extended must be for an
sheet, profit and loss statement); amount not greater than whichever is higher of:
and loss statement); 1. 65% of current market price of the security
and
2. 100% of the lowest market price of security
ii. Periodical reports for interim fiscal periods; and during the preceding 36 calendar months,
but not greater than 75% of the current market price.
3. By publishing all requests or
invitations for tender, or materials,
making a tender offer or requesting
or inviting letters of such a security.

INSIDER TRADER IS UNLAWFUL UNLESS:

1. The insider proves that the information
was not gained from such relationship, or

2. If the other party selling to or buying

from the insider (or his agent) is
identified, the insider proves:

a. that he disclosed the information to the other party, or

b. that he had reason to believe
that the other party otherwise is
also in possession of the information.

INSIDER
A person who, with respect to a
particular security, may be any of the
following:

1. The issuer;

2. The director or officer of, or

a person controlling the issuer;

3. A person whose relationship or

Former relationship to the issuer
gives him access to material information
about the issuer or the security
that is not generally available to the public;

4. A government ee, or director, or officer of

an exchange, clearing
agency and/or self-regulatory organization
who has access to material information
about an issuer or a security
that is not generally available to the
public; or

5. A person who learns such information

by a communication from any of the
foregoing insiders.

MATERIAL NON-PUBLIC INFORMATION

(formerly Fact of Special Significance)
a. Information about the issuer or
the security
which has not been generally disclosed
to the public and would likely affect the market price
of the security after being disseminated
to the public and the lapse of a reasonable time
for the market to absorb the information; or

b. Information about the issuer or the security

which would be considered
by a reasonable person important
under the circumstances in
determining his course of action to
buy, sell or hold security.
DEFINITION securities.

DE FACTO MERGER DEFINITION OF TERMS:

One C acquiring all or substantially all 1. SHORT SALE – A contract for sale of shares of stock
which the seller does not own, or certificates
of the properties of another C
which are not within his control,
in exchange for shares of stock
so as to be available for delivery at the time
of the acquiring C.
when delivery must be made.
The acquiring C
would end-up with the business enterprise of the selling C
2. STOP-LOSS ORDER – The direction by a customer to his broker
whereas the latter would end up with basically its remaining assets
that if the commodity touches the price named,
being the shares of stock
the broker shall close the trade
of the acquiring C and may then distribute it
at the best available price.
as liquidating dividend to its stockholders.
3. PUT – An option that,
NON-STOCK CORPORATION
in consideration of a premium paid,
A C organized for an eleemosynary purpose, gives the purchaser the right
and no part of whose income is, to make the seller take from him a
during its existence, given # of shares of a named stock
distributable as dividends between a given time at a
to its members, trustees, or officers, subject stipulated price which is usually below
to the provisions of the CC on dissolution. the prevailing market price of the stock
at the time the “put” is purchased.
DISSOLUTION
Extinguishment of the franchise of a C and 4. CALL - An option that, in
the termination of its corporate existence. consideration of a premium paid,
entitles the buyer the right to compel the seller
FOREIGN CORPORATION to deliver to him a certain # of shares
A corporation formed, organized or existing within a given time at
under any law other than those of the Philippines, a stipulated price which is usually higher
and whose laws allow Filipino citizens and Cs to do business than the prevailing market price at the
in its own country or state. time the “call” is bought.
“Call” is the reverse of “put.”
RESIDENT AGENT
An individual, 5. STRADDLE – The double privilege of a “put” and a “call,”
who must be of good moral character and and secures to the holder the right to demand of the seller
of sound financial standing, at a certain price within a certain time a
residing in the Philippines, or a certain # of shares of specified stock, or
domestic C lawfully to require him to take,
transacting business in the Philippines, at the price within the same time,
designated in a written power of attorney by a foreign C the same shares of stock.
authorized to do business in the Philippines,
on whom any summons and 6. WASH SALE – The operation of simultaneously buying and selling
other legal processes may be served in the same stock.
all actions or other legal proceedings It is any transaction in any security which involves
against the foreign corporation. no change in the beneficial ownership thereof.
It is the reverse of “MATCHED ORDERS” wherein
there is a change
in the ownership of the securities.
CORPORATE REHABILITATION
A process to try to conserve and administer 7. SHORT SWING TRANSACTION -
the C’s assets in the hope One where a person buys securities and sells the same
that it may eventually be able within a period of 6 months.
to return from financial stress to solvency.
8. FLOOR TRADER - A professional trader in securities
REHABILITATION RECEIVER who acts for himself and not
A person appointed by the RTC, in for the account of others, hence, receives no commission at all.
behalf of all the parties
for the purpose 9. HYPE AND DUMP –Engaging in buying activity at
of preserving and conserving the increasingly higher prices
property and preventing its possible and then selling securities in the
destruction or dissipation, market at higher securities.
if it were left
in the possession of any of the parties. 10. BOILER ROOM SALES –The use of high-pressure sales tactics
To promote purchases and sales of securities.
SECURITIES
Shares, participation or interest in a C or 11. “OVER THE COUNTER TRANSACTION”
in a commercial enterprise or profit-making ventures and Transactions which are not made at the
evidenced by a certificate, contract, instrument stock exchange, but directly between the broker and the customer.
whether written or electronic in character.
12. “OVER-THE-COUNTER” MARKET
PUBLIC COMPANY A market created other than a
1. Any C with a class of equity securities listed on an Exchange; or registered stock exchange
for both the
2. Any C with assets in excess of P50M and purchase and sale of any security.
having 200 or more holders,
at least 200 of which are holding
at least 100 shares of a class of its equity
 thereof, or by any person controlled
by and acting as an instrumentality of said Government.
INSIDER TRADING
The selling or buying of a security by an insider 2. Any security issued or guaranteed by
while in possession of material the government of any country with
non-public information with respect to which the Philippines maintains
the issuer or the security. diplomatic relations, or by any state,
province or political subdivision or
DERIVATIVE agency thereof on the basis of reciprocity.
A financial instrument, including
options and warrants, 3. Certificates issued by a receiver or by
whose value depends on the interest in or a trustee in bankruptcy duly approved
performance of an underlying security, by the proper adjudicatory body.
but which does not require
any investment of principal 4. Any security or its derivatives the sale
in the underlying security. or transfer of which, by law, is under
the supervision and regulation of the
Kinds: Office of the Insurance Commission,
1. OPTIONS – contracts that give the buyer the right, Housing and land Use Regulatory
but not the obligation, to buy or sell Board, or the BIR
an underlying security at a
predetermined price, 5. Any security issued by a bank except
called the exercise or strike price, its own shares of stock.
on or before a predetermined date,
called the expiry date, 6. Any securities added by the SEC by
which can only be extended rule or regulation after public hearing.
in accordance with Exchange rules.
2. Exempt transactions.
2. WARRANTS – rights to subscribe or purchase new shares or 1. Judicial sale by executor,
Existing shares in a company, administrator, guardian/receiver in
on or before a insolvency or bankruptcy.
predetermined date,
called the expiry date, 2. Sale of pledged or mortgaged security
which can only be to liquidate a bona fide debt.
extended in accordance with Exchange rules.
Warrants generally 3. Sale on isolated transactions by owner.
have a longer exercise period than options.
3. Distribution of stock dividends.

MARGIN TRADING 5. Sale of capital stock exclusively to

A kind of trading that allows a broker SHs where no commission is paid.
to advance for the customer/investor
part of the purchase price of a security 6. The issuance of bonds or notes
and to keep it as a collateral for such secured by mortgage upon real estate
advance. or tangible personal property, where
the entire mortgage are sold to a
Margin Call single purchaser at a single sale.
Demand made by the broker on the investor
to deposit money or securities 7. Issuance of security in exchange of
with the broker when a purchase is made any security from same issuer
or when the investor’s equity in a margin pursuant to right of conversion.
account falls below a minimum standard
set by the exchange or broker. 8. Broker’s transactions
Margin 9. Pre-incorporation subscription and
Sum of money, or its equivalent, subscription pursuant to an increase of the ACS.
placed in the hands of a broker by
principal or persons on whose account 10. Exchange of securities by issuer with
the purchase is to be made, existing security holders exclusively
as a security to the former against losses
to which he may be exposed by a subsequent 11. Sale to less than 20 persons during
depression in the market value of the stock. any 12- month period

REGISTRATION OF SECURITIES
12. Sale of securities to banks, registered investment house,
GENERAL RULE: A registration
insurance companies, pension fund or
statement duly filed and approved by retirement plan maintained by the
the SEC is necessary before securities government or other persons
may be sold and offered for sale or authorized by the BSP to engage in trust functions.
distribution within the Philippines. Prior
to any sale, information on the
securities, in such form and substance
prescribed by the SEC, shall be made TENDER OFFER
available to each prospective purchaser.
A publicly announced intention by a
EXCEPTIONS:
person acting alone or in concert with
1. Exempt securities; and
other persons to acquire equity
securities of a “public company.”
1. Any security issued or guaranteed by
the Government of the Philippines, or
by any political subdivision or agency
XIV. DISSOLUTION AND WINDING UP
(LIQUIDATION)

Distinctions:

Merger: A union whereby

one or more existing
corporations are
absorbed by another
corporation which
survives and
continues the
combined business

consolidation:

The union of two

or more existing
corporations to form
a new corporation
called the
consolidated
corporation.

MERGER and
MERGER & CONSOLIDATION