STUDY GUIDE ON THE CORPORATION CODE AND RELATED LAWS *

Batas Pambansa Blg. 68 (1980).

1 1.1 1.2 1.3 1.4 1.5

NATURE OF CORPORATIONS

Concept of the corporation (Sec. 2) Advantages and disadvantages of the corporate form Differentiated from partnerships and other business organizations The Constitution (Art. XII, Sec. 16) and government regulation of corporations (SEC Memorandum Circular No. 11, dated August 5, 2003) Kinds of corporations (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) Stock (Sec. 3); Non-stock (Secs. 3 and 87); Close (Secs. 96, et seq.); Registered, listed, reporting (Sec. 3[1][O], SRC IRR), and public (Sec. 3[1][M], SRC IRR) corporations; De facto (Sec. 20); Corporation by estoppel (Sec. 21); Educational (Secs. 106, et seq.; RA 7798, amending Sec. 25, Chap. 3, of the Education Act of 1982); Religious: sole and aggregate (Secs. 109, et seq.); Special charter (Sec. 4); Foreign (Secs. 123, et seq.); Government-owned and controlled corporations; Homeowners associations (Secs. 4 and 26, RA 8763, approved March 7, 2000)

1.6

Cases: (a) (b) Lozano vs. de los Santos and Anda, G.R. 125221, June 19, 1997; Liban, et al. vs. Gordon, G.R. 175352, July 15, 2009.

2 1.7 1.8

FORMATION AND ORGANIZATION OF CORPORATIONS

Who may form a corporation? (Sec 10) Steps in the formation of a corporation (a) (b) Promotion Drafting of Articles of Incorporation (i) What should be contained in the Articles of Incorporation? a. Corporate name (Sec. 18; SEC Memorandum Circular No. 14-00, dated October 24, 2000, re Revised Guidelines on the Approval of Corporate and Partnership Names; SEC Memorandum Circular No. 12, dated December 23, 2008, re Business or Trade Names); b. Primary purpose (Sec. 14); c. Secondary purpose or purposes (Sec. 14); d. Principal office (Sec. 14; SEC Circular No. 3, dated February 16, 2006, re Principal Office Address, etc);

Prepared by Prof. Tristan A. Catindig as of June 11, 2010. All rights reserved. 1 of 12

e. Term (Sec. 11); f. Corporators and incorporators (Secs. 5 and 10);

g. Incorporating directors (Sec. 14); h. Capital: i. ii. iii. iv. v. vi. i. Authorized (Sec. 12); Subscribed (Sec. 13); Paid-up (Sec. 13); Additional paid-in capital, paid-in surplus, or premium; Outstanding; Issued.

Classification of shares: i. ii. iii. iv. v. vi. Common (Sec. 6); Preferred (Sec. 6); Cumulative; Participating; Convertible; Redeemable (Sec. 8; SEC Rules Governing Redeemable and Treasury Shares [CCP No. 1], dated April 26, 1982; Republic Planters Bank vs. Agana, et al., G.R. No. 51765, March 3, 1997); Par value and no par value shares (Sec. 6); Founders shares (Sec. 7); Treasury (Sec. 9; see SEC Rules Governing Redeemable and Treasury Shares, op. cit.).

vii. viii. ix. j.

Subscribers (Sec. 14);

k. Treasurer-in-trust (Sec. 15); l. Special provisions: i. ii. iii. (ii) Expanded pre-emptive rights; Right of first refusal; High quorum and/or high voting requirements.

Documents accompanying the Articles (Secs. 15 and 17; SEC Rules on Documentary Requirements for Registration of Corporations and Partnerships as of January 3, 2005)

(c) (d) (e) 1.9

Filing of Articles of Incorporation and payment of fees Examination, approval or rejection of Articles of Incorporation by SEC (Sec. 17; Sec. 6[k], PD 902-A) Issuance of Certificate of Incorporation and beginning of corporate existence (Sec. 19)

Cases: (a) (b) (c) (d) Castillo, et al. vs. Balinghasay, et al., G.R. 150976, October 18, 2004; J.G. Summit Holdings, Inc. vs. CA, G.R. 124293, January 31, 2005; P.C. Javier & Sons, Inc., et al. vs. CA, et al., G.R. 129552, June 29, 2005; Hyatt Elevators and Escalators Corporation vs. Goldstar Elevators Phils., Inc., G.R. 161026, October 24, 2005.

1.10 Internal organization of the corporation

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(a)

Adoption and approval of By-Laws (Secs. 46, et seq.) (i) (ii) When to adopt and file (Sec. 46); Contents (Sec. 47).

(b) (c)

Election of directors Commencement of business (Sec. 22; SEC Rules on Suspension/Revocation of the Certificate of Registration of Corporations dated December 29, 1992) (i) (ii) Non-use of charter; Continuous inoperation.

1.11 Cases: (a) (b) Loyola Grand Villas Homeowners (South) Association, Inc. v. CA, et al., G.R. 117188, August 7, 1997; Sawadjaan vs. CA, G.R. 141735, June 8, 2005.

1.12 Amendment of Articles of Incorporation and By-laws (Secs. 16, 17 and 48) (a) (b) Procedure Date of effectivity of amendment

3 1.13 Distinct personality (a) (b)

THE CORPORATE ENTITY

Doctrine of separate juridical personality Piercing the veil of corporate fiction (i) (ii) (iii) When applied; When not applied; Consequences when veil is pierced.

1.14 Cases: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) De Leon, et al. vs. NLRC, et al., G.R. 112661, May 30, 2001; Lipat, et al. vs. Pacific Banking, et al., G.R. 142435, April 30, 2003; Pamplona Plantation Co., Inc. vs. Tinghil, et al., G.R. 159121, February 3, 2005; Mobilia Products, Inc. vs. Umezawa, G.R. 149357, March 4, 2005; Jardine Davies, Inc. vs. JRB Realty, Inc., G.R. 151438, July 15, 2005; Mendoza, et al. vs. Banco Real Development Bank, G.R. 140923, September 16, 2005; Child Learning Center, Inc. vs. Tagario, et al., G.R. 150920, November 25, 2005; D.R. CATV Services, Inc. vs. Ramos, A.M. No. P-05-2131, December 9, 2005; Apex Mining Co., Inc. vs. Southeast Mindanao Gold Mining Corp., et al.. G.R. 152613, June 23, 2006; Excellent Quality Apparel, Inc. vs. Win Multi Rich Builders, Inc., G.R. No. 175048, February 10, 2009 Pantranco Employees Association, et al. vs. NLRC, et al., G.R. No. 170689, March 17, 2009; Rivera vs. United Laboratories, Inc., G.R. No. 155639, April 22, 2009.

1.15 Entitlement of corporation to moral damages (Filipinas Broadcasting Network vs. Ago Medical and Educational Center, et al., G.R. 141994, January 17, 2005) 1.16 Corporate liabilities: (a) Contractual

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(b) (c)

For torts For crimes

4 1.17 In general (Sec. 36) 1.18 Specific powers (a) (b) (c) (d) (e) (f) (g) (h)

POWERS OF CORPORATIONS

To extend or shorten corporate term (Sec. 37; compare with Sec. 81); To increase or decrease capital stock (Sec. 38); To incur, create or increase bonded indebtedness (Sec. 38); To deny pre-emptive rights (Sec. 39); To sell or otherwise dispose of corporate assets (Sec. 40); To acquire own shares (Sec. 41); To invest corporate funds in another corporation or business (Sec. 42); To declare dividends (Sec. 43): (i) (ii) (iii) (iv) (v) (vi) Cash; Stock; Property; Interim; Record date; Limitation on retention of surplus profits.

(i)

To enter into management contracts (Sec. 44).

1.19 Additional material: SEC Memorandum Circular No. 11, dated December 5, 2008, re Guidelines on the Determination of Retained Earnings Available for Dividend Declaration, particularly the last paragraph of Section 5. 1.20 Implied powers 1.21 Ultra vires acts (Sec. 45)

5 1.22 Subscription to shares (a) (b) (c) (d)

STOCKHOLDERS

How do you acquire shares in a company? What is a subscription? (Sec. 60) What are pre-incorporation subscriptions? (Sec. 61) What could be the consideration for stocks? (Sec. 62) (i) (ii) How is the issue price of no-par shares fixed? (Sec. 62) If the consideration for shares is other than cash, how is the value thereof determined? (Sec. 62)

(e)

Preemptive right of stockholders (Sec. 39)

1.23 Trust fund doctrine 1.24 Case: Philippine Trust Co. vs. Rivera, 44 Phil. 469 (1923). 1.25 Issuance of certificate of stock (Sec. 64) (a) (b) Formalities for issuance Right of a stockholder to a certificate
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(c) (d)

Additional material: SEC Opinion No. 05-02, addressed to Termulo, Yumang, Munz, Palma & Associates, dated January 31, 2005, re issuance of bearer certificates not allowed. Lost or stolen certificate (Sec. 73)

1.26 Transfer of shares (Sec. 63) 1.27 Cases: (a) (b) (c) (d) Sunset View Condominium Corporation vs. Campos, 104 SCRA 295 (1981); Rural Bank of Salinas, et al. vs. CA, et al., 210 SCRA 510 (1992); Batangas Laguna Tayabas Bus Co., Inc., et al. vs. Bitanga, et al., G.R. 137934, August 10, 2001; Republic vs. Estate of Hans Menzi, G.R. 152578, November 23, 2005.

1.28 Restriction on the transfer of shares (Sec. 98) 1.29 Cases: (a) (b) Lim Tay vs. CA, et al., G.R. 126891, August 5, 1998; Garcia vs. Jomouad, et al., G.R. 133969, January 26, 2000.

1.30 Unpaid subscriptions (a) (b) (c) Is interest due on unpaid subscriptions? (Sec. 66) Do unpaid shares have rights? (Sec. 72) How do you collect unpaid subscriptions? (i) (ii) (d) (e) (f) (g) When is a call necessary? (Sec. 67) Could the corporation resort to court action? (Sec. 70)

How do shares become delinquent?(Sec. 67) What is the effect of delinquency? (Sec. 71) What is a delinquency sale and how is it conducted? (Sec. 68) Could a sale of delinquent shares be questioned? (Sec. 69)

1.31 Case: Apodaca vs. NLRC, et al., 172 SCRA 442 (1989). 1.32 Voting rights (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Pledgors and mortgagors (Sec. 55) Executors, receivers and administrators (Sec. 55) Joint owners of stock (Sec. 56) ITF shares And/or shares Treasury shares (Sec. 57) Non-voting shares (Sec. 6) Proxies (Sec. 58) Voting trust (Sec. 59) Pooling agreement

1.33 Case: Lee vs. CA, et al., G.R. 93695, February 4, 1992. 1.34 Additional materials: (a) (b) SEC Opinion No. 26, Series of 2003, dated March 22, 2003, addressed to Ms. Jaycel E. Sato re voting by trustees through the internet, etc. SEC Memorandum Circular No. 4, dated March 17, 2004, re Voting by Mail and One ShareOne Vote Policy.

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1.35 Appraisal right (a) (b) (c) (d) (e) Instances of appraisal right (Sec. 81; compare with Sec. 37) Requirements for a successful exercise of appraisal right (Secs. 82 and 86) Effect of demand (Sec. 83) Cost of appraisal (Sec. 85) Notation on stock certificate(s) of dissenting stockholder (Sec. 86)

1.36 Derivative suits (a) (b) Definition Requisites (see Rule 8, Sec. 1, SC Interim Rules of Procedure for Intra-Corporate Controversies, effective April 1, 2001)

BOARD OF DIRECTORS

1.37 Board of Directors (Secs. 23, et seq.) (a) (b) Authority (Sec. 24) Requirements for election of director: (i) (ii) (iii) (iv) (c) (d) (e) (f) (g) (h) Qualifying share (Sec. 24); Residence (Sec. 24); Nationality; Disqualifications (Sec. 27).

How elected (Sec. 24) How removed (Sec. 28) How vacancy filled (Sec. 29) How compensated (Sec. 30) Matters requiring Board of Directors action Liability: (i) (ii) (iii) (iv) (v) (vi) In general (Sec. 31); Business judgment rule; Dealings with the corporation (Sec. 32); Contracts between corporations with interlocking directors (Sec. 33); Disloyalty and the doctrine of corporate opportunity (Sec. 34); Watered stocks (Sec. 65).

(i)

Executive committee (Sec. 35)

1.38 Cases: (a) (b) (c) (d) Uichico, et al. vs. NLRC, et al., G.R. 121434, June 2, 1997; Western Institute of Technology, et al. v. Salas, et al., G.R. 113032, August 12, 1997; Litonjua, Jr., et al. vs. Eternit Corporation, et al., G.R. 144805, June 8, 2006; Filipinas Port Services, Inc., et al. vs. Go, et al., G.R. No. 161886, March 16, 2007.

7 1.39 Corporate officers (a) Minimum set of officers (Sec. 25)

OFFICERS

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(b) (c)

Qualifications (Sec. 25) Disqualifications (Sec. 27)

1.40 Authority (a) (b) Actual, express or implied Apparent or ostensible

1.41 Liability (a) (b) Liability in general (Sec. 31) Dealings with the corporation (Sec. 32)

1.42 Cases: (a) (b) (c) (d) (e) Tramat Mercantile, Inc. vs. CA, 238 SCRA 14 (1994); Peoples Aircargo vs. CA, et al., G.R. 117847, October 7, 1998; Carag vs. NLRC, et al., G.R. No. 147590, April 2, 2007; Associated Bank vs. Spouses Pronstroller, G.R. No. 148444, July 14, 2008; Westmont Bank, et al. vs. Inland Construction and Development Corp., G.R. No. 123650, March 23, 2009.

MEETINGS

1.43 Meetings of the stockholders and the Board of Directors (a) (b) (c) (d) (e) (f) (g) Kinds (Sec. 49) When and where held (Secs. 50, 51 and 53) Notice required (Secs. 50 and 53) Quorum required (Secs. 25 and 52) Who presides (Sec. 54) Who could attend and vote (Secs. 25 and 58) Agenda

1.44 Additional material: SEC Memorandum Circular No. 15, dated November 20, 2001, re Board Meeting Through Teleconferencing or Videoconferencing (Tele/Video Conferencing).

BOOKS AND RECORDS

1.45 What books and records must a corporation keep? (Sec. 74) 1.46 Case: Torres, et al. vs. CA, et al., G.R. 120138, September 5, 1997. 1.47 Who may inspect corporate books and records and what is the extent of this right? (Sec. 74) 1.48 What is a stock transfer agent? (Sec. 74) 1.49 What is a stockholders right to financial statements and reports? (Sec. 75) 1.50 Case: Gokongwei vs. Securities & Exchange Commission, G.R. L-45911, April 11, 1979).

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MERGERS AND CONSOLIDATIONS

1.51 What is a constituent corporation? A consolidated corporation? (Sec. 76) 1.52 What corporate approvals are required? (Sec. 77) 1.53 What is a plan of merger or consolidation? (Sec. 76) 1.54 What are articles of merger or consolidation? (Sec. 78)

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1.55 What are the effects of a merger or consolidation? (Sec. 80)

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NON-STOCK CORPORATIONS

1.56 Distinguish non-stock corporations from stock corporations as to (a) (b) (c) (d) (e) (f) (g) (h) (i) purposes (Sec. 88); distribution of income (Sec. 87); scope of right to vote (Sec. 89); voting by proxy (Sec. 89); transferability of interest or membership (Sec. 90); governing board number and term (Sec. 92); election of officers (Sec. 92); place of stockholders meetings (Sec. 93); distribution of assets in case of dissolution (Sec. 94).

1.57 Additional materials: SEC Opinion letter, dated February 24, 2003, addressed to Ms. Benedicta P. Bello re conversion of non-stock educational institution into a stock corporation; SEC Opinion letter, dated February 28, 2000, addressed to Ponce Enrile, Reyes & Manalastas re demutualization of non-stock insurance corporation.

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CLOSE CORPORATIONS

1.58 What are the requirements for the formation of a close corporation? (Sec. 96) 1.59 What entities may not be organized as a close corporation? (Sec. 96) 1.60 Distinguish a close corporation from a regular corporation as to (a) (b) (c) (d) (e) (f) (g) (h) management (Sec. 97); meetings (Sec. 101); voting (Sec. 97); quorum (Sec. 97); board authority (Sec. 97); restriction on transfer of shares (Secs. 98); pre-emptive right (Sec. 102); resolution of deadlocks (Sec. 104).

1.61 What is a provisional director? (Sec. 104) 1.62 Compare the appraisal right of a stockholder of a regular corporation with the withdrawal right of a stockholder of a close corporation (Sec. 105).

13 1.63 Incorporation (Sec. 106)

EDUCATIONAL CORPORATIONS

1.64 Pre-requisites to incorporation (Sec. 107) 1.65 Board of Trustees (Sec. 108)

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RELIGIOUS CORPORATIONS

1.66 Classes of religious corporations (Sec. 109) (a) Corporation sole

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(i) (ii) (iii) (iv) (v) (vi) (b)

Who may form and for what purpose (Sec. 110); How formed (Sec. 111 and 112); Need for by-laws; Power to acquire and alienate property (Sec. 113); Filling of vacancies (Sec. 114); Dissolution (Sec. 115).

Religious societies or corporations aggregate (Sec. 116)

1.67 Case: Long, et al. vs. Basa, et al., G.R. 134963-64, September 27, 2001. 1.68 Additional material: SEC Opinion No. 04-45, dated November 28, 2004, addressed to the Ferrer and Ferrer Law Office re term of existence of religious corporation.

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DISSOLUTION

1.69 What are the various methods of dissolving corporations? (a) Voluntary (i) (ii) (b) (c) Requirements where no creditors are affected (Sec. 118) Requirements where creditors are affected (Sec. 119)

Involuntary (Sec. 121) Shortening of corporate term (Sec. 120)

1.70 What is liquidation? (Sec. 122) (a) (b) (c) (d) Who may undertake the liquidation of a corporation? For how long may the liquidation of a corporation be undertaken? What could and should be done during the period of liquidation? What happens if an asset cannot be distributed?

1.71 Cases: (a) (b) (c) Clemente, et al. vs. CA, et al., G.R. 82407, March 27, 1995; 242 SCRA 717; Reburiano, et al. vs. CA, et al., G.R. 102965, January 21, 1999; Paramount Insurance Corp., vs. A.C. Ordoez Corporation, et al., G.R. No. 175109, August 6, 2008

1.72 Additional material: SEC-OGC Opinion No. 09-24, dated July 28, 2009, addressed to Esguerra & Blanco Law Offices re powers of a revoked corporation.

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FOREIGN CORPORATIONS

1.73 Acts that constitute doing business in the Philippines (See Sec. 3[d], Republic Act No. 7042, as amended, otherwise known as the Foreign Investments Act of 1991) 1.74 Requirements for the establishment of a branch (Sec. 123; Guidelines for the Investment Requirement of Foreign Corporations Under Section 26 of the Corporation Code, dated April 23, 1982)): (a) (b) (c) Documentary requirements (Sec. 125); Deposit requirement (Sec. 126); Appointment of resident agent (Sec. 128).

1.75 Permitted areas of investment (see Sixth Regular Foreign Investment Negative List [Lists A and B] annexed to Executive Order No. 389 dated November 30, 2004) 1.76 Laws applicable to foreign corporations licensed to transact business in the Philippines (Sec. 129)

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1.77 Consequences of doing business in the Philippines without a license (Sec. 133) 1.78 Merger or consolidation involving licensed foreign corporation (Sec. 132) 1.79 Revocation of license and issuance of certificate of revocation (Secs 134 and 135) 1.80 Withdrawal of foreign corporation (Sec. 136) 1.81 Case: B. Van Zuiden Bros., Ltd. vs. GTVL Manufacturing Industries, Inc. , G.R. No. 147905, May 28, 2007

SECREORGANIZATIONDECREE
PD 902-A (1976), as amended by PD 1653 (1979), 1758 (1981), 1799 (1981) and RA 8799 (2000).

1.

Topics Organization (Secs. 4, 6, 7 and 76, RA 8799) Powers and functions (Secs. 3 and 6, PD 902-A; Sec. 5.1, RA 8799) Jurisdiction (Sec. 5.2, RA 8799) Transfer of regulation of pre-need companies to the Office of the Insurance Commissioner by The Pre-Need Code of the Philippines (RA 9829, approved December 3, 2009)

2.

Cases Removal from employment of corporate officers not within jurisdiction of NLRC Espino vs. NLRC, G.R. 109642-43, January 5, 1995. Regulatory and adjudicatory functions of SEC distinguished SEC vs. CA, Cualoping Securities and Fidelity Transfers, G.R. 106424 and 106431-32, July 21, 1995. NLRC has no jurisdiction over case involving non-reelection of director, etc. Pearson and George (S.E. Asia), Inc. vs. NLRC, G.R. 113928, February 1, 1996. NLRC has jurisdiction over case involving an officer whose position is not provided for in the by-laws and who was not elected by the Board of Directors Easycall Communications Phils., Inc. vs. King, G.R. 145901, December 15, 2005. Determination of which of two stock and transfer books is valid not an intra-corporate dispute Provident International Resources Corporation, et al. vs. Joaquin T. Venus, et al., G.R. 167041, June 17, 2008. Dismissal or removal of Vice President is an intra-corporate controversy Garcia vs. Eastern Telecommunications Philippines, Inc., G.R. 173115, April 16, 2009. SEC no longer has power to validate proxies in relation to election controversies GSIS vs. CA, et al., G.R. 183905, April 16, 2009.

INTRA-CORPORATE CONTROVERSIES
SC Interim Rules of Procedure for Intra-Corporate Controversies (A.M. No. 01-2-04-SC), effective April 1, 2001.

3.

Topics Cases covered (Rule 1, Sec. 1) Distinguish from SC Rules of Procedure on Corporate Rehabilitation Modes of discovery (Rule 3) Election contests (Rule 6, Sec. 2) Inspection of corporate books and records (Rule 7, Secs. 1, 2 and 7)

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Derivative suits (Rule 8, Secs. 1 and 2) Management committee (Rule 9, Secs. 1, 2, 4, 5, 7, 9 and 12) 4. Cases Purpose and nature of derivative suits Chua vs. CA, et al., G.R. 150793, November 19, 2004. Not all stockholders/members are indispensable parties in derivative suit Symaco Trading Corporation vs. Santos, et al., G.R. 142474, August 18, 2005. Appointment of management committee valid Jacinto, et al. vs. First Womens Credit Corporation, G.R. No. 154049, August 28, 2003. Appointment of management committee not valid (a) Sy Chim, et al. vs. Sy Siy Ho & Sons, Inc., G.R 164958, January 27, 2006; (b) Ao-As, et al. vs. CA, et al., G.R. 128464, June 20, 2006. Power to create management committee includes power to reorganize the same Punongbayan vs. Punongbayan, et al., G.R. 157671, June 20, 2006. Derivative suit cannot be converted into a liquidation proceeding

Anthony Yu, et al. vs. Joseph Yukayguan, et al., G.R. No. 177549, June 18, 2009.

THESECURITIESREGULATIONCODE
RA 8799 (2000).

1.

Topics State policy (Sec. 2) Definition of terms (Sec. 3; SRC Rule 3, Rule 3.6 and Rule 25.1) Powers and functions of the SEC (Sec. 5; SRC Rule 5.1[a]) Securities required to be registered (Sec. 8) Exempt securities (Sec. 9) Exempt transactions (Sec. 10) Procedure for the registration of securities (Sec. 12; SRC Rule 8.1) Tender offers ((Sec. 19; SRC Rule 19) Proxy solicitations (Sec. 20; SRC Rule 20) Regulation of transactions of directors, officers and stockholders (Sec. 23) Manipulation of security prices (Sec. 24; SRC Rule 24.1[b]-1) Short sales (SRC Rule 24.2-2) Insider trading (Sec. 27) Registration of securities market professionals (Sec. 28) Registration of exchanges (Sec. 33) Independent directors (Sec. 38; SRC Rule 38) Self-regulatory organizations (Secs. 39, et seq.) Uncertificated securities (Sec. 43) Margin trading (Secs. 48 and 50; SRC Rule 48.1) Settlement offers (Sec. 55) Civil liabilities on account of false registration statement (Sec. 56) Civil liability on account of insider trading (Sec. 61) Limitation of actions (Sec. 62) Damages that may be awarded (Sec. 63) Non-recovery of contribution to damages from issuer (Sec. 63.3) Non-waiver of provisions (Sec. 71) Penalties

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2.

Cases Licensing of brokers Nicolas vs. Court of Appeals and Buan, G.R. 122857, March 27, 1998. Where both parties are equally at fault, neither one could have recourse against the other Abacus Securities Corporation vs. Ampil, G.R. 160016, February 27, 2006. Complaints for violation of SRC and its implementing rules should be filed first with the SEC Baviera vs. Paglinawan, et al., G.R. 168380, February 8, 2007. Tender offer rules apply to indirect acquisition of shares Cemco Holdings, Inc. vs. National Life Insurance Company, G.R. 171815, August 7, 2007. Sale of unregistered timeshare contracts not ratified by subsequent registration thereof Timeshare Realty vs. Lao, et al., G.R. 15894, February 11, 2008. Investment contracts as securities; the Howey test Power Homes Unlimited Corp. vs. SEC, G.R. 164182, February 26, 2008. Postdated checks could be considered as commercial papers evidencing indebtedness and, therefore, classifiable as securities Gabionza, et al. vs. CA, et al., G.R. 161057, September 12, 2008. Proper authorities may investigate respondents in accordance with the SRC for violations of Sections 8, 30, and 36 of the Revised Securities Act SEC vs. Interport Resources Corporation, et al., G.R. 135808, October 6, 2008. - end -

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