Professional Documents
Culture Documents
1. INSIDER TRADING
Section 27.1. It shall be unlawful for
an insider to sell or buy a security of
the issuer, while in possession of
material information with respect to
the issuer or the security that is not
generally available to the public,
unless:
(a) The insider proves that the
information was not gained from
such relationship; or
(b) If the other party selling to or
buying from the insider (or his agent)
is identified, the insider proves:
(i) that he disclosed the information to
the other party, or
(ii) that he had reason to believe that
the other party otherwise is also in
possession of the information.
A purchase or sale of a security of the
issuer made by an insider defined in
Subsection 3.8, or such insiders
spouse or relatives by affinity or
consanguinity within the second
degree, legitimate or common-law,
shall be presumed to have been
effected while in possession of
material nonpublic information if
transacted after such information
came into existence but prior to
dissemination of such information to
the public and the lapse of a
reasonable time for market to absorb
such information: Provided, however,
That this presumption shall be
rebutted upon a showing by the
purchaser or seller that he was aware
of the material nonpublic information
at the time of the purchase or sale.
SEC vs Interport Resources Corp.,
G.R. No. 135808, October 6, 2008
Facts: In 1994, the Board of Directors
of IRC approved a Memorandum of
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further, That
all
criminal
complaints for violations of this
Code and the implementing rules
and
regulations
enforced
or
administered by the Commission
shall
be
referred
to
the
Department
of
Justice
for
preliminary
investigation
and
prosecution before the proper
court: Provided, furthermore, That in
instances where the law allows
independent
civil
or
criminal
proceedings of violations arising from
the act, the Commission shall take
appropriate action to implement the
same: Provided, finally; That the
investigation, prosecution, and trial of
such cases shall be given priority.
Under the above provision, a criminal
complaint for violation of any law or
rule administered by the SEC must
first be filed with the latter. If the
Commission finds that there is
probable cause, then it should refer
the case to the DOJ. The petitioner
failed to comply with the foregoing
procedural requirement.
A criminal charge for violation of the
Securities Regulation Code is a
specialized dispute. Hence, it must
first be referred to an administrative
agency of special competence, i.e.,
the SEC. Under the doctrine of
primary jurisdiction, courts will not
determine a controversy involving a
question within the jurisdiction of the
administrative tribunal, where the
question demands the exercise of
sound
administrative
discretion
requiring the specialized knowledge
and expertise of said administrative
tribunal to determine technical and
intricate matters of fact. The Securities
Regulation Code is a special law. Its
enforcement is particularly vested in
the SEC. Hence, all complaints for any
violation of the Code and its
implementing rules and regulations
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adopted.
Evidently, it is PCI that
expects profit from the network
marketing of its products.
PCI is
correct in saying that the US$234 it
gets from its clients is merely a
consideration for the sale of the
websites that it provides.
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Citibank
and
Bank
of
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RULING: No.
A branch has no separate legal
personality;
For a deposit to exist, there must be at
least two parties a depositor and a
depository each with a legal
personality distinct from the other.
Because the respondents respective
head offices and their branches form
only a single legal entity, there is no
creditor-debtor relationship and the
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RULING: No.
Pertinent provisions of Republic Act
No. 8791, otherwise known as the
General Banking Law of 2000,
governing
bank
branches
are
reproduced below
SEC. 72. Transacting Business in
the Philippines. The entry of
foreign banks in the Philippines
through
the
establishment
of
branches shall be governed by the
provisions of the Foreign Banks
Liberalization Act.
The conduct of offshore banking
business in the Philippines shall be
governed by the provisions of
Presidential Decree No. 1034,
otherwise known as the "Offshore
Banking System Decree."
SEC. 74. Local Branches of Foreign
Banks. In case of a foreign bank
which has more than one (1)
branch in the Philippines, all such
branches shall be treated as one (1)
unit for the purpose of this Act, and
all references to the Philippine
branches of foreign banks shall be
held to refer to such units.
SEC. 75. Head Office Guarantee.
In order to provide effective
protection of the interests of the
depositors and other creditors of
Philippine branches of a foreign
bank, the head office of such
branches shall fully guarantee the
prompt payment of all liabilities of
its Philippine branch.
Residents and citizens of the
Philippines who are creditors of a
branch in the Philippines of a
foreign bank shall have preferential
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G.R.
No.
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3. CORPORATION BY ESTOPPEL
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Facts:
Mariano Albert entered
into a contract with University
Publishing Co., Inc. through Jose M.
Aruego,
its
President,
whereby
University would pay plaintiff for the
exclusive right to publish his revised
Commentaries on the Revised Penal
Code. The contract stipulated that
failure to pay one installment would
render the rest of the payments due.
When University failed to pay the
second installment, Albert sued for
collection and won. However, upon
execution, it was found that University
was not registered with the SEC.
Albert petitioned for a writ of
execution against Jose M. Aruego as
the
real
defendant.
University
opposed, on the ground that Aruego
was not a party to the case.
Issue:
Whether the judgment
may be executed against Jose M.
Aruego,
supposed
President
of
University Publishing Co., Inc., as the
real defendant.
Ruling:
The Supreme Court found
that Aruego represented a nonexistent entity and induced not only
Albert but the court to believe in such
representation. Aruego, acting as
representative of such non-existent
principal, was the real party to the
contract sued upon, and thus assumed
such privileges and obligations and
became personally liable for the
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4. BOARD RESPONSIBILITY ON
ISSUANCE OF WATERED STOCK
Liability of directors for watered stocks
(Sec. 65)
Any director or officer of a corporation
shall be solidarily liable with the
stockholder
concerned
to
the
corporation and its creditors for the
difference between the fair value
received at the time of issuance of the
stock and the par or issued value of
the same, who consented to:
a. The issuance of stocks for a
consideration less than its par
or issued value
b. The issuance of stocks for a
consideration in any form other
than cash
c. The issuance of stocks valued in
excess of its fair value
d. Or having knowledge of such
issuance, does not forthwith
express his objection in writing
and file the same with the
corporate secretary.
5. VOTING TRUST AGREEMENTS
An arrangement created by one or
more stockholders for the purpose of
conferring upon a trustee or trustees
the right to vote and other rights
pertaining to the shares for a period
not exceeding five (5) years at any
time. The arrangement is embodied in
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-In writing
-Notarized
-Shall specify the terms and conditions
thereof
-Certified copy of such agreement
shall be filed with the corporation and
with the SEC
If these requirements are not satisfied,
the
VTA
is
ineffective
and
unenforceable.
Procedure
a. The certificate or certificates of
stock covered by the voting trust
agreement shall be cancelled and new
ones shall be issued in the name of
the trustee or trustees stating that
they are issued pursuant to said
agreement.
b. In the books of the corporation, it
shall be noted that the transfer in the
name of the trustee or trustees is
made pursuant to said voting trust
agreement.
c. The trustee or trustees shall execute
and deliver to the transferors voting
trust certificates, which shall be
transferable in the same manner and
with the same effect as certificates of
stock.
Right to inspect VTA
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Provided
,
That
no
stock
dividend
shall
be
issued without the
approval
of
stockholders
representing not less
than two-thirds (2/3)
of the outstanding
capital stock at a
regular
or
special
meeting duly called
for the purpose.
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liable
for
his
Ruling:
Poizat
is
LB
on
his
subscription.
When
insolvency
supervenes, allunpaid subscriptions
become at once due and enforceable.
Also But there is another reason why
the present plaintiff must prevail in
this case, even supposing that the
failure of the directors to comply with
the requirements of the provisions of
sections 38 to 48, inclusive, of Act No.
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STEELCASE,
INC.
vs.
DESIGN
INTERNATIONAL SELECTIONS, INC.
G.R. No. 171995
2012
April 18,
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7. Collecting information
Philippines; and
in
the
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