Corpo San Beda
Corpo San Beda
Corpo San Beda
85
MEMORY AID IN COMMERCIAL LAW
CORPORATION CODE
(B.P. Blg. 68, effective May 1, 1980)
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(Banking Laws); Robespierre CU (Law on Intellectual Property)
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(Banking Laws); Robespierre CU (Law on Intellectual Property)
88 2005 CENTRALIZED BAR OPERATIONS
Shirley Mae Tabangcura, Bon Vincent Agustin (Corporation Law); Karl Steven Co (Special Laws); John Lemuel Gatdula
(Banking Laws); Robespierre CU (Law on Intellectual Property)
90 2005 CENTRALIZED BAR OPERATIONS
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can command its transfer to his name II. INCORPORATION AND ORGANIZATION
from the issuing corporation.
14. CONVERTIBLE SHARE STEPS IN THE CREATION OF A
A share that is changeable by the CORPORATION
stockholder from one class to another at a. PROMOTION – a number of business
a certain price and within a certain operations peculiar to the commercial
period. world by which a company is generally
15. FRACTIONAL SHARE brought into existence. (18 Am. Jur. 2d
A share with a value of less than one 647, cited in de Leon p. 116)
full share. INCORPORATION
Steps:
DOCTRINE OF EQUALITY OF SHARES 1. Drafting and execution of Articles of
Where the articles of incorporation do Incorporation by the incorporators and
not provide for any distinction of the other documents required for
shares of stock, all shares issued by the registration of the corporation
corporation are presumed to be equal Filing with the SEC of the articles of
and enjoy the same rights and privileges incorporation
and are also subject to the same Payment of filing and publication fees
liabilities. (Sec. 6) Issuance by the SEC of the certificate of
incorporation
DEFINITION OF TERMS: c. FORMAL ORGANIZATION AND
CAPITAL STOCK OR LEGAL STOCK OR COMMENCEMENT OF THE TRANSACTION
STATED CAPITAL - The amount fixed in OF BUSINESS
the corporate charter to be subscribed These are conditions subsequent,
and paid in cash, kind or property at the which may be satisfied by substantial
organization of the corporation or compliance in order that a corporation
afterwards and upon which the may legally continue as such.
corporation is to conduct its operation. Formal organization:
CAPITAL – The value of the actual Adoption of By-Laws and filing of the
property or estate of the corporation same with the SEC;
whether in money or property. Its net Election of board of directors/trustees,
worth (or stockholder’s equity) is its and officers;
assets less liabilities. Establishment of principal office;
AUTHORIZED CAPITAL STOCK - The Providing for subscription and payment
capital stock divided into shares with par of capital stock.
values. Par value stocks are required in
the case of corporations issuing TERM OF CORPORATE EXISTENCE
preferred shares, as well as in the case Limitations:
of banks, trust companies, insurance a. The term shall not exceed 50 years in
companies, building and loan any one instance.
associations, and public utilities. It is the b. The amendment is effected before the
total amount in the charter, which may expiration of corporate term, for after
be raised by the corporation for its dissolution by expiration of the corporate
operations. term there is no more corporate life to
SUBSCRIBED CAPITAL STOCK - The total extend.
amount of the capital stock subscribed c. The extension cannot be made earlier
whether fully paid or not. than 5 years prior to the expiration date
OUTSTANDING CAPITAL STOCK - The unless there are justifiable reasons as
portion of the capital stock issued to determined by the SEC.
subscribers except treasury stocks.
STATED CAPITAL – The capital stock CAPITAL STOCK REQUIREMENT
divided into no par value shares. General Rule: No minimum authorized
PAID-UP CAPITAL – The amount paid by capital stock as long as the paid-up
the stockholders on subscriptions from capital is not less than P5,000.00 Except:
unissued shares of the corporation.
a. as provided for by special law
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(Banking Laws); Robespierre CU (Law on Intellectual Property)
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Cannot exercise powers not possessed by the duties enjoined on them by law and
the corporation. (The Corporation Code the by-laws (Sec. 25)
of the Philippines Annotated, Hector de 2. Duty of Diligence
Leon, 2002 ed.) Legal Basis: Directors or trustees who
willfully and knowingly vote for or assent
NATURE OF POWERS OF BOARD OF to patently unlawful acts of the
DIRECTORS/TRUSTEES (The Corporation corporation or who are guilty of gross
Code of the Philippines Annotated, negligence or bad faith in directing the
Hector de Leon, 2002 ed.) affairs of the corporation shall be liable
a. Under the Theory of Original Power, jointly and severally for all damages
the powers of the board of directors or resulting therefrom suffered by the
trustees are ORIGINAL and corporation, its stockholders or members
UNDELEGATED. The stockholders or and other persons (Sec. 31)
members do not confer, nor can they 3. Duty of Loyalty
revoke those powers. Legal Basis: Directors or trustees who
b. They are DERIVATIVE only in the sense acquire any pecuniary or personal
of being received from the State in the interest in conflict with their duty as
act of incorporation. such directors or trustees shall be liable
jointly and severally for all damages
BUSINESS JUDGMENT RULE resulting therefrom. (Sec. 31)
A resolution or transaction pursued When a director or trustee
within the corporate powers and attempts to acquire or acquires in
business operations of the corporation, violation of his duty, any interest
and passed in good faith by the board of adverse to the corporation in respect of
directors, is valid and binding, and any matter which has been reposed in
generally the courts have no authority to him in confidence as to which equity
review the same and substitute their imposes a liability upon him to deal in his
own judgment, even when the exercise own behalf, he shall be liable as trustee
of such power may cause losses to the for the corporation and must account for
corporation or decrease the profits of a all the profits which otherwise would
department. (Philippine Corporate Law, have accrued to the corporation (Sec.
Cesar Villanueva, 2001 ed.) 31, 2nd par.)
Where a director, by virtue of his
Consequences: office, acquires for himself a business
a. Resolutions and transactions entered opportunity which should belong to the
into by the Board within the powers of corporation, thereby obtaining profits
the corporation cannot be reversed by which should belong to the corporation,
the courts not even on the behest of the he must account to the latter for all such
stockholders. profits by refunding the same (Sec. 34)
b. Directors and officers acting within
such business judgment cannot be held ELECTION OF DIRECTORS/TRUSTEES
personally liable for such acts. Limitations:
(Philippine Corporate Law, Cesar a. At any meeting of stockholder or
Villanueva, 2001 ed.) members called for the election of
directors or trustees, there must be
THREE-FOLD DUTIES OF DIRECTORS: present either in person or by
(Philippine Corporate Law, Cesar representative authorized to act by
Villanueva, 2001 ed.) written proxy, the owners of the
Duty of Obedience majority of the outstanding capital stock
To direct the affairs of the or majority of the members entitled to
corporation only in accordance with the vote.
purposes for which it was organized. b. The election must be by ballot if
Legal Basis: The directors or trustees requested by any voting member or
and officers to be elected shall perform stockholder.
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Willfully and knowingly voting for and The corporation has an interest or a
assenting to patently unlawful acts reasonable expectancy.
of the corporation; (Sec. 31) The rule shall be applied
Gross negligence or bad faith in directing notwithstanding the fact that the
the affairs of the corporation; (Sec. director risked his own funds in the
31) venture. (Sec. 34)
Acquiring any personal or pecuniary
interest in conflict of duty; (Sec. 31) Contracts of self-dealing directors
Consenting to the issuance of watered Contracts which are entered into by
stocks, or, having knowledge the corporation with one or more of its
thereof, failing to file objections own directors/trustees, or officers. (Sec.
with the secretary;(Sec. 65) 32)
Agreeing or stipulating in a contract to They are voidable, unless:
hold himself liable with the a) The presence of such
corporation; or director/trustee in the board
By virtue of a specific provision of meeting approving the contract was
law not necessary to constitute a quorum
for such meeting;
DOCTRINE OF DOCTRINE OF The vote of such director/trustee in
LIMITED LIABILITY IMMUNITY the board meeting approving the
contract was not necessary for the
Shields the Protects a approval of the contract;
corporators from person acting for The contract is fair and reasonable under
corporate liability and in behalf of the the circumstances;
beyond their agreed corporation from
In the case of an officer, there was
contribution to the being himself
capital or shareholding personally liable for previous authorization by the board
in the corporation. his authorized of directors.
actions Although not all said conditions are
present, the corporation may elect not
REMEDIES IN CASE OF MISMANAGEMENT to attack or question the validity of the
Receivership; contract, without prejudice, however, to
Injunction, if the act has not yet been the liability of the director/trustee for
done; damages under Sec. 31.
Dissolution if the abuse amounts to a Where any of the first two conditions
ground for quo warranto but the is absent, said contract must be ratified
Solicitor General refuses to act; and by the vote of the stockholders
Derivative suit or complaint filed with representing at least 2/3 of the
SEC. outstanding capital stock or 2/3 of the
members in a meeting called for the
purpose, provided that full disclosure of
SPECIAL RULES ON CONTRACTS the adverse interest of the director/
ENTERED INTO BY trustee involved is made at such
DIRECTORS/TRUSTEES OR OFFICERS: meeting. (Sec. 32)
Doctrine of Corporate Opportunity 3. Contracts of interlocking directors
Unless his act is ratified, a director Contracts entered into between
shall refund to the corporation all the corporations with interlocking directors
profits he realizes on a business (interest of said directors is
opportunity which: “substantial”, i.e. exceeding 20% of the
The corporation is financially able to outstanding capital stock).
undertake; They are valid, provided that:
From its nature, is in line with The contract is not fraudulent; and
corporations business and is of The contract is fair and reasonable
practical advantage to it; and under the circumstances.
Shirley Mae Tabangcura, Bon Vincent Agustin (Corporation Law); Karl Steven Co (Special Laws); John Lemuel Gatdula
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(Banking Laws); Robespierre CU (Law on Intellectual Property)
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(Banking Laws); Robespierre CU (Law on Intellectual Property)
106 2005 CENTRALIZED BAR OPERATIONS
capital stock, or 2/3 of the member in such person to exercise the voting rights
of the members in non-stock of the former.
case of non-stock corporation Unless otherwise provided in the proxy,
corporations it shall be valid only for the meeting for
Power to Power to amend or which it is intended.
amend/repeal articles repeal by-laws or
cannot be delegated adopt new by-laws
No proxy shall be valid and effective for
by the stockholders/ may be delegated a longer period than five years at any
members to the board by the 2/3 of the one time. (Sec. 58)
of directors/ trustees outstanding capital The right to vote by proxy may be
stock or 2/3 of the exercised in any of the following
members in the instances:
case of non-stock Election of the board of directors or
corporation trustees;
Voting in case of joint ownership of
VI. MEETINGS stock;
Voting by trustee under voting trust
STOCKHOLDERS/MEMBERS MEETING agreement;
Pledge or mortgage of shares;
WHEN: As provided for in its by-laws.
REGULAR - held on the date fixed in Note: Stockholders or members may
the by-laws or if not fixed on any attend and vote in their meetings by
date in April;and proxy (Sec. 58); directors cannot do so.
SPECIAL - held at any time deemed Directors must always act in person.
necessary or as so provided in the (Sec. 25).
by-laws. EXTENT OF AUTHORITY
WHERE: a. GENERAL PROXY – confers a general
In the city or municipality where the discretionary power to attend and vote
principal office of the corporation is at annual meeting.
located, and if practicable, in the b. LIMITED PROXY – restrict the authority
principal office of the corporation. to vote to specified matters only and
However, in the case of non-stock may direct the manner in which the vote
corporations, the by-laws may shall be cast
provide that meetings may be held
at any place even outside the VOTING TRUST
principal place of the corporation. An agreement whereby one or more
(Sec. 93) stockholders transfer their shares of
stocks to a trustee, who thereby acquires
BOARD MEETING (Sec. 53) for a period of time the voting rights
WHEN: (and/or any other rights) over such
REGULAR - held monthly, unless shares; and in return, trust certificates
otherwise provided in the by-laws; are given to the stockholder/s, which are
and transferable like stock certificates,
SPECIAL - held at any time upon the subject, however, to the trust
call of the president. agreement.
WHERE: Limitations:
May be held anywhere in or outside of a. Cannot be entered into for a period
the Philippines. exceeding 5 years at any one time
except when it is a condition in a loan
PROXY agreement or for the purpose of
Limitations: circumventing the law against
It must be in writing and signed by the monopolies and illegal combinations
stockholder or member (as principal) and b. The agreement must not be used for
filed before the scheduled meeting with purposes of fraud
the corporate secretary, and given to c. It must be in writing and notarized and
another person (as agent) authorizing specify the terms and conditions thereof
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may be bound to honor the certificate certificate in favor of the transferee and
(if duly signed and released by its cancel the former certificate.
authorized officers) in the hands of a Only absolute transfers need be
holder in good faith, reserving a right registered. The pledge or mortgage itself
of recourse that an aggrieved party need not be recorded in the stock and
may pursue against the culpable or transfer book, but a chattel mortgage
unjustly enriched party. must comply with the Chattel Mortgage
Law, and a pledge would require the
shares to be placed in the possession of
the creditor/pledgee. The agreement
CAPITAL STOCK SHARES OF STOCK must appear in a public instrument to
Amount paid in or Interest or right take effect against third persons.
secured to be paid which the (Chemphil vs. CA, 251 SCRA 257)
in by the stockholder has in
stockholders upon the management of EFFECTS OF UNREGISTERED TRANSFER
which the the corporation, and
OF SHARES
corporation is to its surplus profits,
conduct its and upon a a. It is valid and binding as between the
operation. It is the dissolution, in all of transferor and the transferee
property of the its assets remaining b. It is invalid as to the corporation
corporation itself after payment of except when notice is given to the
(monetary value). corporate debts. corporation for purposes of registration
c. It is invalid as against corporate
SHARES OF STOCK CERTIFICATE OF creditors and the transferor is still liable
STOCK to the corporation
Unit of interest in a Evidence of the d. It is invalid as to the attaching or
corporation holder’s ownership executing creditors of the transferor, as
of the stock and of well as subsequent purchasers in good
his right as a faith without notice of the transfer.
shareholder
Incorporeal or Concrete and ISSUANCE OF CERTIFICATE OF STOCK
intangible property tangible
No certificate of stock shall be issued
May be issued by the May be issued only if
corporation even if the subscription is
until the full amount of the subscription
the subscription is fully paid. is paid. Basis: Doctrine of Individuality
not fully paid. of Subscription that espouses that the
subscription is one, entire, indivisible,
and whole contract, which cannot be
REQUIREMENTS FOR TRANSFER OF divided into portions. (SEC Opinion)
STOCK
a. In case of shares covered by a COLLECTION OF UNPAID SUBSCRIPTION
certificate, the indorsement of the Voluntary payment
owner or his agent coupled with delivery Upon the date specified in the
is essential subscription contract
b. Where no certificate has been issued Upon call by the Board of Directors
or for some reason it is not in the Involuntary payment
possession of the stockholder, it may be Extra-judicial
transferred by means of a deed of Delinquency sale
assignment duly recorded in the books of Application of dividends
the corporation Judicial action
c. To be valid against the corporation Note: The prescriptive period in case of
and third persons, the transfer must be subscription of shares begins to run only
recorded in the stock and transfer book from the time the board of directors
d. The transferee must present the declares that the balance are due and
indorsed certificate to the corporate payable. It does not begin to run from
secretary who shall effect the transfer in
the corporate books, issue a new stock
the date of the subscription. (Garcia vs. No delinquency stock shall be voted
Suarez, 67 Phil. 441) for or be entitled to vote or
representation at any stockholders
DELINQUENCY meeting, nor shall the holder be entitled
If the subscription contract fixes the to any of the rights of a stockholder
date for payment, failure to pay on except the right to dividends in
such date shall render the entire accordance with the provisions of this
balance due and payable with Code until and unless he pays the
interest. Thirty days therefrom, if amount due on his subscription with
still unpaid, the shares become accrued interest, and the cost and
delinquent, as of the due date, and expenses of advertisement, if any. (Sec.
subject to sale, unless the board 71)
declares otherwise.
If no date is fixed in the subscription
contract, the board of directors can
make the call for payment, and PROCEDURE FOR THE SALE OF
specify the due date. The notice of DELINQUENT STOCKS (Sec. 68)
call is mandatory. The failure to pay 1. Call by resolution demanding
on such date shall render the entire payment of the balance. However, if
balance due and payable with the contract of subscription
interest. Thirty days therefrom, if prescribes the date of payment, no
still unpaid, the shares become call is necessary.
delinquent, as of the date of call, Notice of the board resolution given to
and subject to sale, unless the board the stockholders by the corporate
declares otherwise. (Sec. 67) secretary, either personally or by
registered mail. Publication of notice
Effect: of call is not required.
A. Upon the stockholder Failure of the stockholder to pay within a
Accelerates the entire amount of grace period of 30 days from the
the unpaid subscription; date specified in the contract of
Subjects the shares to interest, subscription or in the call, the stocks
expenses and costs; shall be declared delinquent and
Disenfranchises shall be subject to sale.
the shares from any right that Notice of delinquency served on the
inheres to a shareholder, except subscribers either personally or
the right to dividends (but which registered mail and publication in a
shall be applied to any amount newspaper of general circulation in
due on said shares or, in the the province or the city where
case of stock dividends, to be principal office is located for once a
withheld by the corporation until week for 2 consecutive weeks.
full payment of the delinquent Notice shall state the amount due on
shares. (Sec. 43) each subscription plus accrued
Upon the director owning delinquent interest, and the date, time and
shares place of the sale which shall not be
He can continue serving in that capacity less than 30 days nor more than 60
unless and until said shares are totally days from the date the stocks
bidded away, he continues to be the become delinquent.
owner thereof and in the interim he is Sale of the delinquent shares at public
not disqualified. auction.
A delinquent stockholder seeking to be
elected as director may not be a HIGHEST BIDDER IN A DELINQUENCY
candidate for, nor be duly elected to, SALE
the board. a. The person participating in the
delinquency sale who offers to pay the full
amount of the balance of the subscription
together with the accrued interest, costs
Shirley Mae Tabangcura, Bon Vincent Agustin (Corporation Law); Karl Steven Co (Special Laws); John Lemuel Gatdula
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112 2005 CENTRALIZED BAR OPERATIONS
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(Banking Laws); Robespierre CU (Law on Intellectual Property)
114 2005 CENTRALIZED BAR OPERATIONS
Shirley Mae Tabangcura, Bon Vincent Agustin (Corporation Law); Karl Steven Co (Special Laws); John Lemuel Gatdula
(Banking Laws); Robespierre CU (Law on Intellectual Property)
116 2005 CENTRALIZED BAR OPERATIONS
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(Banking Laws); Robespierre CU (Law on Intellectual Property)
118 2005 CENTRALIZED BAR OPERATIONS
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(Banking Laws); Robespierre CU (Law on Intellectual Property)
120 2005 CENTRALIZED BAR OPERATIONS
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(Banking Laws); Robespierre CU (Law on Intellectual Property)
122 2005 CENTRALIZED BAR OPERATIONS
for a period or periods totaling apart from their common business in the
180 days or more; sense that there is no intention to
c) Participating in the engage in a progressive pursuit of the
management, supervision or purpose and object of business
control of any domestic business, transaction. (Eriks Pte.Ltd vs. CA, 267
firm or entity or corporation in SCRA 567)
the Philippines; and In Pari Delicto Rule
Any other act or acts that imply a In the case of Top-Weld Manufacturing
continuity of commercial vs. ECED, S.A., the Court denied the
dealings or arrangements, and relief prayed for by petitioner when it
contemplate to that extent the ruled that the very purpose of the law
performance of acts or works, or was circumvented and evaded when the
the exercise of some of the petitioner entered into the said
functions normally incident to, agreements despite the prohibition
and in progressive prosecution contained in the questioned law. The
of, commercial gain or of the parties were considered as being in pari
purpose of the business delicto because they equally violated
organization. R.A. 5455
Implementing Rules of R.A. No. 7042 Estoppel Rule
Acts not constituting “doing A party is estopped from questioning
business”: the capacity of a foreign corporation to
Mere investment as a shareholder in institute an action in our courts where it
a domestic corporation and/or had obtained benefits from its dealings
the exercise of rights as such with such foreign corporations and
investor; thereafter committed a breach or sought
Appointing a representative or to renege on its obligations. (European
distributor domiciled in the Resources vs. Ingnieburo)
Philippines which transacts
business in its own name and for
its own account; EFFECTS OF LACK OF LICENSE
Publication of a general A. On suits
advertisement through any print Foreign corporation doing business in the
or broadcast media; Philippines:
Maintaining a stock of goods in the may not sue or intervene in any
Philippines solely for the purpose action in any court or
of having the same processed by administrative agency of the
another entity in the Philippines; Philippines; but
Consignment by the foreign may be sued on any valid cause of
corporation of equipment with a action recognized in the
local company to be used in the Philippines (under the doctrine of
processing of products for quasi-estoppel by acceptance of
export; benefits). (Sec. 133)
Collecting information in the Foreign corporation not doing business in
Philippines; and the Philippines:
Performing services auxiliary to an Generally, it may not sue and be
existing isolated contract of sale sued in any court or
which are not on a continuing administrative agency of the
basis. Philippines;
However, it may sue and be sued for
C. Jurisprudential Rules isolated transactions, as well
Doctrine of Isolated Transactions as for those which are casual or
Foreign corporations, even incidental thereto.
unlicensed ones, can sue or be sued on a B. On contracts
transaction or series of transactions set The contracts contemplated are those
that satisfy the “contract test” or those
2005 CENTRALIZED BAR OPERATIONS EXECUTIVE COMMITTEE AND SUBJECT
CHAIRPERSONS
Maricel Abarentos (Over-all Chairperson), Ronald Jalmanzar (Over-all Vice Chair), Yolanda Tolentino(VC-Acads), J
ennifer Ang(VC- Secretariat), Joy Inductivo (VC-Finance), Elaine Masukat (VC-EDP), Anna Margarita Eres (VC-
Logistics) Jonathan
Mangundayao (Political Law), Francis Benedict Reotutar (Labor Law), Romuald Padilla (Civil Law), Charmaine Torres
(Taxation Law), Mark David Martinez (Criminal Law), Garny Luisa Alegre (Commercial Law), Jinky Ann Uy (Remedial Law),
Jackie Lou Bautista (Legal Ethics)
San Beda College of Law
123
MEMORY AID IN COMMERCIAL LAW
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(Banking Laws); Robespierre CU (Law on Intellectual Property)
124 2005 CENTRALIZED BAR OPERATIONS
Nature: in rem, summary, and non- d. direct the creditors to file their
adversarial verified comment or opposition
Applicability: These Rules apply to not later than 10 days before the
petitions for rehabilitation filed by initial hearing; their failure to do
corporations, partnerships and so would bar them from any
associations pursuant to P.D. 902-A participating in the proceedings.
Steps: Publication of the stay order in a
Filing verified petition with the newspaper of general circulation once a
appropriate RTC by: week for 2 consecutive weeks;
corporate debtor who foresees the Referral of rehabilitation plan to
impossibility of meeting its debts rehabilitation receiver;
when they respectively fall due; Meetings between corporate debtor with
or creditors. Discussions on the
creditors holding at least 25% of the rehabilitation plan;
debtor’s total liabilities; Submission of final rehabilitation plan to
The following shall be annexed to the the RTC for approval;
petition: The petition shall be dismissed (which
audited financial statements at end results into the automatic lifting of the
of its last fiscal year; stay order unless RTC ordered otherwise)
interim financial statement; if no rehabilitation plan is approved after
schedule of debts and liabilities; 180 days from initial hearing;
inventory of assets; Approval or disapproval of the
rehabilitation plan; rehabilitation plan by RTC.
schedule of payments and disposition
of assets effected within 3 REHABILITATION RECEIVER
months preceding the filing of the A person appointed by the RTC, in
petition; behalf of all the parties for the purpose
schedule of cash flow for the last 3 of preserving and conserving the
months’ property and preventing its possible
statement of possible destruction or dissipation, if it were left
claims; in the possession of any of the parties.
affidavit of general financial He acts in a fiduciary capacity and
condition; with impartiality towards all interested.
at least 3 nominations for He does not take over the management
rehabilitation receiver; and control of the debtor, but shall
certificate under oath that directors closely oversee and monitor the
and stockholders have irrevocably operations of the debtor during the
approved/ consented to all pendency of the proceedings. (Bar
actions/matters necessary under Review Materials in Commercial Law,
the rehabilitation plan. Jorge Miravite, 2002 ed.)
The court shall issue the stay order not
later than 5 days from the filing of the POWERS AND FUNCTIONS OF
petition, which among others, shall: MANAGEMENT COMMITTEE OR
appoint a rehabilitation receiver; REHABILITATION RECEIVER (Sec. 6[d],
stay all actions for claims against the P.D. 902-A)
debtor, which shall cover both 1. To take
secured and unsecured creditors; custody of, and control over, all the
set an initial hearing for the petition existing assets and property of such
(not earlier than 45 days but not entities under management;
later than 60 days from filing of 2. To evaluate the existing assets
the petition); and and liabilities, earnings and
operations of such corporations,
partnerships or other associations;
2005 CENTRALIZED BAR OPERATIONS EXECUTIVE COMMITTEE AND SUBJECT
CHAIRPERSONS
Maricel Abarentos (Over-all Chairperson), Ronald Jalmanzar (Over-all Vice Chair), Yolanda Tolentino(VC-Acads), J
ennifer Ang(VC- Secretariat), Joy Inductivo (VC-Finance), Elaine Masukat (VC-EDP), Anna Margarita Eres (VC-
Logistics) Jonathan
Mangundayao (Political Law), Francis Benedict Reotutar (Labor Law), Romuald Padilla (Civil Law), Charmaine Torres
(Taxation Law), Mark David Martinez (Criminal Law), Garny Luisa Alegre (Commercial Law), Jinky Ann Uy (Remedial Law),
Jackie Lou Bautista (Legal Ethics)
San Beda College of Law
125
MEMORY AID IN COMMERCIAL LAW
Shirley Mae Tabangcura, Bon Vincent Agustin (Corporation Law); Karl Steven Co (Special Laws); John Lemuel Gatdula
(Banking Laws); Robespierre CU (Law on Intellectual Property)
126 2005 CENTRALIZED BAR OPERATIONS
Shirley Mae Tabangcura, Bon Vincent Agustin (Corporation Law); Karl Steven Co (Special Laws); John Lemuel Gatdula
(Banking Laws); Robespierre CU (Law on Intellectual Property)
128 2005 CENTRALIZED BAR OPERATIONS
Shirley Mae Tabangcura, Bon Vincent Agustin (Corporation Law); Karl Steven Co (Special Laws); John Lemuel Gatdula
(Banking Laws); Robespierre CU (Law on Intellectual Property)
130 2005 CENTRALIZED BAR OPERATIONS
INSIDER
A person who, with respect to a
particular security, may be any of the
following:
The issuer;
The director or officer of, or a person
controlling the issuer;
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;
A government employee, or director, or
officer of an exchange, clearing
agency and/or self-regulatory
organization who has access to material The credit extended must be for an
information about an issuer or a security amount not greater than whichever is
that is not generally available to the higher of:
public; or 1. 65% of current market price of
A person who learns such information by the
a communication from any of the security
foregoing insiders. (Sec. 3.8) 2. 100% of
the lowest market price of
MATERIAL NON-PUBLIC INFORMATION security during the preceding 36
(formerly Fact of Special Significance) calendar months, but not greater
a. Information about the issuer or the than 75% of the current market
security which has not been generally price. (Sec. 48)
disclosed to the public and would
likely affect the market price of the Margin
security after being disseminated to Sum of money, or its equivalent,
the public and the lapse of a placed in the hands of a broker by
reasonable time for the market to principal or persons on whose account
absorb the information; or the purchase is to be made, as a security
b. Information about the issuer or the to the former against losses to which he
security which would be considered may be exposed by a subsequent
by a reasonable person important depression in the market value of the
under the circumstances in stock.
determining his course of action to
buy, sell or hold security. (Sec. 27.2) Margin Call
Demand made by the broker on the
MARGIN TRADING investor to deposit money or securities
A kind of trading that allows a broker with the broker when a purchase is made
to advance for the customer/investor or when the investor’s equity in a margin
part of the purchase price of a security account falls below a minimum standard
and to keep it as a collateral for such set by the exchange or broker.
advance.