The document discusses several cases related to securities regulation and public companies in the Philippines. It defines a public company as one that has shares listed on an exchange or has over 200 shareholders and assets over 50 million pesos. It also discusses requirements for tender offers when acquiring shares of a public company and obligations of corporate insiders and beneficial owners to disclose transactions and ownership information. Civil cases regarding securities violations fall under the exclusive jurisdiction of regional trial courts.
The document discusses several cases related to securities regulation and public companies in the Philippines. It defines a public company as one that has shares listed on an exchange or has over 200 shareholders and assets over 50 million pesos. It also discusses requirements for tender offers when acquiring shares of a public company and obligations of corporate insiders and beneficial owners to disclose transactions and ownership information. Civil cases regarding securities violations fall under the exclusive jurisdiction of regional trial courts.
The document discusses several cases related to securities regulation and public companies in the Philippines. It defines a public company as one that has shares listed on an exchange or has over 200 shareholders and assets over 50 million pesos. It also discusses requirements for tender offers when acquiring shares of a public company and obligations of corporate insiders and beneficial owners to disclose transactions and ownership information. Civil cases regarding securities violations fall under the exclusive jurisdiction of regional trial courts.
Securities Regulation Code publicly listed; even companies whose shares are
offered only to a specific group of people, are
considered a public company, provided they fall under Subsec. 242. Betty Gabionza and Isabelita Tan vs. Court of 17.2 of the SRC, which provides: any corporation Appeals, G.R. No. 161057, September 12, 2008 with a class of equity securities listed on an Exchange or with assets of at least Fifty Million Pesos The issuance of checks for the purpose of securing a (P50,000,000.00) and having two hundred (200) or loan to finance the activities of the corporation is well more holders, at least two hundred (200) of which within the ambit of a valid corporate act. It is one thing are holding at least one hundred (100) shares of a for a corporation to issue checks to satisfy class of its equity securities. Philippine Veterans isolated individual obligations, and another for a Bank meets the requirements and as such, is subject corporation to execute an elaborate scheme where it to the reportorial requirements for the benefit of its would comport itself to the public as a pseudo- shareholders. investment house and issue postdated checks instead of 247. Cemco Holdings, Inc. vs. National Life stocks or traditional securities to evidence the Insurance Company of the Philippines, G.R. No. investments of its patrons. 171815, August 7, 2007 243. Securities and Exchange Commission vs. Prosperity.Com, Inc., G.R. No. 164197, January 25, 2012 A tender offer is an offer by the acquiring person to stockholders of a public company for them to tender their shares; it gives the minority shareholders the For an investment contract to exist, the following chance to exit the company under reasonable terms, elements, referred to as the Howey test must concur: giving them the opportunity to sell their shares at the (1)a contract, transaction, or scheme; (2)an same price as those of the majority shareholders. investment of money; (3)investment is made in a The mandatory tender offer is still applicable even if common the acquisition, direct or indirect, is less than 35% enterprise; (4) expectation of profits; and (5)profits when the purchase would result in ownership of over arising primarily from the efforts of others. Network 51% of the total outstanding equity securities of the marketing, a scheme adopted by companies for public company. getting people to buy their products where the buyer can 248. Securities and Exchange Commission vs. become a down-line seller, who earns commissions Interport Resources Corporation, et. al., G.R. No. from purchases made by new buyers whom he refers 135808, October 6, 2008 to the person who sold the product to him, is not an investment contract. Section 27 (SRC) penalizes an insiders misuse of material and non-public information about the issuer, 244. Securities and Exchange Commission vs. for the purpose of protecting public investors; Section Oudine Santos, G.R. No. 195542, March 19, 2014 26 widens the coverage of punishable acts, which intend to defraud public investors through various devices, misinformation and omissions. Section 23 A person is liable for violation of Section 28 of the imposes upon (1) a beneficial owner of more than ten SRC where, acting as a broker, dealer or salesman is percent of any class of any equity security or (2) a in the employ of a corporation which sold or offered director or any officer of the issuer of such security, for sale unregistered securities in the Philippines. the obligation to submit a statement indicating his or The transaction initiated by the investment consultant her ownership of the issuers securities and such of a corporation is an investment contract or changes in his or her ownership thereof. participation in a profit sharing agreement that falls within the definition of lawan investment in a 249. Jose U. Pua vs. Citibank, N. A. G.R. No. common venture premised on a reasonable 180064, September 16, 2013 expectation of profits to be derived from the entrepreneurial or managerial efforts of others. Civil suits falling under the SRC (like liability for selling unregistered securities) are under the exclusive 245. Securities and Exchange Commission vs. original jurisdiction of the RTC and hence, need not Interport Resources Corporation, et. al., G.R. No. be first filed before the SEC, unlike criminal cases 135808, October 6, 2008 wherein the latter body exercises primary jurisdiction.
The term insiders now includes persons whose
relationship or former relationship to the issuer gives or gave them access to a fact of special significance about the issuer or the security that is not generally available, and one who learns such a fact from an insider knowing that the person from whom he learns the fact is such an insider. Insiders have the duty to disclose material facts which are known to them by virtue of their position but which are not known to persons with whom they deal and which, if known, would affect their investment judgment.
246. Philippine Veterans Bank v. Callangan, in her
capacity Director of the Corporation Finance Department of the Securities and Exchange Commission and/or the Securities and Ex-change Commission, G.R. No. 191995, August 3, 2011
A public company, as contemplated by the SRC is
not limited to a company whose shares of stock are
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