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Corporate Practice: Covid Summer Edition

The document outlines the course schedule for a summer corporate practice course. It includes 14 sessions that will cover topics like registration of private corporations, securities regulation, Ponzi schemes, the Philippine Competition Act, data privacy, and corporate governance. Practical exercises are included for drafting corporate documents. Readings and discussions will explore related cases, laws, and circulars. The course aims to provide an overview of key issues in corporate law and compliance.

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Ennavy Yongkol
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74 views7 pages

Corporate Practice: Covid Summer Edition

The document outlines the course schedule for a summer corporate practice course. It includes 14 sessions that will cover topics like registration of private corporations, securities regulation, Ponzi schemes, the Philippine Competition Act, data privacy, and corporate governance. Practical exercises are included for drafting corporate documents. Readings and discussions will explore related cases, laws, and circulars. The course aims to provide an overview of key issues in corporate law and compliance.

Uploaded by

Ennavy Yongkol
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
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CORPORATE PRACTICE

Covid Summer Edition


Course Schedule

Session 1 ONLINE CLASS ORIENTATION

Session 2 REGISTRATION OF PRIVATE CORPORATIONS

DISCUSSION:
- Citizen’s manual for registration of corporations and
partnerships with SEC;
- Sample AOI and BL for stock corporations;
- Sample primary purposes;
- Notice re: reduction of copies of reports and other filings
with the SEC;
- SEC Opinion re: power of the board to enter into
suretyship agreements and to issue corporate guarantees;
- SEC Memorandum Circulars:
o Supervision over registered corporations;
o Guidelines and procedures on the use of corporate
and partnership names (plus amendments);
o Citizen’s Manual for fees and charges;
o Principal office address of each incorporator,
director, trustee or partner;

PRACTICAL EXERCISE:
- SEC Company Registration System
- Reserve Company Name (online) – www.sec.gov.ph
- Write AOI and adopt BL
o Incorporators/Stockholders (secure TIN);
o Formulate Primary Purpose;
o Elect Board of Directors;
o Designate Treasurer-in-Trust;
o Deposit paid-up capital with bank (secure
certification – Note: SEC. Res. No. 331, series of
2012 – no longer required);
- Prepare other documentary requirements;
- Compute filing fee (use SEC online calculator);
Session 3 LMS SATURDAY

- Refer to FB group re: assignment

Session 4 SECURITIES REGULATION CODE – PART I

SECTION 2 – DECLARATION OF STATE POLICY


1. Blue Sky Law;
2. BW Resources Controversy;

SECTION 3.1 – DEFINITION OF SECURITIES


(MEMORIZE!)
• Definition of Investment Contract (Amended IRR of SRC);
• Power Homes Unlimited vs. SEC, GR 164182, Feb. 26, 2008;
• SEC vs. Prosperity.Com, GR 164197, Jan. 25, 2012;
• MJ Lhuiller vs. CIR, GR 166786, May 3, 2006

SECTION 4 – SECURITIES AND EXCHANGE


COMMISSION SECTION 5 – POWERS AND FUNCTIONS
OF SEC
- Supervision over corporations – SEC Memorandum
Circular No. 11, s. of 2013;
- Power to issue cease and desist orders – SEC vs.
Performance Foreign Exchange, GR 154131, July 20, 2006;
- Grounds for suspension or revocation of certificate of
registration – PD 902-A, Section 5(i);
- Intracorporate disputes (transfer of jurisdiction from SEC to
RTC) – PD 902-A, Section 5(b); Two-tier tests: Status or
relationship of parties test; Nature of the question under
controversy test Aguirres vs. FQB+7, GR 170770, Jan. 9,
2013

SECTION 6 – INDEMNIFICATION AND


RESPONSIBILITIES OF COMMISSIONERS

SECTION 7 – REORGANIZATION OF SEC

SECTION 8 – REQ. OF REGISTRATION OF SECURITIES

SECTION 9 – EXEMPT SECURITIES (MEMORIZE!)

SECTION 10 – EXEMPT TRANSACTIONS (MEMORIZE!)

SECTION 11 – COMMODITY FUTURES CONTRACTS


SECTION 12 – PROCEDURE FOR REGISTRATION OF

SECURITIES SECTION 13 – REJECTION AND


REVOCATION OF REGISTRATION OF SECURITIES

SECTION 14 – AMENDMENTS TO THE REGISTRATION


STATEMENT

SECTION 15 – SUSPENSION OF REGISTRATION

Session 5 SECURITIES REGULATION CODE – PART II

CHAPTER I – TITLE AND DEFINITIONS


- SECTION 2 – DECLARATION OF STATE POLICY
- SECTION 3.8 – INSIDER
- SECTION 3.15 – UNDERWRITER

CHAPTER IV – REGULATION OF PRE-NEED PLANS


(ALREADY TRANSFERRED TO INSURANCE
COMMISSION UNDER R.A. 9829 OR PRE- NEED CODE
OF THE PHILIPPINES)

CHAPTER VI – PROTECTION OF SHAREHOLDER


INTERESTS
- SECTION 19 – TENDER OFFERS (Cemco Holdings vs.
National Life Insurance, GR 171815, Aug. 7, 2007;
Osmeña vs. SSS, GR 165272, Sept. 13, 2007);
- SECTION 20 – PROXY SOLICITATIONS
- SECTION 23 – TRANSACTIONS OF DIRECTORS,
OFFICERS AND PRINCIPAL STOKCHOLDERS

CHAPTER VII – PROHIBITION ON FRAUD,


MANIPULATION AND INSIDER TRADING
- SECTION 24 – MANIPULATION OF SECURITY
PRICES; DEVICES AND PRACTICES
- SECTION 26 – FRAUDULENT TRANSACTIONS
- SECTION 27 – INSIDER’S DUTY TO DISCLOSE
WHEN TRADING (SEC vs. Interport Resources Corp.,
GR 135808, Oct. 6, 2008)

CHAPTER IX – EXCHANGE AND OTHER SECURITIES


TRADING MARKETS
- SECTION 38 – INDEPENDENT DIRECTORS
CHAPTER XII – MARGIN AND CREDIT
- SECTION 48 – MARGIN REQUIREMENTS

CHAPTER XIII – GENERAL PROVISIONS


- SECTION 61 – CIVIL LIABILITY ON ACCOUNT OF
INSIDER TRADING
SECTION 64 – CEASE AND DESIST ORDER (SEC vs.
Performance Foreign Exch., GR 154131, July 20, 2006);

Session 6 LMS SATURDAY

- Refer to FB group re: assignment

Session 7 PONZI INVESTMENTS AND PYRAMIDING SCHEMES

- People vs. Balasa (G.R. No. 106357);


- Power Homes Unlimited Corp. vs. vs. SEC and Noel
Manero (GR 164182, February 26, 2008);
- SEC vs. Prosperity.com (G.R. No. 164197, January 25,
2012);
- Other recent cases (to be uploaded in FB);
- SEC Advisory: “Beware of Pyramid and Ponzi Schemes
Masquerading as Legitimate Business” – you may
download copy from our FB;
- Definition of Pyramiding under R.A. 7394 (Consumer Act
of the Philippines);
- Definition of Investment Contracts:
Rule 3(1)(G) of Amended IRR of SRC;
Power Homes Unlimited vs. SEC (GR No. 164182);
TURNER TEST VS. HOWEY TEST;
- Read: “Let’s Talk About Ponzi Schemes” by Atty. Franklin
Cueto, published in UB Law Journal (January-March
2010);

Session 8 PHILIPPINE COMPETITION ACT


- Salient provisions
- Mergers and Acquisitions

Session 9 MIDTERM EXAM - LMS


Session 10 DATA PRIVACY ACT
- Salient provisions

Session 11 SUSPENSION OF PAYMENTS, REHABILITATION AND


INSOLVENCY PROCEEDINGS

- Chapter 14, Philippine Corporate Law by Dean Villanueva;


- Supreme Court cases to be uploaded in FB;

Session 12 LMS SATURDAY

- Refer to FB group re: assignment

Session 13 BUSINESS REGISTRATION AND SEC REPORTORIAL


REQUIREMENTS

POWERPOINT PRESENTATION:
- Business Registration Requirements (for Single
Proprietorship, Partnership, Joint Venture, Cooperatives,
Corporations with special requirements on Foundations);

DISCUSSION:
- SEC Reportorial Requirements:
o Citizen’s Manual on Reportorial Requirements
o Affidavit of Non-Operation/Non-Holding of Meeting
o General Information Sheet (GIS)
• Stock Corporations
• Non-Stock Corporations
o Annual Financial Statements (AFS)
• Reminder on Preparation and Audit of AFS
• New Procedures for Filing of AFS
• Schedule of Filing of AFS
• Rotation of External Auditor
• Notice to All Corporate Secretaries
(Re: Public Companies)

Sessions 14 CORPORATE ENGAGEMENT - INTRODUCTION

- Core concepts of Corporate Engagement


o Corporate Philanthropy
o Corporate Governance
o Corporate Social Responsibility
o Corporate Social Entrepreneurship
o Global Corporate Citizenship

- Read “GLOBAL CORPORATE CITIZENSHIP –


WORKING WITH GOVERNMENTS AND CIVIL
SOCIETY” by Prof. Klaus Schwab, World Economic
Forum (you may download PDF copy of article from our
FB);

REVISED CODE OF CORPORATE GOVERNANCE


- Revised Code of Corporate Governance
- “Articulating SEC’s Vision Statement on Good Corporate
Governance” by Atty. Franklin Cueto (UB Law Journal,
Vol. X, October-December 2006, Number 2, pp. 33-50) –
PDF copy uploaded in FB;
- “CSR within the Philippine Corporate Governance System”
(Appendix B, Philippine Corporate Law by Dean
Villanueva);
- “The Revised Code of Corporate Governance: A
Reactionary Approach” (Appendix C, Philippine Corporate
Law by Dean Villanueva);

POWERPOINT PRESENTATION:
- What is Corporate Governance?
- SEC Memorandum Circular No. 6, series of 2009 (Revised
Code of Corporate Governance) – full text uploaded in FB;
- OECD Principles of Corporate Governance – full text
uploaded in FB;

SUPREME COURT CASES:


- Philippine Veterans Bank vs. Callangan, GR 191995,
August 4, 2011);
- Gokongwei vs. SEC (89 SCRA 337);
- Pirovano vs. Dela Rama Steamship Co. Inc. (96 Phil 335);
- Montelibano vs. Bacolod-Murcia Milling Co. (5 SCRA 36);
- Board of Liquidators vs. Heirs of Maximo M. Kalaw (20
SCRA 987);
- Other recent cases (to be uploaded in FB)
Session 15 FILM SHOWING OF UB CORPORATE ENGAGEMENT
PROJECTS

o Class 2010 – Tree planting at Mt. Maculot


o Class 2011 – Coastal clean-up at Mabini
o Class 2012 – Mangrove planting at Calatagan
o Class 2013 – Fish Seeding at Taal Lake
o Other UB law batches

Session 16 FINAL EXAM - LMS

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