CORPORATE PRACTICE
Course Schedule
Session 1 NO CLASS
Session 2 REGISTRATION OF PRIVATE CORPORATIONS
DISCUSSION:
- Citizen’s manual for registration of corporations and
partnerships with SEC;
- Green Lane Registration;
- 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);
- File application for registration with SEC;
- DEADLINE OF SUBMISSION OF CERTIFICATE OF
INCORPORATION - ON OR BEFORE DATE OF
MIDTERM EXAM;
Session 3 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 4 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 5 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 6 PHILIPPINE COMPETITION ACT – PART I
- Salient provisions
- Mergers and Acquisitions
Session 7 PHILIPPINE COMPETITION ACT – PART II
- Case Analysis
Session 8 SUSPENSION OF PAYMENTS, REHABILITATION AND
INSOLVENCY PROCEEDINGS
- Chapter 14, Philippine Corporate Law by Dean Villanueva;
- Supreme Court cases to be uploaded in FB;
Session 9 MIDTERM EXAM
DUE FOR THIS SESSION:
- Upload at FB —
o Scanned copy of Certificate of Incorporation;
o Documentation (Photos and/or Video) of SEC visit;
Session 10 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)
- Non-Compliance with Reportorial Requirements:
o Revocation of Certificate of Registration
o Finality of Mass Revocations
o SEC Opinion on Revoked Corporations
o Upon what grounds may SEC suspend or revoke the
certificate of registration of corporations?
• Act 1459
• PD 902-A
• RA 8799
o Petition to Set Aside Order of Revocation
- Special Requirements Re: Foundations
- Other relevant SEC Memorandum Circulars
Session 11 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);
Session 12 CORPORATE ENGAGEMENT – CSR
POWERPOINT PRESENTATION:
- What is CSR?
- Video showing of past CSR 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 Class 2014 – None
o Class 2015
o Class 2016
o Class 2017
- Board Meeting: Proposed CSR Project
- Video Documentation – on or before FINAL EXAM
Session 13-14 CORPORATE ENGAGEMENT - 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)
PRACTICAL EXERCISE:
- Analysis of selected Philippine case studies – to focus on
the main points of generally accepted good governance
principles with the use of local case histories;
- CASE STUDY REPORTS
Sessions 15-17 Revised Corporation Code
Session 18 FINAL EXAM
DUE FOR THIS SESSION:
- Upload at FB —
o Documentation of CSR Project;
Basis in Evaluating Graded Recitation 10
Student’s Performance
SEC Registration/CSR Project 20
70% - Group Performance
30% - Peer Evaluation
Midterm Exam 30
Final Exam 40
TOTAL 100
GROUPINGS (FOR CORPORATE REGISTRATION AND CSR PROJECT)
A
Mote
Castro
Falculan
De Castro
Guini
Gainza
B
Gonda
Garcia
Abante
Divino
Adora
Punio
C
Marquez
Alas-as
Espina
Conti
Rodil
Caringal
