a. In acquiring 75% of the total capital stock of YCC, YEI should be required to do a mandatory tender offer. By acquiring the combined 75% shareholdings of YMI and YCIin YCC, YEI effectively owns 45% of YCC. Add that to the 20% it directly owns in YCC, YEI now owns and controls 65% of YCC. Once a person singly or in concert with others acquires more than 50% of the voting stock of a public company, the mandatory tender offer rule applies. The tender offer rule covers not only direct acquisition but also indirect acquisition or any type of acquisition. Whatever may be the method by which control of a public company is obtained either through the direct purchase of its stocks or through indirect means, mandatory tender offer rule applies. (Cemco Holdings v. National Life Insurance Company, [529 SCRA (2007)
b. Yolly cannot be held liable for insider trading. Insider trading is the buying and selling of securities by an insider while in the possession of a material non-public information. While Yolly is an insider, because she has access to material non-public information by reason of her relationship with the Issuer, she did not, however, buy or sell securities. She is liable, however, for having communicated material non-public information about the issuer to any broker who by virtue of such communication becomes an insider considering that Yolly, the insider communicating the information knows or has reason to believe that the broker will likely buy or sell a security of the issuer while in possession of such information (Section 27.3 of the SRC). The law makes no distinction that the insider is buying for himself or for the account of another, as such, it is immaterial that the broker purchased securities for the account of Yolly’s husband. The information about the MTO is also material as it will likely affect the decision of a reasonable person to buy or sell the securities.
XYZ is not required to conduct a tender offer. While purchase of equity securities covering 35% of the public company is subject to mandatory tender offer, the equity securities should have been acquired during a 12-month period (Rule 19.2). In this case, the additional 12% equity stake to bring XYZ’s acquisition to 37% was acquired after 3 years from the first purchase transaction. It is when the acquisition would result in ownership of over fifty percent (50%) of the total outstanding equity securities of a public company that the acquirer shall be required to make a tender offer, regardless of the time he acquired the shares that brought his equity stake to over 50% of the public company.
The motion should be denied. Civil suits falling under the SRC (like liability for selling unregistered securities) are under the exclusive original jurisdiction of the RTC and hence, need not be first filed before the SEC unlike criminal cases, wherein the latter body exercises primary jurisdiction. (Pua v. Citibank, GR no. 180064, September 16, 2013)
The remedy of X for damages is lost by prescription. Any suit therefore must be filed within 2 years after the discovery of the facts constituting the cause of action (but not beyond 5 years after such cause of action accrued). 2 years having already elapsed since the time that X had discovered the misrepresentation in the registration statement of the corporation, the latter’s civil liability has prescribed. X, however, is not prevented from invoking SEC’s regulatory powers against the corporation.
It is considered the lender of last resort because it lends to banks and similar institutions under financial distress when they have no other means to raise funds.
a. The Bangko Sentral ng Pilipinas shall provide policy directions in the areas of money, banking and credit. It shall have supervision over the operations of banks and exercise such regulatory powers as provided in the Central Bank Act and other pertinent laws over the operations of finance companies and non-bank financial institutions performing quasi-banking functions, such as quasi-banks and institutions performing similar functions. The primary objective of the BSP is to maintain price stability conducive to a balanced and sustainable growth of the economy. It shall also promote and maintain monetary stability and convertibility of the Peso.
b. The principal purpose of laws and regulations governing securities in the Philippines is to protect the public against nefarious practices of unscrupulous brokers and salesmen in selling securities.
Before the Monetary Board can declare a bank insolvent, order it closed and forbid it from doing further business in the Philippines, the following basic requirements must be complied with by the Central Bank, to wit:
a. There must be an examination by the head of the Department of Supervision or his examiners or agents into the condition of the bank.
b. The examination discloses that the condition of the bank is one of insolvency, or that its continuance in business would involve probable loss to creditors or depositors.
c. The head of said Department shall inform in writing the Monetary Board of such facts.
d. Upon finding said information or statement to be true, the Monetary Board shall appoint a receiver to take charge of the assets and liabilities of the bank.
e. Within 60 days, the Monetary Board shall determine and confirm if the bank is insolvent, and public interest requires, to order the liquidation of the bank.
a. The suit will not prosper. It is clear as provided in Section 3 of R.A. 1405 that it shall be unlawful for any official or employee of a banking institution to disclose to any person other than those mentioned in section two of the said law any information concerning said deposits. Manosa as a columnist is not one of those persons contemplated under the law. Furthermore, he merely overheard what appeared to be a vague remark of the bank teller therefore is not in a sense an inquiry or a disclosure.
b. NO, Gigi cannot oppose the said issuance because the law provides as an exception from the coverage of RA 1405 that upon order of a competent court in cases of anti- graft and corruption cases, the examination of the deposits may be allowed.
c. A majority vote of the Board of Directors and authorized by the vote of the stockholders representing at least 2/3 of the outstanding capital stock.
