1

LYCEUM OF THE PHILIPPINES UNIVERSITY

COLLEGE OF LAW
1st Semester, School Year 2019-2020

COURSE OUTLINE
ON
PHILIPPINE CORPORATION LAW
AND SECURITIES REGULATIONS

Professor Timoteo B. Aquino

COURSE DESCRIPTION: A study of laws and jurisprudence governing

private corporations. These include the Revised Corporation Code and other
special laws as well decisions of the Supreme Court, rules and opinions
issued by the Securities and Exchange Commission (SEC). There will be an
examination and analyses of the applicable law and commercial principles
underlying the various business organizations, their components and the
different stakeholders. The students will understand not only the structure of
corporations and the regulatory framework that applies thereto but also how a
corporation can be an effective tool in business and its role in the society. The
course likewise includes a study of the basic rules on securities regulations
particularly the pertinent provisions of the Securities Regulations Code and its
implementing rules.

MATERIALS

A. CONSTITUTION AND STATUTES:

1. Selected Economic Provisions of the 1987 Constitution (Examples:

(a) Provisions on Disqualification: Art. VI, Sec. 14, Art. VII, Sec. 13,
Art. VII, Sec. 2, Art. IX, Sec. 16, Art. XI, and Sec. 14, Art. XII; (b)
Nationalization provisions: Art. XVI, Sec. 11, Art. XII, Sec. 2, and
Art. XII, Sec. 11).
2. Revised Corporation Code of the Philippines.
3. Securities Regulations Code (Republic Act No. 8799).
4. Foreign Investments Act of 1991 as amended (Republic Act Nos.
7042 & 8179).
5. SEC Reorganization Act (Presidential No. 902-A)
6. Code of Commerce (provisions on Merchants and Joints Accounts)
7. Business Name Law (Act. No. 3883)
8. Retail Trade Liberalization Act of 2000 (Republic Act No. 8762)
9. Anti-Dummy Law (Commonwealth Act No. 108)
10. Bulk Sales Law (Act. No. 3952)
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1. Eleventh Regular Foreign Investment Negative List (Executive 65, Series of

2018)
2. Guidelines on Compliance with Foreign Equity Ownership Requirements
(SEC Memorandum Circular No. 8, Series of 2013, dated May 20, 2013)
3. Guidelines and Procedures on Use of Corporate and Partnership Names
(SEC Memorandum Circular No. 13, Series of 2019, dated June 21, 2019)
4. Guidelines on the Number and Qualifications of Incorporators
(Memorandum Circular No. 16, Series of 2019 dated July 30, 2019)
5. Guidelines on the Establishment of a One Person Corporation
(Memorandum Circular No. 7, Series of 2019 dated April 25, 2019
6. Selected Provisions of the IRR of SRC.
7. DTI Department Order Nos. 10-01, Series of 2010, 10-03 Series of 2010, and
10-08 Series of 2010

(Note: Other pertinent rules may be assigned during the semester.)

C. CASE LAW AND OPINIONS.

1. Decisions of the Supreme Court (specified in this Outline as well as

additional cases to be assigned during the semester)
2. SEC and DOJ Opinions (specified in this Outline as well as other
opinions to be assigned during the semester).

D. TEXTBOOKS

1. Philippine Corporate Law Compendium, 2018 Edition (Rex Book

Store), by Timoteo B. Aquino
2. Revised Corporation Code of the Philippines, A Short Introduction, 2019
Ed., (Rex Book Store) by Timoteo B. Aquino and Maria Margaret Bernadette
A. Aquino

E. ADDITIONAL READINGS.

3. The Theory of Enterprise Entity by Adolf A. Berle, Jr., Vol. 47 No. 3

Columbia Law Review, pp. 343-358
4. The Modern Corporation and Private Property, Adolf A. Berle, Jr.
and Gardiner Means.
5. Limited Liability and the Corporation by Frank Easterbrook and
Daniel Fischel, 52 U. Chi. L. Rev. 89 (1985)
6. Bar Examinations Questions in Corporate Law up to 2017.

ASSIGNED CASES: The Students are required to read the cases specified
below. The Students should focus on identifying the rule of law or doctrinal
precepts, their application to the facts, exploring the extent or limit of or
exceptions to its application and synthesizing the rule or doctrine into an
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OUTLINE OF TOPICS:
I. BASIC LAWS, RULES AND JURISPRUDENCE
ON BUSINESS ORGANIZATIONS.
Reference : Aquino, Philippine Corporate Law Compendium, 2018
Ed.

1. Sole Proprietorships.

1.01. Business Name Law (Act. 3883 & DTI Department Order
Nos. 10-01, Series of 2010, 10-03 Series of 2010, and 10-08
Series of 2010).
1.02. Merchants (Code of Commerce, Sections 1 to 5, 13 and 14)
1.03. Disqualifications under the Constitution.

2. Joint Accounts (Code of Commerce, Sections 239 to 243)

3. Business Trusts, Syndicates and Joint Ventures
4. Partnerships distinguished from Corporations
5. Cooperative and Homeowners Associations

II. CORPORATE LAW.

Textbooks:

Aquino, Philippine Corporate Law Compendium, 2018 Ed., referred to herein

as “PCLC [2018], p. ”.

Aquino and Aquino, Revised Corporation Code of the Philippines, A Short

Introduction (2019 Ed.)

1. GENERAL CONCEPTS.

This covers the basic concepts regarding corporations, including the

definition of the term “corporation”, the attributes and kinds or classes of
corporations, the components and organizational structure of corporations.
This section likewise involves an examination of the concept and kinds of
shares in a stock corporation. The different legal theories that explain and/or
justify different rules will also be examined including the Enterprise Entity
and the justifications for Limited Liability.

1.01. Applicable Laws.

a. Corporation Code as primary law.

b. Cases When the Corporation Code is not the Primary Law.
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1.04. Attributes of Corporation. (Section 2, Corp. Code).

a. Concession Theory and Corporate Franchises.

(1) Tayag v. Benguet Consolidated, Inc., G.R. No. L-23145,

November 29, 1968, 26 SCRA 242
(2) J.R.S. Business Corp. v. Imperial Insurance, G.R. No. L-
19891, July 31, 1964, 11 SCRA 634

b. Creation by General Law and by Special Law

(3) Dante Liban v. Richard J. Gordon, G.R. No. 175352,

January 18, 2011 ANGELES
(4) Torres v. De Leon, G.R. No. 199440, January 18, 2016.
BAGIS

a. Right of Succession

(5) SME Bank Inc. V. De Guzman Nos. 184517 & 186641, Oct.
8, 2013 BANAS-E

b. Doctrine of Separate Personality

(6) Alvarado v. Ayala Land, Inc., et. al., G.R. No. 208426,
September 20, 2017. BERNALDO
(7) National Electrification Administration v. Maguindanao
Electric Cooperative, Inc., G.R. Nos. 192595-96, April, 11,
2018. BRAWNER

c. Doctrine of Limited Liability

(8) Donina C. Halley v. Printwell, Inc., G.R. No. 157549, May

30, 2011 BRINGAS
(9) Atilano II, et. al., v. Asaali, G.R. No. 174982, September
10, 2012 BRIONES

Additional Readings:

(a) The Theory of Enterprise Entity by Adolf A. Berle, Jr., Vol.

47 No. 3 Columbia Law Review, pp. 343-358; See PCLC [2018],
pp. 56 to 57 and;
(b) Limited Liability and the Corporation by Frank Easterbrook
and Daniel Fischel, 52 U. Chi. L. Rev. 89 (1985); See PCLC
[2018], p. 52.

d. Doctrine of Piercing the Veil of Corporate Fiction

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(13) Heirs of Fe Tan Uy v. International Exchange Bank,

G.R. No. 166282, February 13, 2013CARLOS
(14) Pacific Rehouse Corporation v. Court of Appeals,
G.R. Nos. 199687 & 201537, March 24, 2014 DE
GUZMAN
(15) Lanuza, Jr. v. BF Corporation, G.R. No. 174938,
October 1, 2014 GALANG
(16) Guillermo v. Uson, G.R. No. 198967, March 7, 2016
GUTIERREZ
(17) Republic of the Philippines v. Mega Pacific
eSolutions, Inc., G.R. No. 184666, June 27, 2016
JAVIER
(18) De Castro v. Court of Appeals, G.R. No. 204261,
October 5, 2016 RECINTO
(19) California Manufacturing Company, Inc. v. Advanced
Technology System, Inc., G.R. No. 202454, April 25,
2017. RELATO
(20) International Academy of Management and Economics
v. Litton and Company, Inc., G.R. No. 191525,
December 13, 2017. SAN DIEGO

e. Rules of Attribution

i. Nationality, Citizenship and Foreign Equity (Place of

Incorporation Test, Control Test & Grandfather Rule)

(21) Heirs of Wilson Gamboa v. Teves, G.R. No. 176579,

October 9, 2012 SUICO
(22) Narra Nickel Mining and Development Corp. v.
Redmont Consolidated Mines, Corp., G.R. No. 195580,
April 21, 2014 and January 28, 2015 VALLESTEROS
(23) Roy III v. Herbosa, G.R. No. 207246, April 18, 2017.
ZAPANTA

Additional Readings:

(a) SEC Memorandum Circular No. 8, Series of 2013 –

Guidelines on Compliance with the Filipino-Foreign Ownership
Requirement Prescribed in the Constitution and/or Existing
Laws by Corporations Engaged in Nationalized and Partly
Nationalized Activities.
(b) 11th Regular Foreign Investment Negative List

j. Residence

k. Tort Liability and Doctrine of Corporate

Responsibility
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Readings: Torts and Damages, 2016 Ed., by Timoteo B.

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m. Constitutional Rights

(24) Bataan Shipyard & Engineering Co., Inc. v. PCGG,

G.R. No. L-75885, May 27, 1987 (NOTE: Focus on
pages 233 to 235 of Vol. 150 of SCRA) ANGELES
(25) Bache & Co (Phils.) Inc. v. Ruiz, G.R. No. L-32409,
February 27, 1971 BAGIS
(26) Stonehill v. Diokno, G.R. No. L-19550, June 19, 1957
BANAS-E

n. Criminal Liability

1.05. Classes of Corporations (See Sec. 2, par. 13, Administrative

Code of 1987; Sec. 16, Art. XII, 1987 Constitution & Articles 44
and 45, New Civil Code)

(27) Boy Scouts of the Philippines v. COA, G. R. No.

177131, June 7, 2011 BERNALDO
(28) Republic of the Philippines v. City of Paranaque,
G.R. No. 191109, July 18, 2012 BRAWNER
(29) Collector of Internal Revenue v. Club Filipino, 5 SCRA
321 (1962) BRINGA

1.06. Components of Corporations

1.07. Nature and Classes of Shares

2. INCORPORATION AND ORGANIZATION

A study of the concept and nature of the Articles of Incorporation of a

corporation and corporate contract law. This study aims to understand to
how corporations acquire their personality under the Corporation Code and
the requirements for incorporation; to understand the effect of defects in the
incorporation process and the different kinds of defectively formed
corporations; to understand the different conditions precedent that must be
complied with before incorporation and conditions subsequent to
incorporation. The legal theories involving the rules shall likewise be
examined. Practical application of the rules include learning how to draft and
secure the approval of the Articles of Incorporation and the other
requirements for incorporation.

2.01. Articles of Incorporation and its Contents

a. Corporate Contract Law

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d. Nominees and Anti-Dummy Law (Anti-Dummy Law,

Commonwealth Act No. 108)

(31) Marsman & Company, Inc. v. First Coconut Central Co.,

G.R. No. L-39841, June 20, 1988 BRIONES

e. Corporate Name

(32) GSIS Family Bank-Thrift Bank v. BPI Family Bank,

G.R. No. 175278, September 23, 2015 CARLOS
(33) Indian Chamber of Commerce Phils., Inc. v. Filipino
Indian Chamber of Commerce in the Philippnes, Inc.,
G.R. No. 184008, August 3, 2016. DE GUZMAN
(34) De La Salle Montessori International of Malolos, Inc. v.
De La Salle Brothers, Inc., et. al., G.R. No. 205548,
February 7, 2018 GALANG

Additional Readings:

Guidelines and Procedures on Use of Corporate and Partnership

Names

f. Capital, Authorized Capital, Subscribed Capital, Paid-Up

Capital.

g. Principal Office

Readings: SEC Memorandum Circular No. 6, Series of 2016

dated June 9 2016.

2.02. Commencement of Corporate Existence, Corporate Term

and Promoters

(35) Cagayan Fishing Development Co. Inc. v. Sandiko,

G.R. No. L-43350, December 23, 1937. GUTIERREZ
(36) Marc II Marketing, Inc. v. Alfredo Joson, G.R. No.
171993, December 12, 2011 JAVIER

2.03. Defectively Formed Corporations: De Facto Corporation

and Corporation by Estoppel

(37) Pioneer Insurance & Surety Corp. v. Court of Appeals,

175 SCRA 668 (1989)
RECINTO
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(42) The Missionary Sisters of Our Lady of Fatima v.

Alzona, G.R. No. 224307, August 6, 2018 RELATO

2.04. Non-Use of Charter and Inoperation

3. BY-LAWS

A study of the nature of By-laws, its contents and the requirements for the
approval of By-Laws and the effect of non-submission or non-adoption. The
students will also learn the practical application of the rules through the
drafting of sample By-laws.

3.01. Articles of Inc. distinguished from By-laws

3.02. Binding Effect.

(43) PMI Colleges v. NLRC, G.R. No. 121466, August

15, 1997, 277 SCRA 462 SAN DIEGO
(44) Government of Philippine Islands v. El Hogar
Filipino, 50 Phil. 399 (1927) SUICO

3.03. Contents of By-Laws

a. Provisions that can be either in the Articles of Inc. or By-laws

(Secs. 24, 25, 89, 90, 92, 94, 98 & 108, Corp. Code)
b. Provisions that cannot be in the By-laws (Secs. 6, 7, 8, 11, 14,
15, 18, 36 (11), 37, 39 & 45, Corp. Code).

3.04. Effect of non-submission of By-laws

(45) Sawadjaan v. Court of Appeals, G.R. No. 141735,

June 8, 2005, 459 SCRA 516 VALLESTEROS

4. BOARD OF DIRECTORS/TRUSTEES/OFFICERS.

A study of the structures and the allocation and limitations of powers of

management. The students will learn the nature and functions of the Board
of Directors/Trustees, Corporate Officers and the Executive Committee and
their qualifications, powers, liabilities and duties. There will also be a
discussion on the term of office, election and removal of the Board members
and Corporate Officers. The students will also learn the fundamentals of
corporate governance, that is, its rationale, purpose and basic requirements.

4.01. Powers of the Board

(46) Robern Development Corp. v. People’s Landless

Association, G.R. No. 173622, March 11, 2013
ZAPANTA
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(49) Virata v. Wee, G.R. Nos. 220926, 221058, 221109,

221135 & 221218, March 21, 2018 ANGELES

4.02. Business Judgment Rule

(50) Gamboa v. Victoriano, G.R. No. L-40620, May 5,

1979, 90 SCRA 40 BAGIS
(51) Philippine Association of Stock Transfer and
Registry Agencies, Inc. v. Court of Appeals, G.R. No.
137321, October 15, 2007 BANAS-E
(52) Montelibano v. Bacolod-Murcia Milling, Co., G.R.
No. L-15092, May 18, 1962 BERNALDO
(53) Filipinas Port Services, Inc. v. Go, G.R. No. 161886,
March 16, 2007, 518 SCRA 453 BRAWNER

a. Business Judgment and the Minority Stockholders.

(54) Ching v. Subic Bay Golf and Country Club, Inc.,

G.R. No. 174353, September 10, 2014 BRINGAS

4.03. Qualifications, Disqualification & Election of Directors

a. Independent Directors

4.04. Term of Directors

a. Term Distinguished from Tenure

b. Hold-Over Directors

(55) Valle Verde Country Club v. Africa, G.R. No.

151969, September 4, 2009. BRIONES
(56) Barayuga v. Adventist University of the Phil., 655
SCRA 640 (2011) CARLOS

4.05. Removal and Replacement of Directors or Trustees

(57) Tan v. Sycip, G.R. No. 153468, August 17, 2006,

499 SCRA 216 DE GUZMAN

4.06. Duties of Directors: Obedience, Diligence and Loyalty

e. Corporate Governance (SEC Memorandum Circular No. 6,

Series of 2009).

(58) Sanchez v. Republic, 603 SCRA 229 (2011)

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February 5, 2014 GALANG

(62) Wesleyan University-Philippines, v. Maglaya, Sr.,
G.R. No. 212774, January 23, 2017 GUTIERREZ

4.07.01. Authority of Officers.

a. Implied Authority.

(63) The Board of Liquidators v. Heirs of Maximo M.

Kalaw, G.R. No. L-18805, August 14, 1967 JAVIER

b. Agency by Estoppel and Doctrine of Apparent

Authority (Art. 1873, New Civil Code).

(64) Advance Paper Corp. v. Arma Traders Corp., G.R.

No. 176879, December 11, 2013. RECINTO
(65) Georg, et. al. v. Holy Trinity College, Inc., G.R. No.
190408, July 20, 2016. RELATO

4.08. Liabilities of Directors, Trustees and Officers

(66) Magaling, et. al. v. Ong, G.R. No. 173333, August

13, 2008 SAN DIEGO
(67) Heirs of Fe Tan Uy v. International Exhange Bank,
G.R. Nos. 166282 & 166283, February 13, 2013.
SUICO
(68) Domingo v. Domingo, G.R. No. L-30573, October
29, 1971 VALLESTEROS

4.09. Compensation of directors

4.10. Executive Committee

5. POWERS OF CORPORATIONS.

A study of the limits of the powers of corporation and the effects of exceeding
the limits of such powers. The students will learn about the Theory of
Special or Limited Capacity, the different kinds of powers of the corporation
and the requirements and the limitations for the exercise of such powers.

5.01 . Theory of General Capacity and Theory Special or

Limited Capacities.

5.02. Kinds of Corporate Powers.

5.03. General Powers

(69) Lily Sy v. Hon. Sec. of Justice, G.R. No. 171579,

November 14, 2012
ZAPANTA
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October 23, 2013

(74) Lanuza, Jr. v. BF Corporation, G.R. No. 174938,
October 1, 2014 ANGELES

5.04. Specific Powers

a. Power to Extend Corporate Term

b. Power to Increase or Decrease Capital or Incur

Bonded Indebtedness
(75) Estate of Dr. Juvencio Ortanez v. Lee, G.R. No.
184251, March 9. 2016. BAGIS

c. Power to Deny Pre-emptive right

d. Power to Sell All or Substantially all of the assets

(76) Islamic Directorate of the Phils. V. CA, 274 SCRA

454 (1997) BANAS-E
(77) Caltex (Phils.), Inc. v. PNOC Shipping and
Transport Corp., G.R. No. 150711, August 10, 2006
BERNALDO
(78) Metropolitan Bank & Trust Co., v. Centro
Development Corp., G.R. No. 180974, June 13, 2012
BRAWNER
(79) SME Bank, Inc. vs. De Guzman, Nos. 184517 &
186641, Oct. 8, 2013 BRINGAS
(80) Y-I Leisure Philippines Inc. v. Yu, G.R. No. 207161,
September 8, 2015 BRIONES

e. Power to Acquire Own Shares

f. Power to Invest in another purpose

(81) Republic v. Sun Life, October 14, 2005.

g. Power to Declare Dividends

(1) SEC Memorandum Circular No. 11, Series of 2009

h. Power to enter into management contract (Sec. 44,

Corp. Code)

5.05 Ultra Vires Acts

(82) Zomer Development Corp. v. International

Exchange Bank, 581 SCRA 115 CARLOS
(83) University of Mindanao v. Bangko Sentral ng
Pilipinas, G.R. Nos. 194964-65, January 11, 2016 DE
GUZMAN
(84) Magallanes Watercraft Association, Inc. v. Auguis,
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791 SCRA 445 [2016]

GALANG
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includes practical application of the rule by preparing different related

corporate documents like the notice of meeting, minutes of meetings and
resolutions.

1.01. Meetings of Stockholders

a. Notice of Meetings.

(86) Ricafort v. Hon. Isaias Dicdican, G.R. No. 202647-

50, March 9, 2016. GUTIERREZ
(87) Guy v. Guy, 790 SCRA 288 [2016] JAVIER

b. Quorum.

(88) Villongco v. Yabut, G.R. Nos. 225022 & 225024,

February 5, 2018 RECINTO

c. Right to Vote of Stockholders.

(1) SEC Memorandum Circular No. 4, Series of 2004.

b. Right to Vote of pledgors, mortgagors, and

administrators
c. Right of Co-Owners
d. Voting Rights of Treasury Shares
e.Voting Agreements: Proxies and Voting
6.02. Meetings of Directors and Trustees
6.03. Minutes of Meetings

(89) Philippine National Bank v. Merelo B. Aznar, et.

al., G.R. No. 171805, May 30, 2011 SAN DIEGO

7. STOCKS AND STOCKHOLDERS.

A study of the rules and regulations concerning shares and shareholders

including: (1) the concept and importance of the Trust Fund Doctrine, (2) the
different aspects of shares including the nature of shares and share
certificates, the modes and requirements for acquisition and transfer of
shares, the nature and requirements of subscription contracts, the payment
of subscription price and the rules if the certificates are lost or destroyed and
(3) the cause and effect of delinquency. The students will learn the practical
application of the rules through the preparation of documents like the stock
certificate.

7.01. Sources of Corporate Funds: Equity vs. Credit.

7.02. Trust Fund Doctrine

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7.03. Nature of Shares and Share Certificates.

7.04. Subscription Contracts

(95) Ong Yong v. Tiu, G.R. No. 144476, April 8, 2003;

SUICO

7.05. Consideration for Subscription of Shares

7.06. Certificate of Stocks and Transfer of Shares

(96) Puno v. Puno Enterprises, Inc., G.R. No. 177066,
Sept. 11, 2009; VALLESTEROS
(97) Reyes v. RTC of Makati, G.R. No. 165744, August
11, 2008; ZAPANTA
(98) Ponce v. Alsons Cement Corp., G.R. No. 139802,
December 10, 2002; ANGELES
(99) Makati Sports Club, Inc. v. Cheng, G.R. No.
178523, June 16, 2010; BAGIS
(100) Fontana Resort and Country Club. Inc. v. Spouses
Tan, G.R. No. 154670, June 30, 2012 BANAS-E
(101) Forest Hills Golf & Country Club v. Vertex Sales
and Trading, Inc., G.R. No. 202205, March 6, 2013
BERNALDO
(102) Teng v. Securities and Exchange Commission, G.R.
No. 184332, February 17, 2016. BRAWNER
(103) Interport Resources Corporation, v. Securities
Specialist, Inc., G.R. No. 154069, June 6, 2016.
BRINGAS
(104) Andaya v. Rural Bank of Cabadbaran, Inc.. G.R.
No. 188769, August 3, 2016. BRIONES
(105) Villongco v. Yabut, G.R. Nos. 225022 & 225024,
February 5, 2018 CARLOS

7.07. Water Stocks

7.08. Unpaid Subscription and Delinquency Sale

7.09. Lost or Destroyed Shares

8. RIGHTS OF SHAREHOLDERS AND CORPORATE BOOKS AND

RECORDS

A study of the rights and obligations of stockholders (in addition to the rights
previously discussed) including different judicial and extrajudicial remedies
of shareholders including the right to inspect. In connection with the right to
inspect, the discussion covers the different books and records that are required
to be maintained by the corporation under the Corporation Code.

8.01. Derivative Actions and other Actions of Stockholders.

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2016
(110) Bangko Sentral ng Pilipinas v. Campa, Jr., 787
SCRA 476 (2016) DE GUZMAN
(111) Forest Hills Golf and Country Club, Inv. v. Fil-
estate Properties, 797 SCRA 655 [2016] GALANG
(112) Agdao Landless Residents Association, Inc. v.
Maramion, G.R. Nos. 188642 & 189425, October 17,
2016 GUTIERREZ

8.02. Rights to Inspect Books and Records

8.03.
(113) Ang-Abaya v. Ang, G.R. No. 178511, December 4,
2008; JAVIER
(114) Dee Ping Wee v. Lee Hiong Wee, 629 SCRA 145
(2010) RECINTO
(115) Sy Tiong Shion v. Sy Chim, 582 SCRA 517 (2009)
RELATO
(116) Puno v. Puno Enterprises, 599 SCRA 585 (2009)
SAN DIEGO
(117) Loreli Lim Po v. DOJ, G.R. No. 195198, February
11, 2013 SUICO
(118) Yuico v. Quiambao, G.R. No. 180416, June 2, 2014
VALLESTEROS
(119) Chua v. People of the Philippines, G.R. No. 216146,
August 24, 2016 ZAPANTA
(120) Philippine Associated Smelting and Refining Corp.
v. Lim, 804 SCRA 600 [2016] ANGELES
(121) Roque v. People of the Philippines, G.R. No.
211108, June 7, 2017. BAGIS

8.04. Right to Financial Statements.

8.04. Appraisal Right

(122) Turner v. Lorenzo Shipping Corp., G.R. No. 157479,

November 24, 2010, 636 SCRA 13 BANAS-E

8.05. Registration in Stock and Transfer Book.

(123) Ferro Chemicals v. Garcia, G.R. Nos. 168134 &

168183, October 5, 2016 BERNALDO

9. MERGER AND CONSOLIDATION.

A study of the rules and regulations concerning merger and consolidation –

the procedure for merger or consolidation; the distinction with other
acquisitions; effects of merger or consolidation; and the effect of the
Philippine Competition Act.
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(126) Bank of Phillippine Islands v. Lee, G.R. No.

190144, August 1, 2012 BRAWNER
(127) Bank of Commerce v. Radio Philippines Network,
Inc., G.R. No. 195615, April 21, 2014. BRINGAS
(128) The Philippine Geothermal, Inc. Employees Union
v. Unocal Philippines, Inc., G.R. No. 190187, September
28, 2016 BRIONES
(129) Sumifro (Philippines) Corporation v. Baya, G.R. No.
188269, April 17, 2017 CARLOS

10. NON-STOCK CORPORATIONS.

A study of the rules and regulations concerning the different types of

corporations such as non-stock corporations.

(130) Dennis R. Manzanal v. Ramon K. Ilusorio, G.R. No.

189311, December 6, 2010 DE GUZMAN
(131) Valley Golf & Country Club, Inc. v. Caram, G.R.
No. 158805, April 16, 2009 GALANG
(132) Calatagan Golf & Country Club, Inc. v. Sixto
Clemente, Jr., G.R. No. 165443, April 16, 2009
GUTIERREZ
(133) Tan v. Sycip, G.R. No. 153468, August 17, 2006,
499 SCRA 216 JAVIER
(134) Cebu Country Club, Inc. v. Elizagaque, G.R. No.
160273, January 18, 2008. RECINTO
(135) Primo Co, Sr., et. al., v. Philippine Canine Club,
Inc., G.R. No. 190112, April 22, 2015 RELATO
(136) Agdao Landless Residents Association, Inc. v.
Maramion, G.R. Nos. 188642 & 189425, October 17,
2016 SAN DIEGO

11. CLOSE CORPORATIONS.

A study of the rules and regulations concerning the different types of

corporations such as close corporations.

(137) Bustos v. Millian Shoe, Inc., G.R. No. 185024,

April 4, 2017 SUICO
(138) Florete Sr. v. Florete, Jr., G.R. No. 223321, April 2,
2018 VALLESTEROS
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12. SPECIAL CORPORATIONS

12.01. EDUCATIONAL CORPORATIONS

 19

Inc. v. Lazaro, 642 SCRA 224 (2010)

(141) United Church of Christ in the Philippines, Inc. v.
Bradford United Church of Christ, Inc., G.R. No.
171905, June 20, 2012 ANGELES

12.03. RELIGIOUS SOCIETIES

13. DISSOLUTION AND LIQUIDATION. (Secs. 117 to 122, Corp. Code).

A study of the different modes of termination of the life of corporations and

the liquidation and distribution of their assets. This includes the
fundamental rules on corporate rehabilitation.

(142) Alabang Development Corp. v. Alabang Hills

Village Association, Inc., G.R. No. 187456, June 2, 2014
BAGIS
(143) Viguilla, et. al. v. Philippine College of
Criminology, Inc., G.R. No. 200094, June 10, 2013
BANAS-E
(144) Reyes v. Bancom Development Corp., G.R. No.
190286, January 11, 2018. BERNALDO

14. FOREIGN CORPORATIONS

A study of the concept of foreign corporations and the statutory rules on the
recognition of foreign corporation in the Philippines. The students will learn
about the concept of doing business in the Philippines and the need and the
requirements for the issuance of a license to do business. The students will
learn the practical application of the rules through preparation of documents
such as applications to be filed with the Securities and Exchange
Commission.

(145) Tuna Processing, Inc. v. Philippine Kingford, Inc.,

G.R. No. 185582, February 29, 2012 BRAWNER
(146) Philippine Deposit Insurance Corp. v. Citibank,
N.A., G.R. No. 170290, April 11, 2012 BRINGAS
(147) Steelcase, Inc. v. Design International Selections,
Inc., G.R. No. 171995, April 18, 2012 BRIONES
(148) Cargill, Inc. v. Intra Strata Assurance Corp., 615
SCRA 304 (2010) CARLOS
(149) Global Business Holdings, Inc. v. Surecomp
Software B.V., 633 SCRA 94 (2010) DE GUZMAN
(150) B. Van Zuiden Bros., Ltd. v. CTVL Manufacturing
Industries, Inc., G.R. No. 147905, May 28, 2007, 523
SCRA 233 GALANG
 20

(151) Agilent Technologies Singapore (PTE) Ltd. v.

Integrated Silicon Technology Philippines Corp., G.R.
GUTIERREZ
 21

(154) James Ient v. Tullett (Prebon) Philippines, Inc.,

G.R. No. 189158, January 11, 2017 JAVIER

16. SECURITIES AND EXCHANGE COMMISSION.

(155) Securities and Exchange Commission v. Hon. Court

of Appeals, G.R. No. 182770 and 189014, September 17,
2014 RECINTO

III. SECURITIES REGULATIONS CODE

Reference: Aquino, Philippine Corporate Law Compendium, 2018 Ed.,
pages, 767 to 806 & the Amended Implementing Rules and Regulations to
the SRC (2015 IRR-SRC).

An overview of basic concepts and rules on securities and securities

regulations.

1. NATURE AND PURPOSE OF SECURITIES REGULATION.

2. KINDS OF SECURITIES. (SEC. 3.1, SRC)

(156) Power Homes Unlimited Corp. v. SEC, G.R. No.

164182, February 26, 2008 RELATO
(157) Securities and Exchange Commission v.
Prosperity.Com, Inc., G.R. No. 164197, January 25, 2012
SAN DIEGO
(158) Securities and Exchange Commission v. Santos,
G.R. No. 195542, March 19, 2014 SUICO

3. REGISTRATION OF SECURITIES. (SEC. 8, SRC)

3.1. Exempt Securities (Sec. 9, SRC)

3.2. Exempt Transactions (Sec. 10, SRC)
3.3. Revocation of Registration

4. PERSONS INVOLVED IN ISSUANCE OF DISTRIBUTION AND

SECURITIES MARKET.

5. INSIDER TRADING, SHORT SWING TRANSACTIONS AND

MANIPULATION OF SECURITY PRICES AND OTHER
FRAUDULENT ACTS.

(159) Abacus Securities Corp. v. Ampil, G.R. No. 160016,

February 17, 2006 VALLESTEROS
(160) SEC v. Interport Resources Corp., G.R. No. 135808,
October 6, 2008 ZAPANTA
 22

(161) La Bugal-B’Laan Tribal Association, Inc. v. Ramos,

ANGELES
 23

(163) Abacus Securities Corp. v. Ampil, G.R. No. 160016,

February 17, 2006 BAGIS