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Securities Regulation Code General Principles (2015)

The document discusses several cases related to securities law in the Philippines: 1) Able Corporation sold unregistered securities to 21 non-qualified buyers over 15 months, which likely violated securities laws requiring registration. 2) Securities issued by the Philippine government are exempt from registration requirements. 3) The Securities Regulation Code is called a "truth in securities law" because it aims to promote transparency around securities. 4) A film production company was granted an option to acquire stock in a Philippine company for distribution rights, and this option must be registered under the Securities Regulation Code.

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jon jon
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19 views2 pages

Securities Regulation Code General Principles (2015)

The document discusses several cases related to securities law in the Philippines: 1) Able Corporation sold unregistered securities to 21 non-qualified buyers over 15 months, which likely violated securities laws requiring registration. 2) Securities issued by the Philippine government are exempt from registration requirements. 3) The Securities Regulation Code is called a "truth in securities law" because it aims to promote transparency around securities. 4) A film production company was granted an option to acquire stock in a Philippine company for distribution rights, and this option must be registered under the Securities Regulation Code.

Uploaded by

jon jon
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
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COMMERCE ACT (2019)

Ms. J offered to sell her car to Ms. K, an interested buyer. Consequently, Ms. J emailed Ms. K
a copy of the proposed Deed of Sale covering the same. After agreeing to its terms, Ms. K
printed and then signed the emailed copy of the Deed of Sale. She then faxed it to Ms. J who
signed the faxed copy.

Is the copy of the Deed of Sale faxed by Ms. K to Ms. J considered an electronic
document under the Electronic Commerce Act? Explain. (2%)

SECURITIES REGULATION
CODE

SECURITIES REGULATION CODE; GENERAL PRINCIPLES (2015)


Able Corporation sold securities to 21 non-qualified buyers during a 15-month period, without
registering the securities with the Securities and Exchange Commission.

Did Able Corporation violate the Securities Regulation Code? Explain. (2%)

SECURITIES REGULATION CODE; GENERAL PRINCIPLES (2015)


Securities issued by the Philippine government are "exempt securities" and, therefore, need
not be registered with the Securities and Exchange Commission prior to their sale or offering
to the public in the Philippines.

What is the rationale behind this exemption? (2%)

SECURITIES REGULATION CODE; GENERAL PRINCIPLES (2015)


Why is the Securities Regulation Code called a "truth in securities law"? (2%)

SECURITIES REGULATION CODE:


REGISTRATION (2018)
Yelp Pictures Inc. (Yelp Pictures), a movie production company based in California, USA,
entered into a contract with Yehey Movies Inc., a Filipino movie production and distribution
company which is registered in the Philippines under the Securities Regulation Code (SRC)
and listed in the Philippine Stock Exchange Inc. (PSE), for the exclusive distribution in the
Philippines of movies produced in the USA by Yelp Pictures. Yehey Movies is currently
owned 85% by Yavic Yamson, and the balance, by the public in the Philippines. For purposes
of entering into the contract, suing for breach of such contract, and prosecuting
unauthorized showing of movies produced by Yelp Pictures, it appointed Atty. Yson, a local
lawyer, as its attorney-in-fact.
Simultaneously with the execution of the film distribution agreement, Yehey Movies also
granted Yelp Pictures an option to acquire up to 40% of the total outstanding capital stock in
Yehey Movies post-exercise of the option, at the option price of PhP .01 per number of
shares covered by the option, exercisable within a period of one (1) year from the date of
the grant, at the exercise price of PhP 100 per share. Once exercised, Yelp Pictures was
granted the right to nominate two (2) directors to the Board of Yehey Movies, and Yavic
Yamson agreed to vote all his shares for the election of directors to be nominated by Yelp
Pictures.

Must the option granted to Yelp Pictures be registered under the SRC? (2.5%)

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