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SECURITIES REGULATION CODE

1. What are capital markets?

2. How about non-capital markets?

3. Who is an insider?

4. What is an Exchange?

5. What are Pre-need plans?

6. Registration statement?

7. What is the policy of the state in enacting the SRC?

8. What securities are required to be registered?

9. What is the Register of Securities?

10. What securities are exempt from registration and why are they exempt?

11. What are the exempt transactions and why are the securities sold in any of them not required to be
registered?

12. What is the initial procedure for the registration of securities?

13. Who are required to sign the registration statement?

14. What action may the SEC take in respect of a registration statement?

15. What are the grounds for rejecting a registration statement?

16. What is a tender offer?

17. Under what circumstances is a tender offer mandatory?

18. When would a person be presumed to be making a voluntary tender offer?

19. What is a proxy and why is its solicitation regulated?

20. When could the profits made by a stockholder, director or officer in a purchase and sale, or a sale
and purchase, of any equity security be recovered?

21. What are the various ways by which the security prices may be manipulated?

22. What is an insider prohibited from doing and what is his duty when trading?

23. Could an insider be liable even if he does not trade?


24. Is there a presumption of insider trading?

25. What is material nonpublic information?

26. Who are the market professionals and entities required to register with the SEC?

27. Who is an independent director?

28. Who are required to have independent directors?

29. What transactions of brokers and dealers are prohibited?

30. What is the suitability rule?

31. Can the SEC suspend trading in a security or all trading on any securities exchange?

32. What is margin trading and why is it regulated?

33. What administrative sanctions may the SEC impose?

34. What is settlement offer?

35. Who may be sued on account of a false registration statement?

36. What is the prescriptive period for the enforcement of actions under Sections 56 ( re: civil liabilities
arising in connection with prospectus, communications and reports?

37. What are the damages that may be awarded in suits to recover damages under Sections 56-60?

38. May compliance with any provision of the SRC be waived and would such waiver be valid?

39. How does the Philippines define foreign corporations?

40. What is the general policy of the government for foreign investments?

41. Can a foreign company invest in the Philippines?

42. What is the percentage of foreign equity allowed under the FIA?

43. What are those businesses with foreign investment restrictions?

44. What is the coverage of Negative List A?

45. What is the coverage of Negative List B?

46. What requirements must be complied with before a foreign corporation


can do business in the Philippines?

47. Is there a need for the foreign corporation to appoint its local agent in
the Philippines?
48. What is the effect of failure to appoint or maintain a local agent?

49. Is there any Reciprocity Compliance?


50. Is there a need to deposit Securities?
51. What is the effect of being issued a License to Do Business in the
Philippines?
52. What are the consequences of not obtaining a license to do business?
52. Are there any tax incentives for foreign corporations investing in the
Philippines?
53. Can foreign corporations acquire or own land in the Philippines?
54. What will happen if foreign ownership exceeds forty percent (40%)?
55. What are the other exceptions to the ownership of land by foreign
investors and corporations?
56. Can foreign corporations own real properties in the Philippines other
than land?
57. Are foreigners and foreign corporations allowed to lease lands in the
Philippines?
58. Are arbitration clauses accepted in the Philippines?
59. Can foreign corporations participate in bidding for projects by the
Philippine Government?