I.

LETTERS OF CREDIT AND TRUST RECEIPTS

A. Basic concepts
1. Doctrine of independence
2. Fraud exception principle
3. Doctrine of strict compliance
4. Warehouseman’s lien
B. Rights and obligations of parties
1. Entruster/entrustee
2. Applicant/banks/beneficiary
C. Remedies available

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II. NEGOTIABLE INSTRUMENTS LAW (Act No. 2031)
A. Requisites of negotiability
B. Forgery and material alteration
C. Negotiation
D. Rights of the holder
1. Holder in due course
2. Defenses against the holder
E. Checks

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III. INSURANCE (PD 612, as amended by RA 10607)
A. Basic concepts
1. What may be insured
2. Insurable interest
3. Double insurance and overinsurance
4. Reinsurance
5. No fault, suicide, and incontestability clauses
B. Perfection of the insurance contract
C. Rights and obligations of parties
1. Insurer
2. Insured
3. Beneficiary
D. Rescission of insurance contracts
1. Concealment
2. Misrepresentation or omissions
3. Breach of warranties
E. Loss

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IV. TRANSPORTATION
A. Common carriers
1. Concept
2. Common carrier vs. private carrier
3. Diligence required
B. Obligations and liabilities
1. Vigilance over goods
2. Safety of passengers
C. Defenses available to a common carrier
1. Proof of negligence
2. Due diligence in the selection and supervision of employees
3. Fortuitous event
4. Contributory negligence
5. Doctrine of last clear chance
D. Extent of liability
1. Recoverable damages
2. Stipulations limiting liability
3. Limitations under the Warsaw Convention

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V. CORPORATION LAW (Provisions of BP 68, not affected by RA 11232)
A. General principles
1. Nationality of corporations
a. Place of incorporation test
b. Control test
c. Grandfather rule
2. Doctrine of separate juridical personality
3. Doctrine of piercing the corporate veil
B. Stock vs. non-stock corporations
C. De facto corporations and corporations by estoppel
D. Board of Directors and Trustees
1. Basic principles
a. Doctrine of centralized management
b. Business judgment rule
2. Duties, liabilities, and responsibility for unlawful acts
E. Powers of corporations
1. How powers are exercised
2. Ultra vires doctrine
3. Trust fund doctrine
F. Stockholders and Members
1. Doctrine of equality of shares
2. Proprietary rights
a. Right to dividends
b. Right to inspect
c. Pre-emptive right
d. Right of first refusal
3. Intra-corporate disputes
a. Concept
b. Individual vs. representative vs. derivative suits
G. Foreign Corporations
1. What constitutes “doing business”
2. Personality to sue and suability
H. Mergers and Consolidations
1. Concept
2. Effects and limitations

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VI. SECURITIES REGULATION CODE (RA 8799)
A. Registration requirement; exemptions
B. Prohibitions on fraud, manipulation, and insider trading
C. Protection of investors
1. Tender offer rule
2. Rules on proxy solicitation
3. Disclosure rule

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VII. BANKING
A. The New Central Bank Act (RA 7653, as amended by RA 11211) 1. Handling of banks in distress
a. Conservatorship
b. Closure
c. Receivership
d. Liquidation
B. Secrecy of bank deposits (RA 1405, as amended, and RA 6426, as amended)
1. Prohibited acts
2. Exceptions from coverage
3. Garnishment of deposits, including foreign deposits
C. General Banking Law of 2000 (RA 8791)
1. Nature of bank funds and bank deposits
2. Diligence required of banks
3. Prohibited transactions by bank directors and officers
D. Philippine Deposit Insurance Corporation Act (RA 3591, as amended)
1. Maximum deposit insurance coverage
2. Meaning of insured deposit
3. Splitting of deposits

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VIII. INTELLECTUAL PROPERTY CODE (RA 8293)
A. Patents
1. Patentable vs. Non-patentable inventions
a. Patentable inventions
i. Product patent vs. Process patent
ii. Improvement
iii. Criteria for Patentability
1. Novelty
a) Prior Art
b) Public Disclosure
c) Doctrine of Non-Prejudicial Disclosure
d) Doctrine of Prejudicial Disclosure
2. Inventive Step
a) Test of Non-Obviousness
b) Person skilled in the art
3. Industrial Applicability
b. Utility Model
i. Requisites for an invention to be considered as a utility model
ii. Term of a utility model
iii. Invention vs Utility Model vs Industrial Design
iv. Other forms of Patentable Inventions
c. Non-Patentable inventions
i. Patentability of Computer Programs
2. Ownership of a patent
a. Right to a Patent
i. Persons entitled to a patent
b. First-to-file Rule
c. Inventions created pursuant to a commission
i. Pursuant to a commission
ii. Pursuant to employment
d. Right of priority
i. Priority date
ii. Conditions in availing of priority date
iii. Three (3) main areas of activity in the grant of invention patent
iv. Steps in the registration of a patent
v. Manner of making disclosure
vi. Claim
vii. Abstract
viii. Unity of invention
ix. Divisional applications
x. First publication
xi. Effectivity of a patent
3. Grounds for cancellation of a patent
a. Grounds for cancellation of a utility model

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 b. Grounds for cancellation of an industrial design
c. Grounds for cancellation of layout-design of integrated circuits
4. Remedy of the true and actual inventor
a. Remedies of persons with a right to a patent
b. Remedies of the true and actual inventor
c. Time to file action in court
5. Rights conferred by a patent
a. In case of Product
b. In case of Process
c. Right to assign/transfer/conclude
6. Limitations on patent rights
a. Prior User
b. Use by Government
i. Reverse reciprocity of foreign law
ii. Doctrine of exhaustion
7. Patent infringement
a. Civil infringement
b. Exemptions
c. Contributory infringement
d. Criminal infringement
e. Tests in Patent Infringement
i. Literal infringement
ii. Doctrine of equivalents
iii. Meaning of “equivalent device”
iv. Doctrine of file wrapper estoppel
v. Remedies of the owner of the patent against infringers
1. Civil action for infringement
2. Criminal action for infringement
3. Administrative remedy
4. Destruction of infringing material
vi. Persons who can file an action for infringement
b. Defenses in action for infringement
B. Trademarks
1. Marks vs. collective marks vs. trade names
a. Mark
i. Purpose of trademark
ii. Marks which may be registered
iii. Requirements for a mark to be registered
iv. Obligations under the Paris convention
b. Collective Mark
i. Contents of an application for registration of a collective mark
ii. Grounds for the cancellation of collective marks
iii. Criminal penalties under the IP Code for unfair competition,
infringement, false designation of origin and false representations

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 iv. Transliteration vs Translation of mark
c. Trade Name or Business Name
i. Limitations on use of trade name or business name
ii. Trademark vs Trade name
2. Acquisition of ownership
a. Acquisition of Ownership of Mark
i. Rights over a trademark conferred
ii. Prior use of mark as a requirement
iii. Rights conferred to the owner of a registered mark
iv. Duration or effectivity of trademark registration
v. Filing date of a foreign applicant
b. Acquisition of Ownership of Trade Name
i. Acquisition of trade names

NOTE: Concept of actual use and Effect of registration

3. Non-registrable marks
a. Persons who may file an opposition to application for trademark
registration
b. Instances when non-use of a mark is excused
4. Well-known marks
a. Internationally well-known mark
b. Rules regarding internationally well-known marks
c. Factors to be considered in determining well-known marks
d. Division of application
e. Priority right (infra)
5. Priority right
6. Rights conferred by registration
a. Certificate of registration prima facie evidence of validity
b. Issuance and publication of certificate
c. Duration of a certificate of trademark registration
d. Effect of failure to file Declaration of Actual Use
e. Renewal of Registration
f. Rights of a registered mark owner
g. Cancellation of trademark registration (infra)
7. Cancellation of registration
8. Trademark infringement
9. Unfair competition
C. Copyrights
1. Copyrightable works
2. Non-copyrightable works
3. Rights conferred by copyright
4. Ownership of a copyright
5. Limitations on copyright

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6. Doctrine of fair use
7. Copyright infringement

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IX. ANTI-MONEY LAUNDERING ACT (RA 9160, as amended)
A. Covered institutions and their obligations
B. Covered and suspicious transactions
C. Safe harbor provision
D. When is money laundering committed (including predicate crimes)
E. Authority to inquire into bank deposits
F. Freezing and forfeiture

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X. ELECTRONIC COMMERCE ACT (RA 8792)
A. Legal recognition of electronic data messages, documents, and signatures
B. Presumption relating to electronic signatures
C. Admissibility and evidential weight of electronic data message or electronic
document
D. Obligation of confidentiality

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XI. DATA PRIVACY ACT (RA 10173)
A. Personal vs. sensitive personal information
B. Scope
C. Processing of personal information
D. Rights of data subject

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XII. FINANCIAL REHABILITATION, INSOLVENCY, LIQUIDATION and SUSPENSION OF PAYMENTS
(RA 10142, FR Rules [A.M. No. 12-12-11-SC], and FLSP Rules [A.M. No.15-04-06-SC])
A. Basic concepts
1. Rehabilitation
2. Insolvent
3. Liquidation
4. Suspension of payments
B. Modes of Rehabilitation
1. Court-supervised rehabilitation
a. Voluntary vs. involuntary
b. Commencement order (including stay order)
c. Rehabilitation receiver and management committee
d. Determination of claims
e. Rehabilitation plan
i. Concept of feasibility
ii. Material financial commitments
iii. Liquidation analysis
f. Creditor approval and confirmation
g. Failure of rehabilitation
2. Pre-negotiated rehabilitation
a. How initiated
b. Period and effect of approval
3. Out-of-Court or Informal Restructuring Agreement or Rehabilitation Plan
a. Minimum requirements
b. Standstill period
c. Cram down effect
C. Liquidation
1. Voluntary liquidation vs. involuntary liquidation vs. conversion
2. Procedure
a. Liquidation order; effects
3. Determination of claims
D. Suspension of Payments; Suspension of Payment Order
E. Remedies
1. Motion for reconsideration
2. Petition for certiorari

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