DEFINITION OF FORUM SHOPPING

BERNARDO S. ZAMORA,
vs.
EMMANUEL Z. QUINAN, JR., EMMANUEL J. QUINAN, SR., EFREM Z. QUINAN and EMMA
ROSE Q. QUIMBO (November 29, 2017, G.R. No. 216139)

Top Rate Construction & General Services, Inc. v. Paxton Development Corporation explained that:

Forum shopping is committed by a party who institutes two or more suits in different courts, either
simultaneously or successively, in order to ask the courts to rule on the same or related causes or to
grant the same or substantially the same reliefs, on the supposition that one or the other court
would make a favorable disposition or increase a party's chances of obtaining a favorable decision
or action.

First Philippine International Bank v. Court of Appeals recounted that forum shopping originated as a
concept in private international law:

To begin with, forum-shopping originated as a concept in private international law, where non-
resident litigants are given the option to choose the forum or place wherein to bring their suit for
various reasons or excuses, including to secure procedural advantages, to annoy and harass the
defendant, to avoid overcrowded dockets, or to select a more friendly venue. To combat these less
than honorable excuses, the principle of forum non conveniens was developed whereby a court, in
conflicts of law cases, may refuse impositions on its jurisdiction where it is not the most
"convenient" or available forum and the parties are not precluded from seeking remedies elsewhere.

In this light, Black's Law Dictionary says that forum-shopping "occurs when a party attempts to have
his action tried in a particular court or jurisdiction where he feels he will receive the most favorable
judgment or verdict." Hence, according to Words and Phrases, "a litigant is open to the charge of
'forum shopping' whenever he chooses a forum with slight connection to factual circumstances
surrounding his suit, and litigants should be encouraged to attempt to settle their differences
without imposing undue expense and vexatious situations on the courts."

COUNTRIES ALLOWING MORE THAN 40% OWNERSHIP

Saudi Arabia

Designated Foreign Strategic Investors (FSI’s) are not subject to foreign ownership limits however,
designated Qualified Foreign Investors (QFI’s) are subject to a 49% foreign ownership limit. As a
result, when assessing Saudi Arabian securities for headroom, the FSI holding will not be
considered as foreign ownership

Turkey Moroğlu Arseven

In general, direct foreign investment is unrestricted so that foreign investors and their investments
are treated the same as their local counterparts (Article 3(a) of the Direct Foreign Investment Code).
However, some restrictions apply to foreign investments in order to prevent foreign capital
majorities in strategic sectors, including the following:

A foreign shareholding of media service providers cannot exceed 50% of the registered capital.
Further, foreign persons cannot be shareholders of more than two media service providers, nor can
they be granted privileged shares (Article 19(f) of the Establishment of Radio and Television and
Broadcasting Services Code).

Majority shareholders of civil commercial aviation operators with authority to carry passengers and
cargo on scheduled or unscheduled flights must be Turkish (Article 9 of the Regulation on
Commercial Air Transportation).

Restrictions apply if the nature of the transaction includes the transfer of real estate. Foreign real
persons or persons having foreign capital can acquire real estate or limited real rights (rights in rem)
subject to certain restrictions (Article 35 of the Land Registry Law).

Further requirements apply to purchasing real estate in military forbidden zones, military security
zones or strategic zones (the Land Registry Law).

Turkish legal entities with foreign shareholders of more than 50% or which are otherwise controlled
by foreign shareholders can acquire real estate or limited real rights (rights in rem).

Germany Skadden Arps Slate Meagher & Flom LLP

German law does not generally impose restrictions on foreign investments in German companies.
On the contrary, the attitude towards foreign investments is liberal. However, certain sectors (eg,
media, banking and insurance) are governed by industry-specific rules granting German authorities
the right to prohibit certain acquisitions. For example, the acquisition of a significant stake in a
German bank by a foreign investor may be prohibited if it will jeopardize the effective supervision
of the bank or if the acquirer is not regarded as trustworthy. The German authorities may also
prohibit acquisitions by foreign investors of German business enterprises or shares in companies
that produce defense industry products or encryption technology. In addition, acquisitions
jeopardizing the security or order of Germany may be prohibited.

UAE

The UAE Commercial Companies Law (the “CCL”) has been amended to permit 100% foreign
ownership of companies incorporated in the UAE under the CCL, commonly known as “onshore”
companies (“Onshore Companies”). The UAE Ministry of Economy announced that the foreign
ownership amendment would be effective on 1 June 2021.

The requirement that a minimum of 51% of the shares in an Onshore Company be held by one or
more UAE nationals, being natural or legal persons, has been removed from Article 10 of the CCL.
Foreign ownership restrictions are a key concern for foreign investors, including private equity and
venture capital funds, and cause additional complexity and barriers to investments in Onshore
Companies. Foreign investors may now own and control Onshore Companies without the need to
employ nominee or similar structures, thus avoiding cumbersome arrangements, additional costs
and legal uncertainty. Furthermore, single-shareholder entities, which previously had to be wholly-
owned by UAE national(s), are now eligible to be 100% owned by foreign investors.

Brazil

A licence is required to operate all telecommunication services. Criteria used to grant licences
include the applicant’s technical and financial capacity and, in certain cases, pricing policies and the
amount offered for the license. In cellular telephone (band B frequency), satellite and value-added
services, foreign interests are allowed to own all of a firm’s non-voting shares (up to two-thirds of
the total capital) and to control up to 49 % of the voting capital. In the latter case, restrictions on
foreign ownership remain for three years after the legislation comes into force in 1997.

Greece

Air transport: Ownership in Greek airline companies is limited to 49 % of the capital for non-EC
controlled enterprises. Cabotage is reserved to national airline companies.
Maritime transport and fishing: Non-EC ownership of Greek flag vessels including fishing vessels is
limited to 49 %. Cabotage is reserved to national flag vessels, including also voyages with legs in
foreign ports.

Israel

Domestic Fixed Line Operator: The control of a domestic licensed communications company must
be held by an Israeli individual or a corporation incorporated in Israel in which an Israeli individual
holds at least a 20 % interest.

Radio and Mobile Telephone Services: Satellite Broadcasting - At least 26 % of the control in a
licensee must be held by nationals who are residents of Israel.

International Communications Services: At least 26 % of the control in a licensee must be held by

nationals who are residents of Israel. A foreign operator may hold up to 49 % of the control of a
licensee.