ComRev Qs 1

alvin/tin/angela/kenny/fely
ComRev Questions and Answers
I. KENNY
[CORPO]
AIZ,OPC, seeks your legal advice on the following:
1) Applicability of appraisal right to the single stockholder of an OPC (2pts)
2) Applicability of the requirement on Independent Director to an OPC (2pts)
3) Applicability of the rule on self-dealing contracts (1pt)
1. ) Applicability of appraisal right to the single stockholder of an OPC (2pts)

Tbh di ko alam pano sabihin help hahah not applicable because it is contrary to the very
nature of a one person corporation. A one person corporation is a corporation with a
single stockholder. The single stockholder shall also be the sole director and
president of the one person corporation. Hence, there will be an absurd situation if
the single stockholder will be allowed to dissent from a decision he made.
2.) Applicability of the requirement on Independent Director to an OPC

The requirement on Independent director is not applicable to an OPC. Independent
directors shall be required in corporations vested with public interest such as banks
and quasi-banks, pre-need, trust and insurance companies, and other financial
intermediaries. The said enumeration may not incorporate as one person corporation
pursuant to Sec. 116 of the RCC because a one person corporation is a corporation
with a single stockholder. Therefore, the requirement does not apply to an OPC.
3.) Applicability of the rule on self-dealing contracts. Under the RCC, the provisions on
One Person Corporations shall primarily apply to OPC. Other provisions of this Code
apply suppletorily, except as otherwise provided in the RCC. It is further provided
under Section 129 (c) of the RCC that the corporation shall submit a disclosure of all
self-dealings and related party transactions entered into between the one person
corporation and the single stockholder pursuant to Section 129 (c) of the RCC.
.
II. - KENNY
[LIP]
Citystate Savings Bank Inc. (Citystate) applied for registration of its trademark “City CASH WITH
GOLDEN LION’S HEAD” with the IPO for its ATM’s within the bank premises. The citigroup
opposers as the trademark is allegedly confusingly similar to its own “CITI” marks. While the
Citigroup uses CITI marks for its credit card and other financial services, Citigroup insists on the
likelihood of confusion to consumers. Decide (5pts)
There is no likelihood of confusion to customers. The use of the “CITY CASH WITH GOLDEN LION’S
HEAD” mark will not result in the likelihood of confusion in the minds of customers. A visual
comparison of the marks reveals no likelihood of confusion. The most noticeable part of
respondent’s mark is the golden lion’s head device, and after noticing the image of the lion’s head,
the words “CITY” and “CASH” are equally prominent.
Applying the dominancy test, the Court sees that the prevalent feature of respondent’s mark, the
golden lion’s head device, is not present at all in any of petitioner’s marks. The only similar
feature between respondent’s mark and petitioner’s collection of marks is the word “CITY” in the
former, and the “CITI” prefix found in the latter. This similarity alone is not enough to create a
likelihood of confusion..
*Sa exam sa ateneo pinagamit yung test of fraudulent simulation to decide the case.
The test of fraudulent simulation is to be found in the likelihood of the deception of some
persons in some measure acquainted with an established design and desirous of purchasing
the commodity with which that design has been associated. The test is not found in the
deception, or the possibility of deception, of the person who knows nothing about the design
which has been counterfeited, and who must be indifferent between that and the other. The
simulation, in order to be objectionable, must be such as appears likely to mislead the
ordinary intelligent buyer who has a need to supply and is familiar with the article that he
seeks to purchase. The likelihood of confusion between two marks should be taken from the
viewpoint of the prospective buyer.
III. KENNY
[LIP]
Explain the rule against Parallel Application (2.5pts)
- There is a prohibition against filing of Parallel Applications. An applicant may not file two
applications for the same subject, one for utility model registration and the other for the
grant of patent whether simultaneously or consecutively.
What does the doctrine of equivalents means? (2.5 pts)

- The doctrine of equivalents provides that an infringement also takes place when a
device appropriates a prior invention by incorporating its innovative concept, and
although with some modification and change, performs substantially the same function in
substantially the same way to achieve substantially the same result.
IV. - ALVIN
[CORPO]
The following is the composition of the outstanding capital stock of MRA, Inc., a domestic
corporation whose business is subject to the 60-40 equity rule: (1) 100 common and voting
shares; (2) 100 Class A preferred voting shares; and (3) 100 Class B preferred non-voting
shares. 120 of common shares and Class A preferred shared, combined, are owned by Filipino
citizens while 90 Class B preferred shares are owned by foreigners. Decide whether MRA,INC.
is complaint with the 60-40 rule (5pts)
Kulang yung facts, 90 shares (300-210 shares) are unaccounted. So two assumptions:
1. Filipinos own the 90 shares, MRA, INC. is compliant with the 60-40 rule.
2. Foreigners own the 90 shares, MRA, INC. is not compliant with the 60-40 rule.
Assumption #1: Filipinos own the 90 unaccounted shares. MRA, INC. is compliant with the 60-40 rule
based on the computation below.
Common shares (voting) 100
Preferred shares
Class A (voting) 100
Class B (non-voting) 100
Number of voting shares 120

that the Filipinos should
own and control to comply
with SEC-MC No. 8 (100
common shares + 100 class
A x 60%)
Minimum number of 180

outstanding shares that the
Filipinos should own and
control to comply with
SEC-MC No. 8 (300 x 60%).
Kasama na dito yung 120.
Maximum number of shares 120

that the foreigners should
own to comply with SEC-MC
No. 8 (kahit preferred pa yan
or common shares or mixed,
basta nameet yung
requirements sa taas). 300
-180 lang to.
Therefore, MRA, INC is compliant with the 60-40 rule if the Filipinos own the unaccounted 90 shares.
This is because the Filipinos own 210 shares (120+90), which includes the 120 voting shares. Accordingly,
Filipinos own 70% (210/300) of the total outstanding shares and the foreigners own 30% (90/300) of the
total outstanding shares. Pasok sa 60-40.
Assumption #2: MRA, INC is not compliant with the 60-40 rule if the foreigners own the 90 unaccounted
shares kasi ibig sabihin 180 shares sa kanya. 180/300 ay 60% of the total outstanding shares. Di pasok sa
60-40.
ALT: DOHN
No. In the case of Roy III v. Herbosa, the Supreme Court ruled that in order to be compliant
with the 60-40 rule both the voting control test and the beneficial ownership test must be
applied to determine whether a corporation is a “Philippine National.” In other words, the full
and legal beneficial ownership of 60% of the outstanding capital stock whether or not
entitled to vote, coupled with 60% of the voting rights must rest in the hands of Filipino
Nationals. In this case, 60% of the voting rights is in the hands of Filipinos because they
own 120 or 60% of the 200 classes of outstanding capital stock entitled to vote. However,
the corporation is not compliant with the beneficial ownership test because the Filipinos do
not own 60% of the outstanding capital stock whether or not entitled to vote because in this
case 130 shares of all classes are owned by Filipinos while 170 shares of all classes are
owned by Foreigners.
V. INSURANCE - baka may gusto sumagot kahit concept related lang ahahha
The policy obtained by Celine provides that disabilities which existed before the commencement
of the insurance are excluded if they become manifest within one (1) year from its effectivity in
the ensuing legal action between Celine and the insurer, whereby Celine sued the insurer to
recover on the policy, Celine allegedly prevented presentment by the insurer of the doctor who
will testify on her medical condition due to the doctor-patient privilege rule. The insurer thus
argued that the testimony would be adverse as it was willfully suppressed by Celine, hence, her
claim must be denied. Decide whether the insurer is liable (5pts)
VI. - ANGELA
[FRIA]
In connection with BRYAN Corporation’s petition for corporate rehabilitation, BEA Bank a
creditor, contends that: (a) The sole issue in corporate rehabilitation is one of liquidity, hence
BRYAN should have sufficient assets to cover all its indebtedness and it only foresees the
impossibility of paying the indebtedness falling due. Rehabilitation is thus inappropriate because
BRYAN was insolvent due to its assets being inadequate to cover the outstanding obligations,
and (b) The commitment to add P10,000,000.00 working capital is not acceptable considering
that the insurance claim from which said working capital would be sourced had already been
written-off.
Are the contentions of BEA in order? Explain(4pts)
Answer: No, the contentions of BEA are bereft of merit. Liquidity is not the issue in a petition for
corporate rehabilitation as decided in the case of Philippine Bank Communications v. Basic
Polyprinters. The basic issues in a petition for corporate rehabilitation should be viability and
desirability of continuing the business operation of the petitioning corporation.
Moreover, pursuant to FRIA Act of 2010 (R.A. 10142), the term insolvent refers to “the financial
condition of a debtor that is generally unable to pay or his liabilities as they fall due in the
ordinary course of business or has liabilities that are greater that its or his assets.” That BRYAN
was disqualified from filing a petition for corporate rehabilitation for being insolvent cannot
stand. FRIA does not distinguish between entities whose liabilities are greater than their assets
or one that is generally unable to pay their debts as they fall due as corporations under either
case can file a petition for rehabilitation.
Commitment to add 10,000,000 working capital

In the same case, the Supreme Court held that a material financial commitment is significant
in gauging the resolve, determination and good faith of the distressed corporation in financing
the proposed rehabilitation plan. A claim that has been written-off, like the P10,000,000
insurance claim in the case at bar, is considered a bad debt or worthless asset, and cannot be
deemed a material financial commitment for purposes of rehabilitation.
VII. - ANGELA
[PPSA]
CLG Corporation manufactures baking tools and equipment. It sells its products on credit to
attract more clients. Once the products are delivered to a clients, CLG records the amount due
as receivable. KRY is one of the customers of CLG who purchased baking tool set in the total
amount of P150,000.00 on January 3, 2020. KRY signed a security agreement on January 3,
2020 conveying security interest over the product he purchased in favor of CLG to secure the
full payment of the price. The Security Agreement was registered with the LRA.
CLG Corporation was then awarded a dealership contract for a bread business establishment
and in order to finance its obligations under the contract, CLG Corporation borrowed 1 million
pesos from R8N Bank with the following as collaterals: 1) receivables from its customers,
including that of KRY; and 2) CLG’s bank deposit of 2 million pesos at Robin Bank. Decide the
following:
1) Was the security agreement between CLG Corporation and KRY validly created and
perfected in accordance with the PPSA? Explain (2pts)
2) How will the security interest on the bank deposit of Callueng Corporation in favor of
Robin Bank be created? Explain(2pts)
3) If CLG has another debt with the same bank deposit as collateral, would the claim of
Robin Bank prevail? Why? (2pts)
1. Yes, the security agreement between CLG Corp. and KRU was perfected by the
registration of notice with the Registry pursuant to Personal Property Security Act. A
security interest shall be perfected when it has been created and the secured creditor
has taken one of the actions under Sec. 12. The registration of a notice (security
agreement) with the Registry is one of the modes of perfection under the PPSA.
2. A security interest in investment property and deposit account may be perfected by
registration or control under Sec. 12 of the PPSA. A security interest in a deposit account
or investment property may be perfected by control through:
(1) The creation of security interest in favor of the deposit-taking institution or the
intermediary;
(2) The conclusion of a control agreement; or
(3) For an investment property that is an electronic security not held with an
intermediary, the notation of the security interest in the books maintained by or on behalf
of the issuer for the purpose of recording the name of the holder of the securities.
3. It depends on the mode of perfection of the security agreement with R8N Bank and
Robin Bank. As a general rule, if there are several obligations secured by the same
collateral, the priority of security interests is generally determined by the time of
perfection. If both security agreements were perfected by means of control agreement,
the order of priority among competing security interests in a deposit account or
investment property shall be determined on the basis of the time of conclusion of
security agreements.
VIII. - KENNY
[PCA]
Provide the missing detail. (10pts)
1. Confidential business information - refers to information which concerns or relates to
the operations, productions, sales, shipments, purchases, transfers, identifications of
customers, inventories or amount or source of any income, profit, losses,
expenditures;(Sec.4(e),(PCA)
2. Dominant position - refers to a position of economic strength that an entity or entities
hold which makes it capable of controlling the relevant market independently from
any or a combination of the following competitors, customers, suppliers, or
consumers;(Sec.4(e),(PCA)
3. Market - refers to the group of goods or services that are sufficiently interchangeable
or substitutable and the object of competition and the geographic area where said
goods or services are offered;(Sec.4(e),(PCA)
4-7 The following agreements between or among competitors are per prohibited:
a) Restricting competition as to (4) price or components thereof or other terms of
trade;
b) Fixing price at an auction or in any form of bidding including (5) cover bidding (6)
bid suppression (7) bid rotation and market allocation and other analogous
practices of bid manipulation;(Sec.14(e),(PCA)
8-9 It shall be prohibited for one or more entities to abuse their (8) dominant position by
engaging in conduct that would substantially prevent, restrict, or lessen (9)
competition ;(Sec.15(e),(PCA)
10. There shall be a rebuttable presumption of market dominant position if the market share
of an entity in the relevant market is at least __fifty percent____ unless a new market share
threshold is determined by the Commission for that particular sector. ;(Sec.27(e),(PCA)
IX. - PINLAC
[CORPO]
NP, Inc. is a company engaged in pawnshop business. It was incorporated sometime in 2012, It
has 7 directors as specified in its Articles of Incorporation. Jung is one of the directors of NP. All
of the shares of Jung are preferred and non-voting. Jung was also elected by the board as
President in view of this known experience in pawnshop business. With the effectively of the
Revised Corporation Code, the Board of NP seeks your guidance on the changes it need to do
so as to be compliant with the RCC. Specifically, the Board seeks your advice on the following:
(1) Is NP required to have independent directors? How many independent directors?

(2pts)
YES. Under Sec. 22 of the Revised Corporation Code, it provides that:
“The board of the following corporations vested with public interest shall have
independent directors constituting at least twenty percent (20%) of such board:
b) Banks and quasi-banks, NSSLAs, pawnshops, corporations engaged in money

service business, pre-need, trust and insurance companies, and other financial
intermediaries; and”
Thus, 20% of 7 (no. of directors) is 1.4. Consequently, NP is required to have at least

two independent directors because if 1.4 will be construed as only 1, the threshold
requirement of at least 20% will not be satisfied.
(2) Is Jung qualified to be elected as President since all of his shares are non-voting?
Why? (2pts)
Yes, a director shall be elected for a term of one (1) year from among the holders of
stocks registered in the corporation’s books and according to Section 24 of the RCC
immediately after their election, the directors of a corporation must formally organize
and elect a president, who must be a director. The law does not distinguish whether
the shares held by a stockholder should be non-voting or voting in order to be
qualified as a director. Jung, being a stockholder, can be elected as director and
subsequently the president of the BOD.
(3) Can Jung participate in the election of the officers of NP, Inc.? (2pts)
Yes, Sec. 24 of the RCC provides that Immediately after their election, the directors of a
corporation must formally organize and elect a president, treasurer, a secretary and
such other officers as may be provided in the bylaws. Jung, being elected as director,
can participate in the election of the officers of NP, Inc.
(4) If Jung acquires the property of SP, Inc., a corporation where Jung holds 30%
equity interest, is this required to be approved by the Board and the
stockholders of NP,Inc.? Why? (2pts)
Di ako sure dito
If Jung acquired the property on behalf of the corporation:

It depends because in accordance with Sec. 32 of the RCC a contract between two (2)
or more corporations having interlocking directors and the interest of the interlocking
director in one (1) corporation is substantial and the interest in the other corporation
or corporations is merely nominal, the contract shall be subject to the provisions of

Sec. 31 insofar as the latter corporation or corporations are concerned.
Stockholdings exceeding twenty percent (20%) of the outstanding capital stock shall
be considered substantial for purposes of interlocking directors.
Sec. 31 lays out the requisites for the validity of the contract applicable between
corporations with interlocking directors which are:
(a) The presence of such director in the board meeting in which the contract was
approved was not necessary to constitute a quorum for such meeting;
(b) The vote of such director was not necessary for the approval of the contract;
(c) The contract is fair and reasonable under the circumstances;
(d) In case of corporations vested with public interest, material contracts are approved by
at least two-thirds (2/3) of the entire membership of the board, with at least a majority of
the independent directors voting to approve the material contract; and
(e) In case of an officer, the contract has been previously authorized by the board of
directors.
Where any of the first three (3) conditions set forth in the preceding paragraph is
absent, in the case of a contract with a director or trustee, such contract may be
ratified by the vote of the stockholders representing at least two-thirds (2/3) of the
outstanding capital stock. Provided, That full disclosure of the adverse interest of the
directors involved is made at such meeting and the contract is fair and reasonable
under the circumstances.
Pero if mag fall sya under investment under Sec. 41:

Yes, a private corporation may invest its funds in any other corporation, business, or for
any purpose other than the primary purpose for which it was organized, when
approved by a majority of the board of directors or trustees and ratified by the
stockholders representing at least two-thirds (2/3) of the outstanding capital stock
(5) Is it mandatory for NP,Inc. to appoint a compliance officer? Why? (2pts)

Yes, Sec. 24 of the RCC provides that if the corporation is vested with public interest, the
board shall also elect a compliance officer. NP,Inc. is engaged in the pawnshop
business making it a corporation vested with public interest in accordance with Sec.
22 of the RCC.
(6) Can NP, Inc. allow its stockholders to vote in absentia even if this is not
explicitly cited in the by-laws of the corporation? Explain. (2pts)
Yes, Sec. 23 of the RCC states that corporations vested with public interest,
notwithstanding the absence of a provision in the bylaws of such corporations, the
stockholders or members may still vote through remote communication or in
absentia.
(7) Can any of its stockholders, whether voting or non-voting, legally demand that
the election of directors be done by balloting? (2pts)
No, Sec. 23 expressly declares that the election of directors must be by ballot if requested by
any voting stockholder. Thus, it is required that only voting stockholders may legally demand
that the election be done through balloting.
X. - ANGELA
[DPA] You reported a power transformer blow up which caused power interruption in
your area using the hotline of MRC Electric Cooperative but the one who attended to you
is a call center agent of CMF, a different entity, who asked that you confirm certain
personal information before he can proceed with your request. You were surprised to
have learned that CFM has your personal details, including your service address,
birthday and contract details. Decide if you have a cause of action under the Data Privacy
against MRC. (5pts)
No, there is no cause of action against MRC. MRC in this case is the personal information
controller (PIC) who controls the collection, holding, processing or use of personal information
or instructs another person or organization to collect, hold, process, use, transfer or disclose
personal information on his or her behalf. The PIC may outsource the processing of personal
data pertaining to a data subject to any natural or juridical person who is to be called the
personal information processor (PIP). CMF is the personal information processor (PIP) of MRC.
XI. ALVIN
[Corpo] IIO, Inc. is a corporation incorporated under the laws of Hong Kong and is
engaged in the importation and exportation of several products, including lace products.
On various occasions, KLS, Inc., a Filipino corporation, purchased lace products from
Lola, Inc. The procedure for these purchases, as per instructions of KLS was that IIO
delivers the products purchased by KLS to a certain Hong Kong company, known as PPO
Ltd., and the products are then considered as sold, upon receipt by PPO of the goods
obligation to deliver the products to the Philippines and /or to follow whatever
instructions KLS had on the matter. As KLS failed to pay one of the purchase orders
made, IIO is now contempting to sue it here in the Philippines, Can IIO sue here even
without license to do business in the Philippines? Explain. (5pts)
Yes, IIO can sue here even without license.
A foreign corporation, as a rule, will not be regarded as a corporation doing business in the State simply
because it enters into contracts with residents of the State, where such contracts are consummated
outside the State (Columbia Pictures, Inc. vs. CA). Further, a corporation without any office or an agent in
the Philippines is not considered as doing business in the Philippines (Cargill, Inc. vs. Intra Strata
Assurance Corp.)
Further, a foreign corporation without a license to do business in the Philippines is not permitted to
maintain any action or suit in a court of the Philippines (RCC)
In this case, IIC, Inc. is not doing business in the Philippines because the various contract of sale of the
lace products were consummated outside of the Philippines when PPO Ltd. received the products in
Hongkong. It is important to note that PPO Ltd., the designated recipient of the products on behalf of IIC,
Inc., is located in Hongkong and not in the Philippines.
Having said that, IIO, Inc. can sue KLS in the Philippines to recover the price of the lace products sold
even without a license because it is not engaged in doing business in the Philippines.
XII. PINLAC
[PCA]
1) Explain the Compulsory Notification rule under the Philippines Competition
Act. What is the consequence of non-compliance? (3pts)
According to Sec. 17 of the PCA parties to the merger or acquisition agreement wherein
the value of the transaction exceeds One Billion Pesos (P1,000,000,000.00) are
prohibited from consummating their agreement until thirty (30) days after providing
notification to the Commission in the form and containing the information specified in
the regulations issued by the Commission.
An agreement consummated in violation of this requirement to notify the Commission

shall be considered void and subject the parties to an administrative fine of one
percent (1%) to five percent (5%) of the value of the transaction.
2) What are the exemptions from the review of Merger and Acquisition under the
Bayanihan 2 Act? (2pts)
Under Sec. 4 (eee) of the Bayanihan Act 2, it states that the Philippine Competition
Commission shall promote business continuity and capacity building, as such, all
mergers and acquisitions with transaction values below 50 billion pesos shall be
exempt from compulsory notification under Sec, 17 of the PCA if entered into
within a period of 2 years from the effectivity of the Bayanihan Act and further, shall
be exempt from the PCC’s power to review mergers and acquisitions motu proprio
provided in Sec. 12 of the PCA from a period of 1 year from the effectivity of the
Bayanihan Act 2.
XIII. ALVIN
[SRC] Explain whether the registration requirement of the Securities Regulation Code
applies to securities involved in the following transaction: (1) sale by the bank of its
shares in another bank; and (2) stock option extended as benefit to the employees of a
company. (5pts)
a. Sale by the bank of its shares in another bank – Registration requirement will not apply.
The registration requirement will not apply to securities or shares issued by a bank; provided that the
shares sold are not its own shares of stock (Sec. 9.1, SRC)
b. Stock option extended as benefit to the employees of a company
12.1.3.2. Options 12.1.3.2.1. No corporation shall grant or offer any Option to the public unless it is
registered in accordance with Sections 8 and 12 of the Code and Rules 8.1 and 12.1, except when the
security is exempt from registration under Sections 9 and 10 of the Code or under these Rules
xxx
12.1.3.2.4. In evaluating the registration of stock Options, the Commission shall be guided by the
following considerations:
xxx
12.1.3.2.4.2. Stock Options may be granted to employees or officials who are not members of
the board of directors, subject, however, to a review of the scheme by the board and approval by
the stockholders in order to widen the corporate base and distribute corporate profits more
equitably.
xxx
12.1.3.2.4.5. The exercise of Options must be done within the period set by the Issuer as disclosed
in its registration statement. (IRR – SRC)
XIV. PINLAC
[LIP] Andy Lim was issued patent rights on a medicated facial cream which he sells under
the trademark, Pi Ka Chun He sells the beauty product using an oval facial cream case.
When he discovered that Fanny Ngit has been advertising and selling facial cream in
containers identical to that which he uses, Andy Lim immediately filed a case for
infringement of trademark against Fanny Ngit, Andy Lim claimed that Fanny Ngit has
misled the public as to the source and origin of the product and that his sales and
income declined by reason thereof. Andy Lim argued that he is entitled to the exclusive
use of the trademark, Pi Ka Chun, and is container as he has patent on the product as
approved by the Patent Office, even without registering the trademark and container.
Decide. (5pts)
Andy Lim’s contention is without merit. Jurisprudence provides that trademark,

copyright and patents are different intellectual property rights that cannot be
interchanged with one another. Furthermore, the ownership of a trademark is acquired
by its registration and its actual use by the manufacturer. or distributor of the goods
made available to the purchasing public. Section 122 of R.A.. No. 8293 provides that
the rights in a mark shall be acquired by means of its valid registration with the IPO. A
certificate of registration of a mark, once issued, constitutes prima facie evidence of the
validity of the registration, of the registrant's ownership of the mark, and of the
registrant's exclusive right to use the same in connection with the goods or services and
those that are related thereto specified in the certificate. Thus, without registration of his
trademark, he cannot assert ownership to the same and exclusive right over the
trademark. The protection granted to its patent cannot extend to the protection of its
trademark as they are different intellectual property rights.
Multiple Choice – Select the correct item. No need to provide an explanation. (10pts)
Read the following statements:
(a) Each share shall be equal in all respects to every other share, except as
otherwise provided in the articles of incorporation and in the certificate of stock. T
(b) The classification of shares, their corresponding rights, privileges,
restrictions, and their stated par value, if any, must be indicated in the by-laws. F
(c) Common shares are always voting shares. (T to diba? Kasi only redeemable and
preferred shares may be deprived of voting rights? Pero baka pwedeng F kasi pag
delinquent di padin pwede mavote?)
(d) No-par value shares must be issued for a consideration of at least more than
Five pesos per share. F
Decide which of the following is the correct answer:

A. Only statement (b)(c) and (d) are wrong.
B. Only statement (a)(b) and (c) are right.
C. Only statement (a) and (b) are correct.
D. Only statement (b) and (d) are correct.
XV.II
(a) Founders’ shares may be given certain rights and privileges not enjoyed by
the owners of the stock. Where the exclusive right to vote and be voted for in the
election of directors is granted, it must be for a minimum period of five years from
the date of incorporation - F
(b) Redeemable shares are shares which may be purchased by the corporation
from the holders of such shares upon the expiration of a fixed period, regardless
of the existence of unrestricted retrained earnings in the books of the corporation.
T
(c) The entire consideration received by the corporation for its no-par value
shares shall be treated as capital and shall not be available for distribution as
dividends. T
(d) The board of directors, where authorized in the by-laws, may fix the terms and
conditions of preferred shares of stock or any series thereof. F

A. Only statement (a) and (d) are correct.
B. Only statement (a) and (d) are wrong.
C. Only statement (a) and (b) are wrong.
D. Only statement (b) and (d) are wrong.
XV.III
(a) If the Commission finds that the name is distinguishable from a name already
reserved or registered for the use of another corporation, not protected by law and
is not contrary to law, and regulation, the name shall be reserved in favor of the
corporation. (F, in favor of the “incorporators” sa codal. P.s. ang OA chs)
(b) A delinquent corporation shall have a period of five years to resume
operations and comply with all requirements that the Commission shall prescribe.
F - 2 years lang
(c) A majority vote of the board of directors or trustees and the vote or written
assent of the stockholders representing at least two-thirds of the outstanding
capital stock shall be required for the approval of any amendment to the Articles
of incorporation. T
(d) Anyone who assumes an obligation to an ostensible corporation as such
cannot resist performance thereof on the ground that there was in fact no
corporation. T
(A) Statements (a) (b) and (c) are all wrong.
(B) Statements (b) (c) and (d) are wrong.
(C) Statements (a) (b) and (c) are all correct.
(D) Only statements (c) and (d) are correct.
XV.IV
(a) The term of office of the board or trustees of non-stock corporation can be two
years from election. (T. Not exceeding 3 years e)
(b) An independent director who receives per diem from the corporation ceases
to be independent. (F. An independent director is a person who, apart from
shareholdings and fees received from the corporation, is independent of management
and free from any business or other relationship which could, or could reasonably be
perceived to materially interfere with the exercise of independent judgment in carrying

out the responsibilities as a director.)
(c) Voting thru remote communications or in absentia should be spelled out in the
by-laws. Else, the board cannot allow it. (F, Sec. 57 pwede either)
(d) The treasurer can also assume role of the corporate secretary. (T? Kasi
prohibition is president and secretary; president and treasurer)

(A) Only statements (c) and (d) are correct.
(B) Only statements (a) and (b) are incorrect.
(C) Only statements (a) (b) and (c) are incorrect.
(D) Only statements (c) and (d) are incorrect.
^hindi ko alam alin sa choices kasi parang wala hahahaha
XV.V
Which of the following is correct?
(A) Contracts involving self-dealing directors can be ratified by a majority vote of the
stockholders.
(B) Directors can decide on the compensation of officers. (T? Yung prohibition kasi
is directors or trustees shall not participate in the determination of their own per diems or
compensation)
(C) The executive committee is the same as emergency board.
(D) None of the above.
(E) All of the above.
XV.VI
M holds 36% equity interest in MX Corporation. If M acquires the shares in XM
Corporation, a company which has the same directors a MX Corporation acquisition
requires:
(a) Board approval on the part of MX Corporation.
(b) Approval of the stockholders of XM Corporation as this could be regarded as a
self-dealing contract.
(c) Board approval of the stockholder of MX Corporation as this can be treated as a
seld-dealing contract.
(d) None of the above (because di naman to self-dealing contract)
(e) Both (a) and (c)
XV.VII
Which of the following is outside the powers of the Executive Committee?
(A) Declaration of stock dividends. (excluded ang: approval of any action for which
shareholders’ approval is also required; e diba no stock dividend shall be issued without
the approval of stockholders representing at least two-thirds (2/3) of the outstanding

capital stock)
(B) Ratification of sale of a corporate property
(C) Approval of the company’s Manual of Good Governance
(D) Approval of the opening of the company’s bank accounts
(E) None of the above
(F) All of the above
XV.VIII
Which of the following statements on shares is inaccurate?
(A) Shares with par value may be deprived of voting rights.
(B) Redeemable shares are always non-voting. (dapat nasa AOI and cert, otherwise,
doctrine of equality of shares govern)
(C) Non-voting shares cannot vote on management contracts.
(D) Founders’ shares can enjoy exclusive voting rights.
XV. IX
Dumpling called for the redemption of its redeemable shares. Upon redemption, the shares that
were redeemed shall:
(A) Form part of the unissued shares
(B) Form part of the treasury shares (Treasury shares are shares of stock which have
been issued and fully paid for, but subsequently reacquired by the issuing corporation
through purchase, redemption, donation, or some other lawful means)
(C) Continue to be part of issued shares
(D) Be considered retired shares
(E) None of the above
XV. X
Tori, a major stockholder of Bento Corporation, entered into a Memorandum of
Agreement for the transfer of 70% of his shareholdings to Mori, in the view of the
impending sale of his shares to Mori, Tore started to pull-out the machines and
equipments he previously turned-over to the corporation in payment of his subscription.
Decide which of the following is appropriate?
(A) Tore cannot take out the machines without violating the trust fund doctrine.
(B) The machines are properties of Bento, which has a separate personality from Tore
(C) Neither (a) nor (b)
(D) Both (a) and (b)
XVI. BANKING?
Nowan died leaving several properties, shares of stock, bank deposits and real estate, She was
survived by her husband, Emilio, two minor children, and her mother, Miguela. The court
appointed Emilio and Miguela as co-administrators of her estate. Among the properties left by
Nowan and included in the inventory of her estate were her two dollar accounts with the BBB
Bank. However, said dollar accounts were closed and consolidated into a single account under
the names of Emilio and Miguela. On September 30, 2011, Emilio filed a motion to allow him to
withdraw money from the subject BBB Bank account to defray the coast of property taxes due
on the real properties of Nowan’s estate. In an order dated November 28, 2011, the intestate
court granted the motion. BBB Bank is questioning the order contending that the account is
covered by the Foreign Currency Deposit Act of the Philippines. As such, it is exempt from
orders of Judicial and quasi-judicial bodies and that withdrawals there from can only be made
with the written consent of all account holders, who are Emilio and Miguela, is the written
conformity of Miguela, as co-depositor, essential for the release of funds for the joint foreign
currency deposit accounts? Explain. (5pts)
ALVIN
[CORPO]
The membership of Luis in Malcolm Gold Club, Inc. was suspended by its Board of Trustees due to
alleged violation of their by-laws. This happened sometime in April 2020. Two months later, Luis
sought the invalidation of corporate acts of Malcolm due to lack of authority of the Board and which
acts include the suspension of this membership. Luis claims that the members of the Board
constituted themselves as such despite lack of quorum during the annual membership meeting of
Malcolm. Luis asserted that he is a member of good standing and his right to due process was not
observed when the Board decided to suspend him. The Board argues that the case is barred by
prescription as this partakes of an election contest which should have been filed within fifteen days
from the time of the election pursuant to the rules. Decide (5pts)
I will rule in favor of the Board.
In Francisco vs. Teodorico, the Court held that a complaint raises an issue on the validity of
the election of the Board of Directors whenever the allegations in a suspended member’s
complaint partly assails the authority of the BOD to suspend his membership on the
ground of lack of quorum at the annual membership meeting. Accordingly, the 15-day
reglementary period within which to file an election contest under the Interim Rules will apply.
Here, the case was filed by Luis to invalidate the corporate acts of Malcolm based on lack of
quorum during the annual membership meeting. This indirectly questions the validity of the
election. Hence, the 15-day reglementary period within which to file an election contest under
the Interim Rules will apply.
Thus, the case is already barred by prescription as it was filed two months from the meeting
which is beyond the 15-day reglementary period.
ALVIN
Chang Holdings is the parent company of Cua Choice Foods. Chang organized Capacite, Inc. by
transferring to it the assets of Cua supposedly under a share swap arrangement. The shares of Chang
in Capacite were temporarily issued in the name of its trusted officers. However, these officers
allegedly repudiated the trust relationship as they eventually transferred their shares to the Medels
and personally benefited from the transaction. Chang then sued the Medels to recover the shares
transferred to them which were held in trust by its officers. Is this an intra-corporate case? Why?
(5pts)
No. The case does not involve an intra-corporate controversy.
When the nature of the controversy involves matters that are purely civil in character, it is beyond the
ambit of the limited jurisdiction of the SEC. (Saura vs. Saura, Jr., 313 SCRA 465 [1999]). Impliedly, the
Court in said case considered those matters that are purely civil in character outside the ambit of
intra-corporate controversies.
Having said that, the case at bar does not involve an intra-corporate case as the issue on the recovery of
shares covered by a trust relationship can be resolved by applying pertinent provisions of the Civil Code,
particularly those relative to Trusts. Disputes concerning the application of the Civil Code are properly
cognizable by courts of general jurisdiction. No special skill is necessary that would require the technical
expertise of the court to resolve this case
ALVIN [CORPO]
(1) Explain the Instrumentality or Control Test in relation to piercing the veil of corporate
fiction. (2pts)
(2) Enumerate at least five factors in applying the Totality of Circumstances Test so as to
determine presence or absence of fraud for piercing purposes. (5pts)
1. This test requires that the subsidiary be completely under the control and domination of the parent. It
examines the parent corporation’s relationship with the subsidiary. It inquires whether a subsidiary
corporation is so organized and controlled and its affairs are so conducted as to make it a mere
instrumentality or agent of the parent corporation such that its separate existence as a distinct corporate
entity will be ignored. IT seeks to establish whether the subsidiary corporation has no autonomy and the
parent corporation, though acting through the subsidiary in form and appearance, "is operating the
business directly for itself.”
2. To aid in the determination of the presence or absence of fraud, the following factors in the "Totality
of Circumstances Test" may be considered, viz:
1) Commingling of funds and other assets of the corporation with those of the individual shareholders;
2) Diversion of the corporation's funds or assets to non-corporate uses (to the personal uses of the
corporation's shareholders);
3) Failure to maintain the corporate formalities necessary for the issuance of or subscription to the
corporation's stock, such as formal approval of the stock issue by the board of directors;
4) An individual shareholder representing to persons outside the corporation that he or she is personally
liable for the debts or other obligations of the corporation;
5) Failure to maintain corporate minutes or adequate corporate records;
6) Identical equitable ownership in two entities;
7) Identity of the directors and officers of two entities who are responsible for supervision and
management (a partnership or sole proprietorship and a corporation owned and managed by the same
parties);
8) Failure to adequately capitalize a corporation for the reasonable risks of the corporate undertaking;
9) Absence of separately held corporate assets;
10) Use of a corporation as a mere shell or conduit to operate a single venture or some particular aspect
of the business of an individual or another corporation;
11) Sole ownership of all the stock by one individual or members of a single family;
12) Use of the same office or business location by the corporation and its individual shareholder(s);
13) Employment of the same employees or attorney by the corporation and its shareholder(s);
14) Concealment or misrepresentation of the identity of the ownership, management or financial
interests in the corporation, and concealment of personal business activities of the shareholders (sole
shareholders do not reveal the association with a corporation, which makes loans to them without
adequate security);
15) Disregard of legal formalities and failure to maintain proper arm's length relationships among related
entities;
16) Use of a corporate entity as a conduit to procure labor, services or merchandise for another person
or entity;
17) Diversion of corporate assets from the corporation by or to a stockholder or other person or entity to
the detriment of creditors, or the manipulation of assets and liabilities between entities to concentrate
the assets in one and the liabilities in another;
18) Contracting by the corporation with another person with the intent to avoid the risk of
nonperformance by use of the corporate entity; or the use of a corporation as a subterfuge for illegal
transactions; and
19) The formation and use of the corporation to assume the existing liabilities of another person or
entity.
(Maricalum Mining Corporation vs. Florentino)
ALVIN [CORPO]
Aleezash, OPC, seeks your legal advice on the following:
(1) Applicability of appraisal right to the single stockholder of an OPC; (2pts)

(2) Availability of pre-emptive right to the single stockholder of an OPC; and (2pts)
(3) Classifying its shares into voting and non-voting. (2pts)
Not sure. Wala akong mahanap na circular sa SEC website.
1. Yes, the appraisal right is applicable to single stockholder.
Under the RCC, the provisions on One Person Corporations shall primarily apply to OPC. Other provisions
of this Code apply suppletorily, except as otherwise provided in the RCC.
Further, under the RCC, in case of death or permanent incapacity of the single stockholder, the nominee
will take over the management of the OPC until the legal heirs of the single stockholder have been
lawfully determined and the heirs have designated one of them or have agreed that the estate shall be
the single stockholder of the single stockholder of the OPC.
Hence, legal heirs or the estate, as the case may be, can replace the single stockholder in case of the
latter’s death or incapacity. Accordingly, the new single stockholder can exercise the appraisal right after
dissenting from a proposed corporate action made by the previous single stockholder involving a
fundamental change in the corporation in the cases provided by law.
2. No, the pre-emptive right is not applicable to a single stockholder.
It is important to note that the rule for the grant of pre-emptive right aims to safeguard the right of a
stockholder to preserve unaltered and unimpaired his proportionate influence and interest in the
corporation and the relative value of his holdings.
In an OPC, any new shares will be issued to the single stockholder. Accordingly, it is unnecessary for the
single stockholder to exercise pre-emptive right as all of the shares will be issued to the single
stockholder.
Further, diminution of proportionate holdings in an OPC is not possible which makes the exercise of
pre-emptive right even pointless.
3. Yes, there is a need to classify shares into voting or non-voting in an OPC.
Under the RCC, the provisions on One Person Corporations shall primarily apply to OPC. Other provisions
of this Code apply suppletorily, except as otherwise provided in the RCC.
It is stated in the RCC that, except those matters provided in Sec 6 of the RCC, the vote required under
the RCC to approve a particular corporate act shall be deemed to refer only to stocks with voting rights.
Accordingly, there is a need to classify shares into voting and non-voting in an OPC because only a single
stockholder who owns voting shares can approve a particular corporate act under the RCC which
requires the approval by a vote of a single stockholder who owns voting shares. Otherwise, said single
stockholder cannot approve such particular corporate act.
KENNY
VII. [SRC]
Zabala, Inc. is a publicly listed company. Its outstanding common and voting shares are
held by the following: 30% Athena, Inc. (non-listed); 35% Anne, Inc. (non-listed); and 35%
public. Athena, Inc. is a wholly-owned company of Isabella while Anne, Inc. is wholly
owned by Esther, Inc. Decide the following:
(1) If Anne, Inc. will acquire from Isabella, Inc. all its shares at Athena, Inc. will the
mandatory tender offer rule apply? Why? (3pts)
Interpretation of the problem: So Anne, Inc (owning 35% share in Zabala, Inc.) will
acquire all shares of Isabela in Athena Inc (owning 30% share in Zabala, Inc.). In
short, may 35% direct ownership na tapos may indirect ownership pa of 30% from
Athena, Inc. Hence, direct ownership of Anne Inc in Zabala is now 65%. Apply the
case of CEMCO HOLDINGS INC v. National Life Insurance Company.
Yes. The mandatory tender offer rule will apply despite the acquisition being less than
threshold. Under the SRC Rules, what is covered by the mandatory tender offer rule
is the acquisition of 35% or more equity shares of a public company: (1) pursuant to
an agreement between or among the person and one or more sellers; (2) in one or
more transactions within a period of 12 months; or (3) acquisition of less than 35%
if it would result in the ownership of 51% of the total outstanding equity
securities of a public company. Here, the acquisition of 30% shares in Athena, Inc,
after adding it to Anne Inc’s direct ownership of 35% shares, will result in the
ownership of 65% shares in Zabala Inc. Therefore, the subject acquisition of shares
is covered by the mandatory tender offer rule. Furthermore, the said rule covers not
only direct acquisition but also indirect acquisition or any type of acquisition.
(2) Would it matter if Anne, Inc. will acquire Isabella, Inc.’s 50% share in Athena,
Inc.? Why? (3pts)
Interpretation of the problem: 50% share in Athena (owning 30% direct shares) = 15%
indirect ownership +35% direct ownership = 45% direct and indirect ownership.
Yes, it would matter if Anne will acquire Isabella Inc’s 50% shares because the
acquisition will only result to 15% indirect ownership. It must be noted that the
mandatory tender offer rule will only apply if the acquisition of less than 35%
would result in the ownership of 51% of the total outstanding equity securities
of a public company. Here, the acquisition only resulted in the ownership of
45% of the total outstanding securities of the public company, Zabala, Inc.
KENNY [LIP]
Decide whether the following acts are legally allowed under the IP Code:
(1) The use of memes depicting the face of Cristina Andrea, sans her consent, to promote Alga
Company’s hair products (2pts)
(2) The downloading from the internet of an architectural plan which Architech Deric himself
posted via the social media and including the same in a brochure for the guidance of lot
buyers of NavaLand, Inc. (2pts)
(3) Inventor Ezekiel applying for patent and utility model on a device that is highly effective in
capturing plant insects (2pts)
1. Yes, photographs are protected by copyright. There is copyright infringement because

the memes were used without her consent and the same was used for commercial
purposes. ??
2. No, the act constitutes copyright infringement. Architectural plans shall be protected by
copyright. The act was not in accordance with the fair use of a copyrighted work because
the purpose of including the architectural plan in a brochure is of a commercial nature
and not for non-profit educational purposes.
3. There is a prohibition against filing of parallel applications. An applicant may not file two
applications for the same subject, one for the patent and the other for the utility model.
[DPA] KENNY
Rosario University commited to substantially decrease the count of student-related offenses reported
to its hierarchy. In relation to this, Rosario University launched a massive campaign among its students
and introduced various programs so as to divert their attention to more productive endeavors. Rosario
University would then regularly post in its website, facebook page and bulletin boards, statistical
information in relation to reported offenses/infractions showing only the count thereof and the nature
of the offenses reported. The report aims to appraise the University of the progress of its efforts in
curtailing such cases.
(1) Kevin, one of the students reported to have committed an infraction, filed a complaint
with the NPC claiming that the foregoing acts of Rosario University are in violation of his
privacy rights under the DPA. Is Kevin correct? Why? (5pts)
(2) Explain the date subject’s right to Date Portability. (2pts)
1. Kevin is not correct. The right to data portability is inapplicable if the processed personal
information is used only for the needs of scientific and statistical research and, on the
basis of such, no activities are carried out and no decisions are taken regarding the data
subject: Provided, that the personal information shall be held under strict confidentiality
and shall be used only for the declared purpose. In this case, only the statistical
information in relation to the reported offenses was posted on its website. The same did
not contain the name of the students reported to have committed the infraction. Hence
there is no violation of his privacy rights under the DPA.
Alternative answer: Kevin is correct. The right to data portability is inapplicable if the processed
personal information is used only for the needs of scientific and statistical research and, on the
basis of such, no activities are carried out and no decisions are taken regarding the data
subject: Provided, that the personal information shall be held under strict confidentiality and
shall be used only for the declared purpose. In this case, the statistical information was not held
under strict confidentiality as it was regularly posted in various online platforms. There is also no
showing that it was used only for the purpose which was declared to the data subject.
2. Right to Data Portability - The data subject shall have the right, where personal
information is processed by electronic means and in a structured and commonly used
format, to obtain from the personal information controller a copy of data undergoing
processing in an electronic or structured format, which is commonly used and allows for
further use by the data subject. It refers to the right of the data subject to obtain from
a personal information controller a copy of his or her personal data that is being
or was processed by the latter, in an electronic or structured format. It primarily
takes into account the right of the data subject to exercise control over his or her
personal data that is being processed based on consent or contract, for
commercial purpose, or through automated means.
KENNY [SRC]
Explain whether the registration requirement of the Securities Regulation Code applies to securities
involved in the following transactions: (1) sale by the bank of its shares in another bank; and (2) stock
option extended as benefit to the employees of a company. (2pts)
1.) Sale of securities to qualified buyers such as banks which are experts in the field of
securities is an exempt transaction.
2.) It does not fall under any of the exempt transactions. However, the commission may
exempt the transaction, if it finds that the requirements of registration under this code is
not necessary in the public interest or for the protection of the investors such as by
reason of the small amount involved or the limited character of the public offering.
ANGELA
When he died, Nowan had his shares in Maisie Company transferred to Adrian by way of voting trust
agreement. Nowan is survived by his wife, Louise, but his estate was entrusted to George, the court
appointed administrator. Meanwhile, Maisie declared 15% stock dividends which was approved by the
stockholders representing 2/3 of its outstanding shares. This was opposed though by Adrian who
formally registered his dissent on the matter.
Who among Louise, George and Adrian, if any, would be entitle to appraisal right should this be
invoked? Explain. (5pts)
It is Adrian who is entitled to exercise the appraisal right pursuant to the voting trust
agreement. A voting trust agreement confers upon the trustee the right to vote and other
rights pertaining to the shares for a period not exceeding five years at any one time. A
trustee becomes registered as stockholder in the corporate books and as such, he
becomes the legal title-holder entitled with the right to vote. Adrian, being the legal-title
holder of the shares, can validly exercise the right to appraisal of the subject shares.
ANGELA [lip]
Skechers USA has registered the trademark “Skechers” and the trademark “S” with the IPO. Pursuant
to a search warrant, more than 6,000 pairs of shoes bearing the “S” logo were seized. Respondents
moved to quash the search warrant arguing that there was no confusing similarity between
petitioner’s “Skechers” rubber shoes and its “Strong” rubber shoes. RTC applying the Holistic Test
ordered the quashing of the warrant which was affirmed by the CA. RTC noted the following
differences:
(1) The mark “S” is not enclosed in an oval design

(2) The hang tags and labels bears the word “Strong” for respondent and “Skechers USA” for
petitioner;
(3) Strong Shoes are modestly priced compared to Skechers Shoes. Decide if infringement
exists. (5pts)
In the case of Sketchers, U.S.A., Inc. which facts are similar in the problem, the Court applied
the Dominancy test and held the use of the stylized “S” by respondent in its Strong rubber shoes
infringes on the mark already registered by Sketchers USA. The dominant feature of the
Sketcher’s trademark is the stylized "S," as it is precisely the stylized "S" which catches the eye
of the purchaser. Thus, even if Strong did not use an oval design, the mere fact that it used the
same stylized "S", the same being the dominant feature of petitioner’s trademark, already
constitutes infringement under the Dominancy Test. The likelihood of confusion is present as
purchasers will associate the Strong’s use of the stylized "S" as having been authorized by
Sketcher’s or that former’s product is connected with Sketcher’s business.
Neither can the difference in price be a complete defense in trademark infringement as held in
the case of McDonald’s Corporation v. L.C. Big Mak Burger, Inc. The registered trademark
owner may use its mark on the same or similar products, in different segments of the market,
and at different price levels depending on variations of the products for specific segments of the
market. The purchasing public might be mistaken in thinking that petitioner had ventured into a
lower market segment such that it is not inconceivable for the public to think that Strong or
Strong Sport Trail might be associated or connected with petitioner’s brand, which scenario is
plausible especially since both petitioner and respondent manufacture rubber shoes.
ANGELA [corpo]
(1) Explain the rule on Revival of Term of private corporations under the Revised Corporation
Code. (5pts)
(2) Explain the concept of Emergency Board and when applicable. (5pts)
(1) A corporation whose term has expired may apply for revival of its corporate
existence, together with all the rights and privileges under its certificate of
incorporation and subject to all of its duties, debts and liabilities existing prior to its
revival. Upon approval by the Commission, the corporation shall be deemed revived
and a certificate of revival of corporate existence shall be issued, giving it perpetual
existence, unless its application for revival provides otherwise.
No application for revival of certificate of incorporation of banks, banking and quasi-banking

institutions, preneed, insurance and trust companies, non-stock savings and loan
associations (NSSLAs), pawnshops, corporations engaged in money service business, and
other financial intermediaries shall be approved by the Commission unless accompanied by
a favorable recommendation of the appropriate government agency (Sec. 11, RCC).
(2) 2. Emergency Board
However, when the vacancy prevents the remaining directors from constituting a
quorum and emergency action is required to prevent grave, substantial, and
irreparable loss or damage to the corporation, the vacancy may be temporarily filled
from among the officers of the corporation by unanimous vote of the remaining
directors or trustees. The action by the designated director or trustee shall be limited to the
emergency action necessary, and the term shall cease within a reasonable time from the
termination of the emergency or upon election of the replacement director or trustee,
whichever comes earlier. The corporation must notify the Commission within three (3) days
from the creation of the emergency board, stating therein the reason for its creation (Sec.
28, 3rd par., RCC)
In a resolution, the Board of Directions authorized its president to sell Lot 2, at a price and
under such terms and conditions which he deemed most reasonable and advantageous to the
corporation. The president agreed to give the buyer a right of way over Lot 1 and in case such right of
way is insufficient, a portion of Lot 2 will be sold to the buyer. Determine whether the authority to sell
Lot 2 includes the authority to sell portion of Lot 1 under the doctrine of apparent...
The authority to sell Lot 2 did not include authority to sell portion of Lot 1. Neither may such
authority be implied from the authority granted to sell Lot 2 “on such terms and conditions
which he deems most reasonable and advantageous.” (Woodchild Holdings, Inc. v. Roxas
Electric and Construction Company).
PINLAC
Is a corporation which is undergoing rehabilitation allowed to still pursue recovery of property against
an errant lessee? If yes, who will institute the case, the Corporation or the Rehabilitation Receiver?
Explain. (5pts)
Briefly explain the cram down power of the rehabilitation court. (5pt)
Yes, the action for the recovery of the property may still be filed even if the corporation is
undergoing rehabilitation. The purpose of rehabilitation proceedings is to enable the
company to gain new lease on life and thereby allow creditors to be paid their
claims from its earnings. Rehabilitation contemplates a continuance of corporate
life and activities in an effort to restore and reinstate the financially distressed
corporation to its former position of successful operation and solvency. Thus, it is
in line with the purpose of rehabilitation to recover the corporation’s property from
the errant lessee.
It is the Corporation through its authorized corporate officers that can institute the case.
There is nothing in the concept of corporate rehabilitation that would ipso facto deprive
the Board of Directors and corporate officers of a debtor corporation of control such that
it can no longer enforce its right to recover its property from an errant lessee.
Check the case of Umale vs ASB Realty Corp. (same facts)
The "cram-down" power of the Rehabilitation Court has long been

established and even codified under Section 23, Rule 4 of the Interim Rules, to
wit:
Section 23. Approval of the Rehabilitation Plan. — The court may
approve a rehabilitation plan over the opposition of creditors, holding a
majority of the total liabilities of the debtor if, in its judgment, the
rehabilitation of the debtor is feasible and the opposition of the creditors
is manifestly unreasonable.
Note: The cram-down principle adopted by the Interim Rules

does, in effect, dilute contracts. When it permits the approval of a
rehabilitation plan even over the opposition of creditors, or when it
imposes a binding effect of the approved plan on all parties including
those who did not participate in the proceedings, the burden of loss is
shifted to the creditors to allow the corporation to rehabilitate itself from
insolvency. ||| |
PINLAC
Enumerate the exceptions to the Cash and Carry Rule. (5pts)

Explain the No Fault Claim Rule under the Insurance Code. (5pts)
The exceptions to the Cash and Carry Rule

1.) Under Sec. 77 of the IC, in case of a life or industrial life policy whenever the grace
period provision applies
2.) Under Sec, 79, an acknowledgment in a policy or contract of insurance or the receipt of
premium is conclusive evidence of its payment, so far as to make the policy binding,
notwithstanding any stipulation therein that it shall not be binding until the premium is
actually paid.
3.) If the parties have agreed to the payment in installments of the premium and partial payment
has been made at the time of loss
4.) The insurer may grant credit extension for the payment of the premium
No Fault Claim Rule under the Compulsory Motor Vehicle Liability Insurance allows the victim of a
vehicular accident to recover indemnity from the insurer of the relevant insurer without the necessity
of showing fault. Under Section 391 of the IC, any claim for death or injury to any passenger or
third-party pursuant to the provisions of this chapter shall be paid without the necessity of proving
fault or negligence of any kind: Provided, That for purposes of this section:
"(a) The total indemnity in respect of any person shall not be less than Fifteen thousand pesos
(P15,000.00);
"(b) The following proofs of loss, when submitted under oath, shall be sufficient evidence to
substantiate the claim:
"(1) Police report of accident; and
"(2) Death certificate and evidence sufficient to establish the proper payee; or
"(3) Medical report and evidence of medical or hospital disbursement in respect of which refund is
claimed;
"(c) Claim may be made against one motor vehicle only. In the case of an occupant of a vehicle,
claim, shall lie against the insurer of the vehicle in which the occupant is riding, mounting or
dismounting from. In any other case, claim shall lie against the insurer of the directly offending
vehicle. In all cases, the right of the party paying the claim to recover against the owner of the
vehicle responsible for the accident shall be maintained.
PINLAC [insurance]
Under the policy, disabilities which existed before the commencement of the agreement are excluded
if they become manifest within one year from its effectivity. The insured allegedly prevented
presentment by the insurer of the doctor who will testify on her medical condition because of the
doctor-patient privilege. The insurer thus assumed that the testimony would be adverse as it was
willfully suppressed by the insured. Decide whether the insurer is liable. (5pts)
The insurer is liable. A health care agreement is in the nature of a non-life insurance. It
is an established rule in insurance contracts that when their terms contain limitations on
liability, they should be construed strictly against the insurer. These are contracts of
adhesion the terms of which must be interpreted and enforced stringently against the
insurer which prepared the contract. This doctrine is equally applicable to health care
agreements.||| Since petitioner had the burden of proving exception to liability, it should
have made its own assessment of whether insure had a pre-existing condition when it
failed to obtain the attending doctor. Insurer merely speculated that the testimony of the
doctor would be adverse based on her invocation of the doctor-patient privilege. This
was a disputable presumption at best.|||
Note: same case: It could not just passively wait for Dr. Saniel's report to bail it out. The
mere reliance on a disputable presumption does not meet the strict standard required
under our jurisprudence.||| (Blue Cross Health Care, Inc. v. Olivares, G.R. No. 169737,
[February 12, 2008], 568 PHIL 526-535)(Blue Cross Health Care, Inc. v. Olivares, G.R.
No. 169737, [February 12, 2008], 568 PHIL 526-535)
FELY [Data Privacy Act]
You ordered pizza from OC Pizza thru phone call. You provided your personal details, including your
contact number and address which you knew were recorded by OC to process your order. A month
later, you once again ordered pizza from OC and to your surprise, upon getting your call, OC
immediately requested you to confirm your contact details, if the same is still correct. The transaction
then proceeded. Can you complain against OC for keeping your personal information for being
violative of the Date Privacy Act? Why? (5pts)
Yes, I may complain because my contact number and address are capable of identifying
me and therefore constitute personal information, the processing of which requires
compliance with the DPA.
Under the DPA, processing of personal information may be allowed only upon
compliance with the Act and adherence to the principles of transparency, legitimate
purpose, and proportionality.
Here, the collection and use of my personal information was for a legitimate purpose as
it was for the processing of my order. The means used was likewise proportional as the
collection of my contact information and address was reasonable and not excessive for
the purpose of processing my order. However, the storage and future use of my
personal information was not made known to me before the same was processed, thus
violating the principle of transparency.
Consequently, OC Pizza’s use of personal my information should not be allowed.
ALT:
Yes, I may complain because my contact number and address are capable of identifying
me and therefore constitute personal information.
As a data subject, one of my rights under Section 16 of the Data Privacy Act is to be
informed of whether personal information pertaining to me shall be, are being, or have
been processed. The term processing is defined under the Act as an operation or set of
operations performed upon personal information, including but not limited to, storage,
retrieval, and use.
Here, while I knew of the processing of my personal information for my initial order, OC
Pizza did not notify me that the same would be stored for future use.
Thus, OC Pizza violated my right under the DPA.
FELY
In your subdivision, you noticed that the utility bills of the various home owners were just being
entrusted by the utility companies to the subdivision’s security personnel office, which would, in turn,
deliver the bills to the concerned households. The bills bear the name and specific address of the
utility customers in the subdivision. Decide the following:
(1) Possible violation of data privacy on the part of the utility companies; and
(2) Role or responsibility of the security office in accepting this arrangement. (5pts)
1. The utility company committed a violation of Section 20 (d) of the Data Privacy Act.
The utility company is a personal information controller as it controls the collection,

holding, processing and use of the personal information of its customers, particularly,
their name and specific address. Thus, as a PIC, the utility company is obliged under
Section 20 (d) of the DPA to ensure that third parties processing personal information
on its behalf shall implement the security measures required under the DPA.
Here, the utility company merely entrusts the utility bills containing the personal
information of the various homeowners to the security office without a mechanism in
place to ensure that the latter adheres to the required security measures under the
DPA.
2. The security office is a personal information processor.
A personal information processor refers to any natural or juridical person to whom a

personal information controller may outsource the processing of personal data
pertaining to a data subject.
Here, the utility company entrusts to the security office the processing, that is, the
collection, holding, and delivery, of the utility bills which contain the personal information
of the homeowners. Consequently, the security office becomes a PIP, which, pursuant
to Section 14 of the DPA, is required to comply with all the requirements of the DPA and
other applicable laws.
FELY
(1) Explain the rule on Forbearance and in what specific cases is the PCC allowed to exercise
this rule. (3pts)
(2) What is Monopsony and when is it violative of the PCA (2pts)
(3) Liam, Inc. merged with Fay, Inc. with the latter as surviving entity. If the merger was
approved by the SEC on January 21, 2021 and further to the prescribed tests the relevant
value is 30 billion pesos, will the compulsory notification to the PCC apply? Explain. (3pts)
1. Under the rule on forbearance, the PCC may forbear from applying the provisions of
the Philippine Competition Act for a limited time, in whole or in part, in all or specific
cases, on an entity or group of entities, if in its determination:
a. Enforcement is not necessary to the attainment of the policy objectives of this
Act;
b. Forbearance will neither impede competition in the market where the entity or
group of entities seeking exemption operates nor in related markets; and
c. Forbearance is consistent with public interest and the benefit and welfare of
the consumers.
A public hearing shall be held to assist the Commission in making this determination.
The Commission’s order exempting the relevant entity or group of entities under this
section shall be made public. Conditions may be attached to the forbearance if the
Commission deems it appropriate to ensure the long-term interest of consumers.
In the event that the basis for the issuance of the exemption order ceases to be valid,
the order may be withdrawn by the Commission (PCA, Sec. 28).
2. In a monopsony, the market situation is there is only one buyer. That lone buyer has
the leverage to unduly lower the price of the products of the farmers in the area (Recap,
p. 264).
Directly or indirectly imposing unfairly low purchase prices for the goods or services of,
among others, marginalized agricultural producers, fisherfolk, micro, small, and medium
enterprises (MSMEs), and other marginalized service providers and producers (Sec 15
(g) is an example of a monopsony).
3. No. Under the Bayanihan to Heal as One Act 2, mergers and acquisitions with
transaction values below P50B are exempt from compulsory notification if entered into
within 2 years from the effectivity of the Act, that is, 2 years from September 15, 2020.
Here, the transaction value of the merger is only P30B and was entered into within the
period of exemption. Hence, the transaction is not subject to compulsory notification.
UNANSWERED: SRC
Find the defect/s in the following statements:
(1) Broker’s transactions, whether executed upon customer’s orders or not, on any registered
Exchange or other trading market is an exempt transaction under the SRC. (2pts)
- Broker's transaction executed upon customer's order only
(2) Under the Mandatory Close Out Rule, a broker or dealer, has the right to cancel or
otherwise liquidate a customer’s order, if payment is not received within three days from
the date of purchase. (2pts)
- (2) Under Mandatory Close Out Rule, a contract involving a short sale which has not
resulted in a delivery by the Broker dealer within the settlement period must be closed
by the Broker Dealer either by purchasing for cash or guaranteed delivery, securities of
like kind and quantity on the next business day after settlement date'
(3) Under the rule against Insider Trading, it shall be unlawful for any insider to communicate
material public information about the issuer or the security to any person who, by virtue
of the communication, becomes an insider (2pts)
- material NONpublic information
At their regular meeting, stockholders representing majority of the outstanding voting shares of ZYRA,
Inc., a stock company organized under the Revised Corporation Code, elected John, an Italian, as
president, and Robert, a resident citizen, as corporate secretary and at the same time, treasurer of
ZYRA, Inc.
On what grounds, if any, could Robert’s election be challenged? Why? (5pts)
Under Sec. 24 of the RCC, in stock corporations, the directors of the corporation, immediately
after their election, must organize and elect the President, Treasurer and Corporate Secretary.
2018/2019 samplex ateneo not sure pero gawa ng 2020 students
Sidartha, Inc. imported from Kobe, Japan, 197 metal containers/skids of tin-free
steel and had the same shipped via Matsumura Shipping Lines. Von, Inc., the customs
broker of Sidartha, withdrew the cargo from the customs and delivered the same at
Sidartha’s warehouse in Calamba, Laguna. The cargo was insured with Jan Insurance.
However, it was discovered upon discharge of the cargo at Sidartha’s warehouse that
nine (9) containers/skids valued at P1,175,639.68 were damaged. Investigation revealed
that the cargo sustained the damage even before it was turned over to Von, Inc. Isabella
Castillo, President of Sidartha, would like to be advised on the following legal concerns:
(1) What degree of care is Von, Inc. required to observe as to the goods of
Sidartha? (2 pts.)
(ART. 1733, NCC) Common carriers, from the nature of their business and for reasons of public
policy, are bound to observe extraordinary diligence in the vigilance over the goods transported
by them. Von Inc., as the customs broker of Sidharta who delivered the cargo from the customs
to the warehouse, is bound to observe extraordinary diligence. In AF Sanchez Brokerage, Inc. v.
Court of Appeals, it was held that a customs broker is still considered a common carrier if it also
undertakes to deliver the goods for its customers.
(2) If Sidartha were to pursue a case against Matsumura Shipping Lines, within
what period should the action be filed? When would the period on
prescription for legal action start? Why? (2 pts.)
(SEC. 3 (6) COGSA) The carrier is discharged from liability for loss or damage to the cargo,
unless the suit is brought within 1 year after delivery of the goods or the date when the goods
should have been delivered. The period of prescription shall be reckoned to a year from the
delivery of goods because this case pertains to damaged and not lost goods. COGSA shall
apply in this case where it involves the contract for carriage of goods by sea from Japan to the
Philippines.
(3) If Sidartha sought indemnification from Jan Insurance instead, and the
latter, as subrogee, were to pursue Matsumura Shipping Lines, within what
period should the action be filed and when will such period start? (2 pts.)
The action should be filed within 1year from the delivery of the packages to Sidartha Inc. The
insurer, Jan Insurance, exercising its right of subrogation is bound by the 1 year prescriptive
period. Therefore, Jan Insurance should file the claim one year from the delivery of the
packages.
(4) In No. 2 above, will it matter if no damage was found on the cargo but there
was a significant delay in its delivery? Why? (2 pts.)
Yes, distinction between damage and delay will matter with respect to the prescriptive period.
reckoning point of the one-year prescriptive period. (SEC. 3 (6) COGSA) provides for the
damaged or lost goods, however, in cases of delay or default on delivery the New Civil COde of
the Philippines shall apply which is 10 years from the date of which the goods should have been
delivered.
(5) In (2) and (3) above, is Notice of Claim a condition precedent to the
institution of legal action? (2 pts.)
No. A failure to file a notice of claim within 3 days will not bar recovery i
f a suit is nonetheless filed within one year from delivery of the goods or from the
date when the goods should have been delivered.(Wallem Philippines Shipping,
Inc. v. S.R. Farms, Inc.)
II
The handwritten minutes of the March 22, 2017 stockholders' meeting of Pleyto,
Inc. recorded the following:
- Quorum established
- Ratified all acts and proceedings of the Board of Directors and

Management
- Declaration of stock dividends
- Nomination and the election of same Board and Officers in the preceding
years as new Board
- Meeting adjourned. 1:05 P.M.
(Sgd) Company Secretary
Your advice is being sought on the following:
(1) Will you consider the above minutes sufficient to establish approval by the
stockholders of Pleyto, Inc. of the declaration of stock dividends? Why? (2
pts.)
No, the minutes are insufficient to establish a declaration of stock dividends. Under Sec.43
of RCC, stock dividends shall be issued upon approval of stockholders representing not
less than two-thirds (2/3) of the outstanding capital stock at a regular or special meeting
called for that purpose. The minutes lack description of the voting and vote tabulation
procedures used and the results of all voting done. Here, the minutes did not contain
anything about approval by stockholders representing at least two-thirds (2/3) of the
outstanding capital stock for the declaration of stock dividends, thus it is insufficient to
establish declaration of stock dividends.
NOTES : WHAT SHOULD BE INCLUDED IN MINUTES SEC 73 (G)
“The minutes of all meetings of stockholders or members, or of the board of directors or

trustees. Such minutes shall set forth in detail, among others: the time and place of the
meeting held, how it was authorized, the notice given, the agenda therefor, whether the
meeting was regular or special, its object if special, those present and absent, and every act
done or ordered done at the meeting. Upon the demand of a director, trustee, stockholder or
member, the time when any director, trustee, stockholder or member entered or left the
meeting must be noted in the minutes; and on a similar demand, the yeas and nays must be
taken on any motion or proposition, and a record thereof carefully made. The protest of a
director, trustee, stockholder or member on any action or proposed action must be recorded
in full upon their demand.”
(2) In determining stockholders approval:
(a) Will non-voting shares be included? Explain. (2 pts.)
No, non-voting shares are the shares without the right to vote. The non-voting shares
are not included in outstanding capital stocks thus, not included in determining
stockholders approval.
Under Section 6 of RCC, the vote necessary to approve a particular corporate act shall
be deemed to refer only to stocks with voting rights. The holders of such shares are
nevertheless entitled to vote on the following matters:
1. Amendment of the articles of incorporation;
2. Adoption and amendment of by-laws;
3. Sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all
of the corporate property;
4. Incurring, creating or increasing bonded indebtedness;
5. Increase or decrease of capital stock;
6. Merger or consolidation of the corporation with another corporation or other
corporations;
7. Investment of corporate funds in another corporation or business in accordance with
this Code; and
8. Dissolution of the corporation.
(b) Will disputed shares (assuming there is an ongoing legal dispute as to

the ownership of some shares) be considered? Explain. (2 pts.)
Yes, the disputed shares shall be considered. The court ruled in the case of
Villongco vs Yabut that the distinction of undisputed or disputed shares of stocks
is not provided for in the law or the jurisprudence. Moreover, Ubi lex non
distinguit nec nos distinguere debemus — when the law does not distinguish, we
should not distinguish. Therefore, the total outstanding capital stocks, without
distinction as to disputed or undisputed shares of stock, is the basis in
determining the required votes for a quorum and approval of corporate acts.
(c) If Pleyto, Inc. has no available unissued shares to be distributed by way

of stock dividends, will the declaration of such dividends still be legally
in order? Why? (2 pts.)
Yes, the declaration of stock dividends is still legally in order. Section 42 of RCC
only requires that the board of directors of a stock corporation may declare
dividends out of the unrestricted retained earnings.
Andy: (di ko sure kaya ni red ko)
No. A corporation should increase its capital stock before issuing stock
dividends. Sec 37 (c) provides that the amount of capital stock or number
of shares of no-par stock allotted to each stockholder if such increase is
for the purpose of making effective stock dividend therefor authorized
should be set forth in a certificate approved by the majority vote of the
board of directors and by the 2/3 of the outstanding capital stock at a
stockholders’ meeting duly called for the purpose.
(d) Will the above minutes be accorded probative value even if only the
Corporate Secretary signed it? Why? (2 pts.)
Yes, the minutes signed by the Corporate Secretary gives the minutes of the
meeting probative value and credibility. The signing of the minutes by all the
members of the board is not required. There is no provision on the RCC that
requires that minutes of the meeting should be assigned by all the members of
the board.
III
YAP and TAN are competitors in the inter-dealer broking business (IDBs). IDBs
purportedly "utilize the secondary fixed income and foreign exchange markets to execute
their banks and their bank customers' orders, trade for a profit and manage their
exposure to risk, including credit, interest rate and exchange rate risks." In the
Philippines, the clientele for IDBs is mainly comprised of banks and financial institutions.
TAN filed a Complaint-Affidavit with the City Prosecution Office of Makati City against the
officers/employees of YAP for violation of the Revised Corporation Code (RCC).
Impleaded as respondents in the Complaint-Affidavit were the former President and
Managing Director of TAN for having allegedly used their former positions to sabotage
TAN by orchestrating the mass resignation of its entire brokering staff in order for them
to join YAP. TAN claims that these officers held several meetings between August 22 to
25, 2008 with the members of YAP’s Spot Desk and brokering staff to convince them to
leave the company. One of them even supposedly intentionally failed to renew the
contracts of some of the brokers. The brokers of TAN were purportedly induced, en
masse, to sign employment contracts with YAP and were allegedly instructed by its
lawyer as to how they should file their resignation letters. As such, these officers violated
Section 31 (now Sec. 30 under the RCC) on personal liability of directors and officers)
and Section 34 of the Corporation Code (now, Sec. 33 of the RCC on Disloyalty of
Directors) which made them criminally liable under Section 144 (Now, Sec. 170 of the
RCC). The officers of YAP claim that Sec. 144 is not applicable since Secs. 31 and 34
already provide for liability for damages against the guilty director or corporate officer.
Decide, with reasons. (5 pts.)
The officers of YAP are correct in claiming that they cannot be held under Section 144
(Sec. 170) of the Corporation Code.
The Supreme Court held in the case of JAMES IENT and MAHARLIKA
SCHULZE vs. TULLETT PREBON (PHILIPPINES), INC that there is no legislative intent to
criminalize acts under Secs. 30 & 33 of the RCC. The Code was intended as a regulatory
measure and not a penal statute. The provisions were intended to impose exacting standards of
fidelity on corporate directors and officers but without unduly impeding them in the discharge of
their work with concerns of litigation. Penalties under Sec. 158 only apply when there is no
specific penalty. In Secs. 30 & 33, the penalty is the turnover of profits.
IV
Marie Quina was a duly elected director of Rase Corporation (a corporation that
manufactures and sells shoes in wholesale). In the meeting of the directors of Rase
Corporation held on January 12, 2019, Marie Quina was removed as director by a vote of
more than 2/3 of the board members. In a special meeting of the board held later that
same day, the remaining directors, still constituting a quorum, unanimously elected Kyle
as the replacement of Marie Quina. Decide whether the removal of Marie Quina and
election of Rase Corporation are legally in order. (5 pts.)
The removal of Marie Quina is not proper. Sec. 27 of the Revised Corporation
Code states that any director of a corporation may be removed from office by a vote of
the stockholders holding or representing at least two-thirds (2/3) of the outstanding
capital stock, provided that such removal shall take place either at a regular meeting of
the corporation or at a special meeting called for the purpose, and in either case, after
previous notice to stockholders of the corporation of the intention to propose such
removal at the meeting . In this case, Marie Quina was removed by the board members
only, not by the stockholders and no notice was sent to the stockholders for the meeting
called for the removal of a director. Hence, Marie Quina’s removal as director of Rase
Corporation was invalid. As to the election of Rase Corporation, it was, likewise, invalid
since there should be no replacement to begin with.
Donya Nikki Vargas, OPC, seeks your legal advice as to whether the following acts
are allowed for a one person corporation:
(1) The single stockholder of the OPC, in his personal capacity, as supplier of
goods for the business of the OPC;(2 pts.)
This is allowed under the Revised Corporation Code for one person corporation.
However, the corporation shall submit a disclosure of all self-dealings and
related party transactions entered into between the one person corporation and
the single stockholder pursuant to Section 129 (c) of the RCC.
(2) The capital stock of the OPC being classified into: (a) Class A – with par
value of 10 pesos per share; and (b) Class B – without par value. (2 pts.)
This is allowed. The OPC may classify its capital stock into Class A with par
value of 10 pesos per share and Class B without par value provided that the
same is indicated in its articles of incorporation. Under Section 6 of the RCC,
the classification of shares and their corresponding rights, privileges, or
restrictions, and their stated par value, if any, must be indicated in the articles
of incorporation. Hence, if in OPC may make such classification if it provides
the same in its articles of incorporation.
(3) The legal heirs appointing someone, who is not an heir of the deceased
single stockholder, as director, to continue the management of the
corporation as an OPC after the demise of such single stockholder. (2
pts.)
This is not allowed. After the demise of the single stockholder, the
management of the corporation will be held by the nominee or alternate
nominee of the single shareholder as may be provided for in its Articles of
Incorporation until the heirs have designated one of them or have agreed that
the estate shall be the single stockholder of the corporation pursuant to
Section 125 of the RCC.
(4) An OPC to be registered as a holding company which will have

subsidiaries organized as operating companies but in the form of an
ordinary corporation. (2 pts.)
This is not allowed. A one person corporation cannot be registered as a

holding company because only a natural person, trust or an estate may form a
One Person Corporation under Section 116 of the RCC. A holding company
consists of juridical entities. Not being a natural person, it cannot form a One
Person Corporation. Hence, an OPC cannot be registered as a holding
company.
VI
Patrick lent one (1) million pesos to his brother, Peter. The loan was secured by a
real estate mortgage over a 1000-square-meter parcel of land which Peter owns. As Peter
failed to pay his loan to Patrick, the latter foreclosed the mortgaged and in the ensuing
sale held on December 13, 2006, Patrick emerged as the highest bidder. Unknown to
Patrick, however, and prior to the foreclosure, it appears that Peter used the same
property as collateral for loans and advances he obtained from Ramtrina, Inc. Ramtrina
sought equitable redemption of the property which Patrick questions it appearing that
Ramtrina has been dissolved by the SEC sometime in September 2003.
(1) Decide the following:
(a) Can Ramtrina still exercise equitable redemption? Why? (2 pts.)
No. Ramtrina Inc. cannot anymore exercise as a corporation equitable

redemption over the subject parcel of land. The juridical personality of a
corporation is extinguished upon its dissolution.
Under Section 139 of the RCC, any corporation whose corporate existence
is terminated, remain as a body corporate for 3 years after the effective
date of dissolution, for the purpose of prosecuting and defending suits by or
against it and enabling it to settle and close its affairs, dispose of and
convey its property, and distribute its assets, but not for the purpose of
continuing the business for which it was established.
In this case, Ramtrina Inc. has been dissolved by the SEC since September
of 2003, it cannot therefore exercise equitable redemption in December
2006, as it has been more than 3 years since its dissolution, its corporate
existence has long been terminated for all purposes.
(b) What if Ramtrina was only dissolved in January 2007 and redemption
was sought in the same year? Why? (2 pts.)
Yes, Ramtrina may still exercise equitable redemption. By the same vein,
Article 139 of the RCC provides that after dissolution, the dissolved
corporation may remain as a body corporate for 3 years after the effective
date of dissolution, for the purpose of prosecuting and defending suits by or
against it and enabling it to settle and close its affairs. The exercise of
equitable redemption falls under these aforementioned circumstances, and
since it has only been a year since the dissolution, Ramtrina may exercise
equitable redemption.
(2) After the dissolution of a corporation, what would happen to the

corporation’s (as Parent Co.) equity or capital share in its subsidiary/ies?
Can the latter be forced to return to the Parent the amount corresponding
to the latter’s capital share in the subsidiary? Why? (3 pts.)
Yes, but only upon the payment of obligations to creditors. Under Section 139 of
the RCC, no corporation shall distribute any of its assets or property except
upon lawful dissolution and after payment of all its debts and liabilities.
Therefore, until Ramtrina settles its debts and liabilities, it cannot return Parent
Co.’s capital share in Ramtrina.
VII
Bruzon, Inc. is a publicly listed company. Its outstanding shares are held by the
following: 30% -See, Inc. (non-listed); 35% - Sy, Inc. (non-listed); and 35% - public.
Clarizza, Inc. and Clark, Inc. hold 50% of See, Inc.’s outstanding shares. Decide the
following:
1. If Chung, Inc. acquires the shares of Clarizza, Inc. and Clark, Inc. in See,
Inc., is the acquisition subject to the mandatory tender offer rule? Why?
(2.5 pts.)
No, it is not subject to the mandatory tender offer rule because: first, it was not
stated/mentioned that Clarizza, Inc. or Clark, Inc. was a public company making the
direct acquisition of their 50% share in See, Inc. covered by such rule; and second,
the indirect acquisition of Bruzon, Inc.’s share does not fall within the required
amount of shares subject to the tender offer rule. Under Rule 19 of the SRC Rules,
what is covered by the mandatory tender offer rule is the acquisition of 35% or more
equity shares of a public company: (1) pursuant to an agreement between or among
the person and one or more sellers; (2) in one or more transactions within a period of
12 months; or (3) acquisition of less than 35% if it would result in the ownership of
51% of the total outstanding equity securities of a public company. Here, there was
no mention that Clarizza, Inc. and Clark, Inc. qualified as public companies, and their
share in Bruzon, Inc. was only 15%, as they own only 50% of See, Inc. Therefore,
the subject acquisition of shares is not covered by the tender offer rule.
2. Would it matter if Chung, Inc. seeks to acquire See, Inc.’s 15% and Sy, Inc.
’s 20% equity share both at Bruzon, Inc.? Why? (2.5 pts.)
Yes, because then it would fall within the coverage of the mandatory tender offer rule
as it is the acquisition of 35% or more equity shares of a public company pursuant to
an agreement between or among the person and one or more sellers under Rule 19
of the SRC Rules.
VIII
Florence, Inc. has wholly owned companies, namely, Bianca, Inc., Isabel, Inc. and
Angelique, Inc. all of which are engaged in operating hydro power electric plants situated
in different areas in Luzon. The valuation of each of the assets of Bianca, Inc., Isabel, Inc.
and Angelique, Inc. is 2 billion pesos while the total assets alone of Florence amount to 2
billion pesos.
Florence, Inc. wanted to expand its operations and contemplated to acquire all the
assets and facilities of Umandap, Inc. in the inventory of which is 2 billion pesos. For this
purpose, it forwarded to Umandap, Inc. a letter of intent manifesting its desire to acquire
its assets. They began negotiation process and for this reason, they signed on January 2,
2019 a Mutual Confidentiality Agreement to secure sensitive business information that
they will be sharing. Upon conclusion of the negotiations, the parties signed, on
February 1, 2020, an Asset Purchase Agreement where the total contract purchase price
for the acquisition of the assets and facilities of Umandap, Inc. is 1.7 billion pesos. Part
of the consideration though is for Florence to assume the debts of Umandap, Inc. which
amount to around 500 million pesos. At the time of sale, Umandap, Inc. has subsidiaries,
namely, Justine, Inc. and Rico, Inc., whose aggregate annual revenue based on their
financial statements for the last three years average 1 billion pesos. Decide the following:
(1) Is the signing of the Mutual Confidentiality Agreement subject to the

compulsory notification process under the Philippine Competition Act?
Why? (2 pts.)
No. The Mutual Confidentiality Agreement was done during the negotiation process.
This is merely preparatory on the part of both parties and is done before the
conclusion of the Asset Purchase Agreement. Rule 4, SEC. 13. Treatment of
Confidential Information. — (a) Information, including documents, shall not be
communicated or made accessible by the Commission, insofar as it contains trade
secrets or other confidential information, the disclosure of which is not considered
necessary by the Commission for the purpose of the review. (IRR of RA 10667)
(2) How about the execution of the Asset Purchase Agreement? Why? (2
pts.)
No. Parties to a merger or acquisition are required to provide notification when:
(a) The aggregate annual gross revenues in, into or from the Philippines, or value of
the assets in the Philippines of the ultimate parent entity of at least one of the
acquiring or acquired entities, including that of all entities that the ultimate parent
entity controls, directly or indirectly. (Rule 4, Sec. 3 of IRR of RA 10667)
a) The Size of Party exceeds Six Billion pesos (PhP 6,000,000,000); and
b) The Size of Transaction, as determined under Rule 4, Section 3 (b) of the IRR,
exceeds Two Billion Four Hundred Million Pesos (PhP 2,400,000,000). Here, the
focus must be on the acquired entity. (Commission Resolution No. 02-2020)
The two conditions were not met. In the case, the value of assets of Florence Inc.’s,
acquiring entity, along with its wholly owned companies, exceed the 6B threshold.
However, the size of transaction between Florence Inc. and Umandap Inc. did not
exceeds the 2.4 B threshold because the transaction is only 1.7B.
(3) Would it matter if in the Asset Purchase Agreement, the payment of the
purchase price is staggered into five (5) installments which will end in
February 2021? Why? (2 pts.)
No. (e) A merger or acquisition consisting of successive transactions, or acquisition

of parts of one or more entities, which shall take place within a one-year period
between the same parties, or any entity they control or are controlled by or are under
common control with another entity or entities, shall be treated as one transaction.
If a binding preliminary agreement provides for such successive transactions or
acquisition of parts, the entities shall provide notification on the basis of such
preliminary agreement. If there is no binding preliminary agreement, notification shall
be made when the parties execute the agreement relating to the last transaction
which, when taken together with the preceding transactions, satisfies the thresholds
under this Section.(Rule 4, Sec. 3, IRR of RA 10667)
(4) Would it matter if the subject matter of the acquisition by Florence, Inc.
is the equity of Umandap, Inc. by virtue of which, Florence would,
thereafter, be in control of 35% of the voting shares of Umandap, Inc.?
Why? (2 pts.)
No. The Philippine Competition Act requires that the value of the assets (other than
the shares) or income thereof should exceed 2.4 Billion and due to such acquisition
the acquiring entity would control would own voting shares of the corporation that, in
the aggregate, carry more than the following percentages of the votes attached to all
the corporation's outstanding voting shares:
I. Thirty-five percent (35%), or
II. Fifty percent (50%), if the entity or entities already own more than the percentage
set out in subsection I above, as the case may be, before the proposed acquisition
(Rule 4, Sec. 3, IRR of RA 10667).
In the case at bar, the size of transaction did not meet the threshold, hence, not
required for compulsory notification even if the acquiring entity gained control of
35%.
IX
Celina and Christine worked hand in hand in creating their invention, a hand-held
photocopying machine. When they have perfected their invention, they applied for
registration of their invention and were eventually granted letters patent by the
Intellectual Property Office. The certificate of patent was issued under their names. After
the grant of patent under their names, Celina and Christine had a fallout and decided to
go their separate ways. Celina had sufficient capital and was able to put up her factory of
the hand -held photocopying machine. She was also able to sell products worth millions
of pesos. On the other hand, Christine, as she did not have enough funds, decided to
enter into a licensing agreement with Katrina allowing Katrina to manufacture and sell
the machines in exchange for a 30% royalty. In so doing, neither of two inventors sought
the consent or approval of the other.
(1) Does Christine have the right to prohibit Celina from manufacturing and selling
their invention without her consent and may Christine demand that she be paid half of
the sale proceeds of the machine units? Why? (2 pts.)
No. Christine does not have the right to prohibit Celina from manufacturing and selling
their invention.. According to Sec. 107 of the IPC, each of the joint owners shall be entitled to
personally make, use, sell, or import the invention for his own profit. Hence, consent is not
necessary and Christine cannot demand that she be paid half of the proceeds of the machine
units.
(2) Does Celina have the right to prohibit Christine from entering into a licensing
agreement on the invention without her consent and may she demand from Christine a
share in the royalties received under the licensing agreement with Katrina? Why? (2 pts.)
Yes. Celina has the right to prohibit Christine from entering into a licensing agreement.
Sec. 107 of the IPC provides that neither of the joint owners shall be entitled to grant licenses or
to assign his right, title or interest or part thereof without the consent of the other owner or
owners, or without proportionally dividing the proceeds with such other owner or owners. Here,
consent of Celina is necessary before entering into a licensing agreement and proceeds shall
be proportionally divided between them.
Callueng Corporation manufactures baking tools and equipment. It sells its

products on credit to attract more clients. Once the products are delivered to a clients,
Callueng Corporation records the amount due as receivable.
Krystoffer is one of the customers of Callueng Corporation who purchased

baking tool set P150,000.00 on January 3, 2020. Krystoffer signed a security agreement
on January 3, 2020 conveying security interest over the products he purchased in favor
of Callueng Corporation to secure the full payment of the price. The Security Agreement
was registered with the LRA.
Callueng Corporation was then awarded a dealership contract for a cake business
establishment and in order to finance its obligations under the contract, Callueng
Corporation borrowed 1 million pesos from Robin Bank with the following as collaterals:
1) receivables from its customers, including, that of Krystoffer; and 2) Callueng
Corporation’s bank deposit of 2 million pesos at Robin Bank. Decide the following:
1) Was the security agreement between Callueng Corporation and Krystoffer

validly created and perfected in accordance with the PPSA? Explain. (2
pts.)
Yes. A security interest in any tangible asset may be perfected by registration

or possession under Sec. 12 of PPSA. Here, the Registration of a notice with the
Registry (LRA) was made. Therefore, there was a created and perfected Security
Interest over the Tangible Asset (purchased baking tool set) in accordance with PPSA.
Security Interest as defined under Sec. 3j (j) of PPSA: a property right in

collateral that secures payment or other performance of an obligation, regardless of
whether the parties have denominated it as a security interest, and regardless of the
type of asset, the status of the grantor or secured creditor, or the nature of the secured
obligation; including the right of a buyer of accounts receivable.
The security interest shall be created by a Security Agreement as provided

under Sec.5a in relation to Sec. 6 which provides: A security agreement must be
contained in a written contract signed by the parties. It may consist of one or more
writings that, taken together, establish the intent of the parties to create a security
interest.and a lessor under an operating lease for not less than one (1) year;
2) How will the security interest on the bank deposit of Callueng Corporation in
favor of Robin Bank be created and perfected? Explain. (2 pts.)
Under Sec. 12 of PPSA, a security interest in investment property and deposit

account may be perfected by registration or control, that is: (b) Possession of
the collateral by the secured creditor; and (c) Control of investment property and
deposit account.
Other than by Registration, it may be perfected by Control in accordance with Sec.

13 through any of the following: (1) The creation of the security interest in favor of
the deposit-taking institution or the intermediary; (2) The conclusion of a control
agreement; or (3) For an investment property that is an electronic security not
held with an intermediary, the notation of the security interest in the books
maintained by or on behalf of the issuer for the purpose of recording the name of
the holder of the securities.
3) In case of conflict in the enforcement of the security interest on the

receivable from Krystoffer, who would have priority? Why? (2.5 pts.)
Callueng Corporation shall have the right to be the priority.
Under Sec. 17 of PPSA, the Priority Rules over Security Interest provides that: The priority of
security interests and liens in the same collateral shall be determined according to time of
registration of a notice or perfection by other means, without regard to the order of creation of
the security interests and liens.
Here, the Security Agreement between Krystoffer and Callueng Corporation was registered prior
to entering into contract with Robin Bank ( and giving the receivables as collateral) which gives
Callueng the priority.
*[If this qualifies as PMSI]
Sec.3(g) Purchase money security interest — a security interest in goods taken by the seller to
secure the price or by a person who gives value to enable the grantor to acquire the goods to
the extent that the credit is used for that purpose;
Sec. 23(b) provides that “a purchase money security interest in consumer goods that is
perfected by registration of notice not later than three (3) business days after the grantor
obtains possession of the consumer goods shall have priority over a conflicting security interest.
Here, the Registration of the Security Agreement which gives Callueng the priority against any
conflicting security interest of Robin Bank. [Note: Please double check this subitem c, I am not
so sure. haha)
XI
Gia set up a company named Mordeno Tools, Inc. Customers can order various
tools and appliances and have them delivered at their residence. To place an order,
customers were required to create an online account on the website of Mordeno where
they are required to enter their e-mail address, cellphone number, and home address,
among other things. Should the customer wish to pay via credit card, he will be required
to enter his credit card details as well. Before finalizing the registration, the customer
must click on the check box signifying consent to the submission of said information.
Stephen used his credit card in ordering tools from Mordeno. When he received
his Statement of Account though, he was surprised to see the amount he has to pay for
the Mordeno tools. As he cannot recall the prices and other details of his purchase, he
inquired with Mordeno if he can be given the details of his transaction with Mordeno so
he can validate his billing. But Mordeno did not act on the request of Stephen despite
follow up. Decide the following:
(1) Can Stephen file a complaint with the National Privacy Commission on his
request with Mordeno which was not acted upon? Why? (2.5 pts.)
1) Yes, Stephen can file a complaint with the NPC on his request with Mordeno which was not
acted upon.
Under Section 16 of the Data Privacy Act, the data subject is entitled, among others, to the
reasonable access to, upon demand of (1) the contents of his or her personal information that
were processed; and (2) the information on automated processes where the data will or likely to
be made as the sole basis for any decision significantly affecting or will affect the data subject.
Furthermore, the data subject is entitled to dispute the inaccuracy or error in the information and
have the personal information controller correct it immediately and accordingly.
Here, the request of Stephen to Moderno as to accessing the details of his transaction with
Mordeno, was balatantly ignored by Mordeno. This will then entitle Stephen to file a complaint
with the NPC.
(2) Stephen later learned that the personal information collected by Mordeno is
stored in a cloud server based in New Zealand. Can the Data Privacy Act be
enforced against the entity responsible for this cloud server, even if
operating in New Zealand? Why? (2.5 pts.)
(2) Yes, the Data Privacy Act can be enforced against the entity responsible for this cloud
server, even if operating in New Zealand.
Section 6 of the Data Privacy Act provides that the DPA applies to an act done or practice
engaged in and outside of the Philippines by an entity if: (a) The act, practice or processing
relates to personal information about a Philippine citizen or a resident; (b) The entity has a link
with the Philippines, and the entity is processing personal information in the Philippines or even
if the processing is outside the Philippines as long as it is about Philippine citizens or residents
Here, the act, practice or processing relates to personal information about a Philippine citizen
or a resident. Also the entity, the cloud server operating in New Zealand, has a link with the
Philippines through Mordeno Tools, Inc.
Thus, even if the entity responsible for the cloud server is operating in New Zealand, the DPA
still applies because of its extraterritoriality application.
XII
On January 3, 2019, Jason obtained a pension plan from Olazo Life. The price of
the pension plan is P300,000.00 and payable in 24 equal monthly installments. For the
first 5 months of the plan, Jason was able to pay on time the monthly installments due.
On the 6th month, Jason missed the installment supposed to be due on June 3, 2019.
Jason likewise defaulted in the succeeding installments. On March 1, 2020, he received a
notice from Olazo Life reminding him of the unpaid installments due but still, Jason failed
to pay Olazo Life. A month after March 1, 2020, Jason informed Olazo Life that he intends
to restore his pension plan and offered to pay the installments that he missed. Olazo Life
refused claiming that his right to the grace period set out under the Pre-Need Code had
already expired and his pension is now considered lapsed. Can Jason still insist that he
be allowed to restore his pension plan? Why? (3 pts.)
Yes, Jason can still insist that he be allowed to restore his pension plan.
Under Section 23 of the Pre-Need Code, the planholder shall be allowed a period
of not less than two (2) years from the lapse of the grace period or a longer period as provided
in the contract within which to reinstate his plan. No cancellation of plans shall be made by the
issuer during such period when reinstatement may be effected.
In this case, when Jason offered to pay the installments that he missed, two
years have not yet elapsed, hence, Olazo Life cannot cancel his pension plan as it is still within
allowable reinstatement period.
XIII
Harly obtained three (3) fire insurance policies on his restaurant, as follows: (1)
Grace Insurance – 5 million pesos; (2) Balisong Insurance – 5 million pesos; and Leong
Insurance – 10 million pesos. If Harly’s insurable interest on the restaurant is 10 million
pesos, what would be your legal advice on the following issues:
(1) In case of total loss of the restaurant, can Harly simultaneously recover
from all of the foregoing insurers? Why? (2.5 pts.)
Yes, Harly may simultaneously recover from all of the foregoing insurers
provided that the amount he recovers does not exceed his insurable interest
of 10M. Sec. 96 (b) of the Insurance Code provides that where the policy
under which the insured claims is a valued policy, any sum received by him
under any other policy shall be deducted from the value of the policy without
regard to the actual value of the subject matter insured. It has already been
settled that double insurance is not prohibited by the Insurance Code.
(2) Can Harly opt to recover only from Leong Insurance? Why? (2 pts.)
Yes, Harly may opt to recover from Leong Insurance alone. Sec. 96 (a) of
the insurance Code provides that the insured, unless the policy otherwise
provides, may claim payment from the insurers in such order as he may
select, up to the amount for which the insurers are severally liable under
their respective contracts. In this case, Harly is given the option to choose
from which insurer he opts to recover in cases of double insurance,
provided the total amount of his claim does not exceed the amount of his
insurable interest. Therefore, Harly can opt to claim 10M solely from Leong
Insurance.
(3) How is double insurance different from reinsurance? (2 pts.)
Double Insurance is a concept where several insurers insure the same

subject property under the same insurable interest of an insured. (Sec. 95 of
the Insurance Code) Reinsurance, on the other hand, pertains to the insurer
insuring with the reinsurer the original insurance. (Sec. 97 of the Insurance
Code) Reinsurance is a contract with the reinsurer and the original insurer,
and the original insured is not a party thereto. Double Insurance is a
contract of indemnity against damages while reinsurance is presumed to be
a contract of indemnity against liability, and not merely against damage.

(Sec. 99 of the Insurance Code)
XIV
What are the non-default options in life insurance? (2 pts.)
Non default options in life insurance are located under Section 227 (f) of
PD 612, a provision specifying the options to which the policyholder is entitled to
in the event of default in a premium payment after three full annual premiums
shall have been paid. Such option shall consist of:
(1) A cash surrender value payable upon surrender of the policy which
shall not be less than the reserve on the policy, the basis of which shall be
indicated, for the then current policy year and any dividend additions thereto,
reduced by a surrender charge which shall not be more than one-fifth of the
entire reserve or two and one-half per centum of the amount insured and any
dividend additions thereto;
(2) One or more paid-up benefits on a plan or plans specified in the policy
of such value as may be purchased by the cash surrender value.
Distinguish between guaranty and surety. (2 pts.)
In the case of Palmares v. CA, the Court distinguished surety from

guaranty. It held that a surety is an insurer of the debt, whereas a guarantor is an
insurer of the solvency of the debtor. A suretyship is an undertaking that the debt
shall be paid; a guaranty, an undertaking that the debtor shall pay. Stated
differently, a surety promises to pay the principal’s debt if the principal will not
pay, while a guarantor agrees that the creditor, after proceeding against the
principal, may proceed against the guarantor if the principal is unable to pay. A
surety binds himself to perform if the principal does not, without regard to his
ability to do so. A guarantor, on the other hand, does not contract that the
principal will pay, but simply that he is able to do so. In other words, a surety
undertakes directly for the payment and is so responsible at once if the principal
debtor makes default, while a guarantor contracts to pay if, by the use of due
diligence, the debt cannot be made out of the principal debtor.
Under the “four fair use” factors, how does the “transformative use doctrine”
apply? (2 pts.)
The transformative use doctrine is applied in reviewing the purpose and

character of the usage of copyrighted work which is one of the four factors of fair
use. Using this doctrine, the court must look into whether the copy of the work
adds "new expression, meaning or message" to transform it into something else.
XV
Dominic Enterprises, a sole proprietorship owned by Brandon, suffered financial

difficulties rendering payment of its debts uncertain as they all fall due. The creditors of
Dominic Enterprises initiated its rehabilitation process and were able to successfully
obtain a Commencement Order which embodies a Suspension Order directing all
creditor to stay enforcement of their claims.
Upon notice of the Commencement Order, Yvette, a creditor, advised Brandon that
she (Marie) will just offset his claim with the sum of money she owes Brandon. It appears
that earlier on, Yvette borrowed from Brandon a sum of money which she used for the
purchase of a condominium unit. Decide the following:
1. What approvals/consents are required for a creditor-initiated,

court-supervised rehabilitation? (2 pts.)
Any creditor or group of creditors with a claim of, or the aggregate of whose
claims is, at least One Million Pesos (Php1,000,000.00) or at least twenty-five
percent (25%) of the subscribed capital stock or partners' contributions,
whichever is higher, may initiate involuntary proceedings against the debtor (Sec.
12, FRIA).
(2) Is the offsetting legally in order after a Commencement Order is issued?

Why? (2 pts.)
No, because it would create undue preference over other creditors. Under in the
case of Sobrejuanite v. ASB Development Corp., the Supreme Court held that
the Interim Rules on Corporate Rehabilitation defines a “claim” as referring to all
claims, demands of whatever nature or character against the debtor or its
properties, whether for money or otherwise. The definition is so encompassing,
there are no distinctions or exemptions. If offsetting would be allowed, it would
create an undue preference in favor of creditors that may offset their claims over
those who cannot. Therefore, offsetting of debts is not legally in order.
(3) If the creditors of Dominic Enterprises will sign a Compromise

Agreement as part of the terms of settlement of their claims and the
Agreement contains a waiver of confidentiality on Brandon’s various
bank accounts, will this waiver be legally in order? Why? (2 pts.)
No, because it is not one of the exceptions under the Law on Secrecy of Bank
Deposits. Under Sec. 2 of the Law on Secrecy of Bank Deposits all deposits of
whatever nature with banks or banking institutions are considered absolutely

confidential in nature and may not be examined, inquired or looked into by any
person, government official, bureau or office, except upon: (1) written permission
of the depositor; (2) in cases of impeachment, or upon order of a competent court
in cases of bribery or dereliction of duty of public officials; or (3) in cases where
the money deposited or invested is the subject matter of the litigation.
Furthermore, in the case of Ejercito v. Sandiganbayan, the Supreme Court held
that the subject of the action is the matter or thing with respect to which the
controversy has arisen, concerning which the wrong has been done, and this
ordinarily is the property or the contract and its subject matter, or the thing in
dispute. Here, it is the consent of the creditors was the one given, not the
debtor-depositor’s, and the money in the bank account cannot be considered as
the subject matter of the case but the rehabilitation of Dominic Enterprise
(Brandon). Therefore, the waiver will not be legally in order.
(4) Explain briefly the “Equality is equity” principle. (2 pts.)
As between creditors, the key phrase is "equality is equity." When a

corporation threatened by bankruptcy is taken over by a receiver, all
the creditors should stand on equal footing. Not anyone of them
should be given any preference by paying one or some of them
ahead of the others. This is precisely the reason for the suspension
of all pending claims against the corporation under receivership.
Instead of creditors vexing the courts with suits against the
distressed firm, they are directed to file their claims with the receiver
who is a duly appointed officer of the SEC (Spouses Sobrejuanite v.
|||
ASB Development Corp., G.R. No. 165675, September 30, 2005).
XVI
Jennise maintains three (3) accounts with Lu Bank, to wit: (1) a trust account
amounting to P200,000; (2) a time deposit of P1,000,000 which she holds jointly with
Louise; and (3) a foreign currency deposit of P500,000. Determine whether these
accounts are covered by the mandatory insurance coverage of the RA 3591, as amended,
and if so, the amount that the depositor/s could claim from the PDIC. (3 pts.)
As to the trust account, according to Section 5(g) of the PDIC Charter, it is excluded from
the PDIC coverage. As to the time deposit of P1,000,000 which she holds jointly with Louise,
they could only claim the maximum amount of P500,000. Hence, Jennise and Louise shall
share with the P500,000. As to the foreign currency deposit, the law provides that it is also
insured by the PDIC. It is insured separately, being a personal account, from the joint time
deposit with Louise; hence, Jennise can claim another P500,000 from the PDIC.

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alvin/tin/angela/kenny/fely

ComRev Questions and Answers

1. ) Applicability of appraisal right to the single stockholder of an OPC (2pts)

2.) Applicability of the requirement on Independent Director to an OPC

What does the doctrine of equivalents means? (2.5 pts)

Common shares (voting) 100

Class A (voting) 100

Class B (non-voting) 100

Number of voting shares 120

Minimum number of 180

Maximum number of shares 120

Are the contentions of BEA in order? Explain(4pts)

Commitment to add 10,000,000 working capital

(1) Is NP required to have independent directors? How many independent directors?

YES. Under Sec. 22 of the Revised Corporation Code, it provides that:

b) Banks and quasi-banks, NSSLAs, pawnshops, corporations engaged in money

Thus, 20% of 7 (no. of directors) is 1.4. Consequently, NP is required to have at least

Di ako sure dito

If Jung acquired the property on behalf of the corporation:

or corporations is merely nominal, the contract shall be subject to the provisions of

Pero if mag fall sya under investment under Sec. 41:

(5) Is it mandatory for NP,Inc. to appoint a compliance officer? Why? (2pts)

Yes, IIO can sue here even without license.

An agreement consummated in violation of this requirement to notify the Commission

b. Stock option extended as benefit to the employees of a company

Andy Lim’s contention is without merit. Jurisprudence provides that trademark,

Decide which of the following is the correct answer:

Decide which of the following is the correct answer:

perceived to materially interfere with the exercise of independent judgment in carrying

Decide which of the following is the correct answer:

^hindi ko alam alin sa choices kasi parang wala hahahaha

the approval of stockholders representing at least two-thirds (2/3) of the outstanding

I will rule in favor of the Board.

No. The case does not involve an intra-corporate controversy.

(1) Applicability of appraisal right to the single stockholder of an OPC; (2pts)

Not sure. Wala akong mahanap na circular sa SEC website.

1. Yes, the appraisal right is applicable to single stockholder.

2. No, the pre-emptive right is not applicable to a single stockholder.

3. Yes, there is a need to classify shares into voting or non-voting in an OPC.

1. Yes, photographs are protected by copyright. There is copyright infringement because

(1) The mark “S” is not enclosed in an oval design

No application for revival of certificate of incorporation of banks, banking and quasi-banking

(2) 2. Emergency Board

Check the case of Umale vs ASB Realty Corp. (same facts)

The "cram-down" power of the Rehabilitation Court has long been

Note: The cram-down principle adopted by the Interim Rules

Enumerate the exceptions to the Cash and Carry Rule. (5pts)

The exceptions to the Cash and Carry Rule

"(1) Police report of accident; and

FELY [Data Privacy Act]

Consequently, OC Pizza’s use of personal my information should not be allowed.

Thus, OC Pizza violated my right under the DPA.

The utility company is a personal information controller as it controls the collection,

2. The security office is a personal information processor.

A personal information processor refers to any natural or juridical person to whom a

Find the defect/s in the following statements:

- material NONpublic information

On what grounds, if any, could Robert’s election be challenged? Why? (5pts)

2018/2019 samplex ateneo not sure pero gawa ng 2020 students

- Ratified all acts and proceedings of the Board of Directors and

- Declaration of stock dividends

- Meeting adjourned. 1:05 P.M.

(Sgd) Company Secretary