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RULES, LAWS, REGULATIONS, POLICIES

 Republic Act No. (RA) 8799 or the Securities Regulation Code:

Section 31 of the Corporation Code (now Section 30 of the RCC) specifies the liabilities of directors,
trustees, or officers. It reads:

Sec. 31. Liability of directors, trustees or officers. — Directors or trustees who willfully and
knowingly vote for or assent to patently unlawful acts of the corporation or who are guilty of gross
negligence or bad faith in directing the affairs of the corporation or acquire any personal or pecuniary
interest in conflict with their duty as such directors or trustees shall be liable jointly and severally for all
damages resulting therefrom suffered by the corporation, its stockholders or members and other persons.
When a director, trustee or officer attempts to acquire or acquires, in violation of his duty, any interest
adverse to the corporation in respect of any matter which has been reposed in him in confidence as to
which equity imposes a disability upon him to deal in his own behalf, he shall be liable as a trustee for the
corporation and must account for the profits which otherwise would have accrued to the corporation.
(Italics supplied.)

 Section 34 of the Corporation Code (now Section 33 of the RCC) also states.

Sec. 34. Disloyalty of a director. — Where a director, by virtue of his office, acquires for himself a
business opportunity which should belong to the corporation, thereby obtaining profits to the prejudice of
such corporation, he must account to the latter for all such profits by refunding the same, unless his act
has been ratified by a vote of the stockholders owning or representing at least two-thirds (2/3) of the
outstanding capital stock. This provision shall be applicable, notwithstanding the fact that the director
risked his own funds in the venture. (Italics supplied.)

Batas Pambansa Blg. (BP) 68 or the Corporation Code was enacted in 1980. In 2019, RA 11232,
otherwise known as the "Revised Corporation Code of the Philippines" (RCC).
ANALYSIS OF FACTS

WHO: The parties are Ramon and Yaona Ty, the owner of Total Office Products and
Services (TOPROS) , Inc., the petitioner, Topgold Philippines, Inc., Golden Exim
Trading and Commercial Corporation (Golden Exim), Identic International Corp
(Identic) [respondent corporations], and John Charles chang, Jr. (Chang), Saul
Mari Chang, Hector Katigbak (Hector), Cecilia Katigbak (Cecilia), Rosario Sarah
Fernando, and Elizabeth Jay (Elizabeth) [individual respondents].

WHAT: RTC ruled that Chang violated his fiduciary duties and was guilty of disloyalty to
TOPROS. The Decision and Resolution of RTC was reversed and set aside by the
Court of Appeals. TOPROS filed a Petition for Review for Certiorari praying for
the reversal of the Decision and Resolution of the Court of Appeals (CA).
TOPROS filed a Motion for Reconsideration, but the CA denied it on January 2,
2012. TOPROS filed a Petition.

WHERE: The Decision and Resolution of the Court of Appeals were set aside. The Civil
Case filed No. 68327 is Remended to Branch 158, Regional Trial Court, Pasig
City for Resolution of the case, with dispatch, following the guidelines set forth.

WHEN: The CA reversed and set aside the Decision dated 18 March 2008.

HOW:
RULES, LAWS, REGULATIONS, POLICIES

 Republic Act No. (RA) 8799 or the Securities Regulation Code:

Section 31 of the Corporation Code (now Section 30 of the RCC) specifies the liabilities of directors,
trustees, or officers. It reads:

Sec. 31. Liability of directors, trustees or officers. — Directors or trustees who willfully and
knowingly vote for or assent to patently unlawful acts of the corporation or who are guilty of gross
negligence or bad faith in directing the affairs of the corporation or acquire any personal or pecuniary
interest in conflict with their duty as such directors or trustees shall be liable jointly and severally for all
damages resulting therefrom suffered by the corporation, its stockholders or members and other persons.
When a director, trustee or officer attempts to acquire or acquires, in violation of his duty, any interest
adverse to the corporation in respect of any matter which has been reposed in him in confidence as to
which equity imposes a disability upon him to deal in his own behalf, he shall be liable as a trustee for the
corporation and must account for the profits which otherwise would have accrued to the corporation.
(Italics supplied.)

 Section 34 of the Corporation Code (now Section 33 of the RCC) also states.

Sec. 34. Disloyalty of a director. — Where a director, by virtue of his office, acquires for himself a
business opportunity which should belong to the corporation, thereby obtaining profits to the prejudice of
such corporation, he must account to the latter for all such profits by refunding the same, unless his act
has been ratified by a vote of the stockholders owning or representing at least two-thirds (2/3) of the
outstanding capital stock. This provision shall be applicable, notwithstanding the fact that the director
risked his own funds in the venture. (Italics supplied.)

Batas Pambansa Blg. (BP) 68 or the Corporation Code was enacted in 1980. In 2019, RA 11232,
otherwise known as the "Revised Corporation Code of the Philippines" (RCC).

ANALYSIS OF FACTS
WHO: The parties are Ramon and Yaona Ty, the owner of Total Office Products and
Services (TOPROS) , Inc., the petitioner, Topgold Philippines, Inc., Golden Exim
Trading and Commercial Corporation (Golden Exim), Identic International Corp
(Identic) [respondent corporations], and John Charles chang, Jr. (Chang), Saul
Mari Chang, Hector Katigbak (Hector), Cecilia Katigbak (Cecilia), Rosario Sarah
Fernando, and Elizabeth Jay (Elizabeth) [individual respondents].

WHAT: RTC ruled that Chang violated his fiduciary duties and was guilty of disloyalty to
TOPROS. The Decision and Resolution of RTC was reversed and set aside by the
Court of Appeals. TOPROS filed a Petition for Review for Certiorari praying for
the reversal of the Decision and Resolution of the Court of Appeals (CA).
TOPROS filed a Motion for Reconsideration, but the CA denied it on January 2,
2012. TOPROS filed a Petition.

WHERE: The Decision and Resolution of the Court of Appeals were set aside. The Civil
Case filed No. 68327 is Remended to Branch 158, Regional Trial Court, Pasig
City for Resolution of the case, with dispatch, following the guidelines set forth.

WHEN: The CA reversed and set aside the Decision dated 18 March 2008.

HOW:
RULES, LAWS, REGULATIONS, POLICIES

 Republic Act No. (RA) 8799 or the Securities Regulation Code:

Section 31 of the Corporation Code (now Section 30 of the RCC) specifies the liabilities of directors,
trustees, or officers. It reads:

Sec. 31. Liability of directors, trustees or officers. — Directors or trustees who willfully and
knowingly vote for or assent to patently unlawful acts of the corporation or who are guilty of gross
negligence or bad faith in directing the affairs of the corporation or acquire any personal or pecuniary
interest in conflict with their duty as such directors or trustees shall be liable jointly and severally for all
damages resulting therefrom suffered by the corporation, its stockholders or members and other persons.
When a director, trustee or officer attempts to acquire or acquires, in violation of his duty, any interest
adverse to the corporation in respect of any matter which has been reposed in him in confidence as to
which equity imposes a disability upon him to deal in his own behalf, he shall be liable as a trustee for the
corporation and must account for the profits which otherwise would have accrued to the corporation.
(Italics supplied.)

 Section 34 of the Corporation Code (now Section 33 of the RCC) also states.

Sec. 34. Disloyalty of a director. — Where a director, by virtue of his office, acquires for himself a
business opportunity which should belong to the corporation, thereby obtaining profits to the prejudice of
such corporation, he must account to the latter for all such profits by refunding the same, unless his act
has been ratified by a vote of the stockholders owning or representing at least two-thirds (2/3) of the
outstanding capital stock. This provision shall be applicable, notwithstanding the fact that the director
risked his own funds in the venture. (Italics supplied.)

Batas Pambansa Blg. (BP) 68 or the Corporation Code was enacted in 1980. In 2019, RA 11232,
otherwise known as the "Revised Corporation Code of the Philippines" (RCC).

ANALYSIS OF FACTS
WHO: The parties are Ramon and Yaona Ty, the owner of Total Office Products and
Services (TOPROS) , Inc., the petitioner, Topgold Philippines, Inc., Golden Exim
Trading and Commercial Corporation (Golden Exim), Identic International Corp
(Identic) [respondent corporations], and John Charles chang, Jr. (Chang), Saul
Mari Chang, Hector Katigbak (Hector), Cecilia Katigbak (Cecilia), Rosario Sarah
Fernando, and Elizabeth Jay (Elizabeth) [individual respondents].

WHAT: RTC ruled that Chang violated his fiduciary duties and was guilty of disloyalty to
TOPROS. The Decision and Resolution of RTC was reversed and set aside by the
Court of Appeals. TOPROS filed a Petition for Review for Certiorari praying for
the reversal of the Decision and Resolution of the Court of Appeals (CA).
TOPROS filed a Motion for Reconsideration, but the CA denied it on January 2,
2012. TOPROS filed a Petition.

WHERE: The Decision and Resolution of the Court of Appeals were set aside. The Civil
Case filed No. 68327 is Remended to Branch 158, Regional Trial Court, Pasig
City for Resolution of the case, with dispatch, following the guidelines set forth.

WHEN: The CA reversed and set aside the Decision dated 18 March 2008.

HOW: