Lipat and Lipat v. Pacific Banking Corp, et al. G.R. No. 142435. 30 April 2003. Quisumbing, J.

without prior resolution from the Board of Directors of BEC. All were secured by the REM over the same property. BEC defaulted. The REM was extrajudicially foreclosed and the property sold at public auction.

Facts. Petitioners Sps. Lipat owned Bela’s Export Trading (BET), a single proprietorship. BET was engaged in the manufacture of garments. BET supplied garments to a US firm “Mystical Fashions” also owned

The Lipats filed a complaint for annulment of the REM, extrajudicial foreclosure and certificate of sale issued. RTC dismissed the complaint, piercing the veil of corporate fiction of BEC. CA affirmed. The Lipats argue: the credit transactions were all ultra vires acts of Teresita and thus it does not bind BEC. And even assuming the credit transactions were valid and binding, these were the corporation's sole obligation, it having a personality distinct and separate from the Lipats. The lower courts erred in piercing the veil of corporate fiction of BEC absent any clear showing of fraud on their part. Issues.

Lipat and Lipat v. Pacific Banking Corp, et al. G.R. No. 142435. 30 April 2003. Quisumbing, J.

Facts. Petitioners Sps. Lipat owned Bela’s Export Trading (BET), a single proprietorship. BET was engaged in the manufacture of garments. BET supplied garments to a US firm “Mystical Fashions” also owned by the Lipats. Mrs. Lipat designated her daughter, Teresita, to manage BET. Mrs. Lipat executed in December 1978 an SPA in favor of Teresita to obtain loans and other credit accommodations from respondent Pacific Banking Corp. (Pacific Bank). She likewise authorized Teresita to execute mortgage contracts on properties owned or co-owned by her as security for the obligations to be extended by Pacific Bank including any extension or renewal thereof. April 1979, Teresita, by virtue of the SPA, was able to secure for and in behalf of Mrs. Lipat and BET, a loan from Pacific Bank. An REM over the Sps. Lipat’s property in Cubao was constituted as security. Per their agreement, said property was likewise made to secure other additional loans and credit lines which may be subsequently obtained. September 1979, BET was incorporated into a family corporation: Bela's Export Corp. (BEC). The Sps. Lipat were majority stockholders and were among the incorporators and board of directors. Mrs. Lipat was named President of BEC, and Teresita the EVP and GM. BEC was engaged in the same business as BET and utilized the same machineries and equipment previously used by BET. The corporate funds were held by Mrs. Lipat. The loan was later restructured in the name of BEC. Subsequent promissory notes, trust receipts and export bills were executed by Teresita on behalf of BEC in favor of Pacific Bank

(1) Is the application of the doctrine of piercing the veil of corporate fiction warranted? (2) May the obligations incurred by Teresita in behalf of BEC bind the latter? Held. (1) Yes. Both courts below relied upon the alter ego doctrine or instrumentality rule, rather than fraud in piercing the veil of corporate fiction. Under the instrumentality rule or alter ego doctrine, when the corporation is the mere alter ego or business conduit of a person as when it is so organized and controlled and its affairs are conducted so that it is, in fact, a mere instrumentality or adjunct of the other, the separate personality of the corporation (the instrumentality or alter ego) may be disregarded.[1] Case at bar, the business operations of the BEC were so merged with those of Mrs. Lipat such that they were practically indistinguishable. The corporate funds were held by Mrs. Lipat and the corporation itself had no visible assets. The Lipats were members of the board. Mrs. Lipat had full control over the activities of and decided business matters of the corporation. She had benefited from the loans secured from Pacific Bank to finance her business abroad and from the export bills secured by BEC for the account of “Mystical Fashion.” It could not have been coincidental that BET and BEC are so intertwined with each other in terms of ownership, business purpose, and management. Apparently, BET and BEC are one and the same and the latter is a conduit of and merely succeeded the former.

(2) Yes. BEC is estopped from denying its agent’s authority.*2+ If a corporation knowingly permits one of its officers or any other agent to act within the scope of an apparent authority, it holds him out to the public as possessing the power to do those acts; thus, the corporation will, as against anyone who has in good faith dealt with it through such agent, be estopped from denying the agent's authority. Teresita had dealt with Pacific Bank on the mortgage contract by virtue of an SPA executed by Mrs. Lipat. Teresita had acted as the manager of both BEC and BET and had been deciding business matters in the absence of Mrs. Lipat. Further, the export bills secured by BEC were for the benefit of “Mystical Fashion” owned by Mrs. Lipat. Hence, Pacific Bank cannot be faulted for relying on the same authority granted to Teresita by Mrs. Lipat by virtue of a SPA.

Times argues: the application of the doctrine of piercing the veil of corporate fiction by the CA and finding Mencorp liable for its obligations is contrary to the accepted and usual course of judicial proceedings. Issue. Is the application of the doctrine of piercing the veil of corporate fiction warranted? Held. Yes. Piercing the corporate veil is warranted in cases when the separate legal entity is used to defeat public convenience, justify wrong, protect fraud, or defend crime, such that in the case of two corporations, the law will regard the corporations as merged into one.[3] Case at bar, Times and Mencorp failed to adduce evidence to refute allegations of collusion between them. The sale of Times' franchise as well as most of its bus units to a company owned by Rondaris' daughter and family members, right in the middle of a labor dispute, is highly suspicious. It is evident that the transaction was made in order to remove Times' remaining assets from the reach of any judgment that may be rendered in the unfair labor practice cases filed against it.

Times Transportation Co., Inc. v. Sotelo, et al. G.R. No. 163786. 16 February 2005. Ynares-Santiago, J.

Facts. Times Employees Union (TEU), an LLO, struck against its employer, Times, for ULP. The SOJ certified the dispute to the NLRC. Meanwhile, TEU was certified as the sole and exclusive bargaining representative in Times, and requested for collective bargaining. Times refused. TEU filed a notice of strike. Times implemented a retrenchment program. Those retrenched include herein respondents. TEU struck. Times terminated all striking employees for participation in what it deemed was an illegal strike. The SOJ again certified the dispute to the NLRC. Meanwhile, Mencorp Transport Systems, Inc. (Mencorp.), which never obtained a franchise since its incorporation in 1994, acquired ownership of Times' Certificates of Public Convenience and a number of its bus units by virtue of several deeds of sale. Mencorp is controlled and operated by Mendoza, daughter of Rondaris, the majority stockholder of Times. Notably, all of the stockholders/incorporators of Mencorp are relatives of Rondaris. Presently, all the buses of Times are already being run/operated by Mencorp. In 1998, after the closure of Times, the retrenched employees, including respondents, filed cases for illegal dismissal, money claims and ULP against Times before the RAB, impleading Mencorp and the Sps. Mendoza. LA held that the dismissals of respondents constituted ULP and the sale of Times to Mencorp was simulated and in bad faith warranting the piercing of the veil of corporate fiction. LA ordered Times and/or Rondaris and Mencorp and/or Mendoza to cause the reinstatement of herein respondents. NLRC vacated the decision of the LA. CA reinstated the decision of the LA.

Nacpil v. Intercontinental Broadcasting Corp. G.R. No. 144767. 379 SCRA 653. 21 March 2002. Kapunan, J.

Facts. Petitioner Nacpil was the Comptroller and Assistant Manager of respondent IBC. He was allegedly appointed as such by IBC’s General Manager. It is, however, settled that his appointment had been subsequently approved by IBC’s Board of Directors. Notably, IBC’s bylaws provide: “the officers of the corporation shall consist of x x x and such other officers as the Board of Directors may from time to time does fit to provide for. Said officers shall be elected by majority vote of the Board x x x” Nacpil filed for illegal dismissal and non-payment of benefits with the Labor Arbiter (LA). LA held for Nacpil. NLRC affirmed. CA reversed. IBC argues: LA had no jurisdiction over the case contending that Nacpil is a corporate officer. Hence, jurisdiction belongs with the SEC.[4] Nacpil argues: he is not a corporate officer but an employee and posits, among others, in support thereof that IBC’s by-laws does not even include the position of comptroller.

Issues. (1) Is Nacpil a corporate officer? (2) Does the LA have jurisdiction over the case? Held. (1) Yes. That the position of comptroller is not expressly mentioned among the officers of the IBC in the by-laws is of no moment, because IBC’s Board is empowered under Sec. 25 of the Corp. Code*5+ and IBC’s by-laws to appoint such other officers as it may deem necessary. An “office” is a creation of the charter of a corporation, while an “officer” is a person elected by the directors or stockholders. On the other hand, an “employee” occupies no office and is generally employed not by action of the directors and stockholders but by the managing officer of the corporation who also determines the compensation to be paid to such employee. As Nacpil’s appointment as comptroller required approval and formal action of IBC’s Board of Directors to become valid, it is clear therefore that Nacpil is a corporate officer. (2) No. Under PD 902-A, Sec. 5(c), “controversies in the x x x appointment of *corporate+ officers x x x” are within the exclusive jurisdiction of the SEC. As Nacpil is a corporate officer, it is clear that his dismissal may be the subject of a controversy cognizable by the SEC.[6]

The Certificates of Registration of the North and South Assocs. were cancelled and LGVHAI was recognized as the sole homeowner’s association in the subdivision. Issue. Did the failure of LGVHAI to file its by-laws within one month from the date of its incorporation as prescribed by Section 46 of the Corp. Code have the effect of its automatic dissolution? Held. No. The word "must" in a statute x x x is not always imperative. The deliberations of the Batasang Pambansa demonstrates clearly that automatic corporate dissolution for failure to file the by-laws on time was never the intention of the legislature. Moreover, taken as a whole x x x Section 46 reveals the legislative intent to attach a directory x x x meaning for the word "must" in the first sentence thereof. x x x [T]he second paragraph of the law allows the filing of the by-laws even prior to incorporation. This x x x rules out mandatory compliance with the requirement of filing the by-laws "within one (1) month after x x x notice of the issuance of its certificate of incorporation x x x ." It necessarily follows that failure to file the by-laws within that period does not imply the "demise" of the corporation. The adoption of by-laws is a matter of practical, if not one of legal, necessity. x x x The mere fact x x x of the existence of power in the corporation to adopt by-laws does not ordinarily and of necessity make the exercise of such power essential to its corporate life, or to the validity of any of its acts. PD 902-A, Sec 6(1) provides that the SEC possess the power “to suspend, or revoke, after proper notice and hearing, the franchise or certificate of registration of corporations x x x upon any of the grounds provided by law, including x x x failure to file by-laws within the required period. [Thus, t]here is no outright "demise" of corporate existence. Proper notice and hearing are cardinal components of due process in any democratic institution, agency or society.

Loyola Grand Villas Homeowners (South) Assoc., Inc. v. CA, et al. G.R. No. 117188. 276 SCRA 681. 7 August 1997. Romero, J. China Banking Corp. v. CA, and Valley Golf and Country Club, Inc. Facts. Loyola Grand Villas Homeowners Assoc., Inc. (LGVHAI) was registered as the sole homeowner’s association in Loyola Grand Villas. It was organized on Feb 8, 1983 but was unable to file its corporate by-laws. Sometime in 1989, its officers discovered that there were two other homeowner’s organizations in the subdivision: the North Assoc. and the petitioner South Assoc. It appears that LGVHAI has been automatically dissolved for its failure to submit its by-laws pursuant to Sec. 46 of the Corp. Code.[7] The officers of LGVHAI lodged a complaint with the Home Insurance and Guaranty Corp. (HIGC) and obtained favorable ruling. G.R. No. 117604. 270 SCRA 503. 26 March 1997. Kapunan, J.

Facts. Calapatia pledged his stock in respondent VGCCI to petitioner CBC to secure his loans with the latter. The deed of pledge executed in CBC’s favor was duly recorded in VGCCI’s corporate books. Calapatia failed to pay his loan obligation. CBC petitioned for extrajudicial

a Voting Trust[8] Agreement between ALFA and Development Bank of the Phils. 19 May 1950. G. CA. longer directors/officers of ALFA considering Sec 23 of the Corp. et al. VGCCI informed CBC of its inability to accede to the request in view of Calapatia's unsettled accounts with the club. The complaint prays for judgment requiring Santos to. v. the Board may order his x x x share sold to satisfy the claims of the Club. It emerged as the highest bidder and was issued the corresponding certificate of sale. manager and treasurer thereof. there is improper service of summons on ALFA through the petitioners. 205 SCRA 725. No. filed a third party complaint against Alfa Integrated Textile Mills (ALFA). Is CBC bound by the by-laws of VGCCI? Held. No. Issue.” VGCCI maintains that CBC is bound by its by-laws arguing that CBC had actual knowledge of its by-laws when CBC foreclosed the pledge and when CBC purchased the pledged stocks. The lower court dismissed the complaint for. . The petitioners ceased to be directors. one.R. et al. No. At the SEC. Petitioners are minority stockholders of the Vitali Lumber Co. Thus. disposed of all their shares through assignment and delivery in favor of the DBP. No. what is material is the legal title to. and [the corporation]. Do petitioners have a cause of action against Santos? Held. VGCCI anchors its prior right over the subject stock on a provision of its by-laws: “after a member shall have been posted as delinquent. and the legal title thereto on the other hand. Petitioners filed a complaint for damages against Santos for mismanagement of the corporate affairs and misuse of corporate assets which caused the complete ruin of the corporation and total depreciation of its stocks. Thus when CBC requested that a new certificate of stock be issued in its name. Jr. so that the suit for the damages claimed should be by the corporation rather than by the stockholders.R. Lee and Lacdao v. Evangelista.. The facts of this case show that the petitioners. lack of cause of action. Yes. Summons on ALFA was served through petitioners. CBC’s belated notice of said by-laws at the time of foreclosure will not suffice. J. on the one hand. Facts. At the time. Pursuant to the Agreement. Santos holds majority of the capital stock and is the president. Petitioners were previously directors and the president and vicepresident of ALFA.foreclosure and requested VGCCI to transfer the pledged stock in its name. Notwithstanding. VGCCI replied it has already been sold. in turn. CBC sought to cancel the latter sale and have a new certificate of stock issued in its name. in this case. the petitioners ceased to own at least one share standing in their names on the books of ALFA as required under Sec 23 of the Corp Code. The injury complained of is primarily to the corporation. pay petitioners the value of their respective participation in said assets. Code: “ x x x Any director who ceases to be the owner of at least one (1) share of the capital stock of the corporation of which he is a director shall thereby cease to be director. the third party must have acquired knowledge of the pertinent by-laws at the time the transaction or agreement between said third party and the shareholder was entered into. J.. 86 SCRA 387. In order to be eligible as a director [under Sec 23 of the Corp Code]. the stock as appearing on the books of the corporation. VGCCI sold Calapatia’s stock at public auction for his failure to settle his accounts with it (monthly dues). and the distribution among them of part of the corporate assets before the . by virtue of the voting trust agreement executed. at the time the pledge agreement was executed. Did the Voting Trust Agreement deprive petitioners of their right to qualify as directors? Held. not beneficial ownership of. A complaint for a sum of money was filed against respondents who. 4 February 1992. i]t is the generally accepted rule that third persons are not bound by by-laws. as trustee.” Issue. among others. Reyes. Gutierrez. the petitioners transferred to the trustee (DBP) the right to “vote upon the shares” and “in that respect the same powers as owners of the equitable as well as the legal title to the stock”. (DBP) had already been executed. Inc.. [A third person] is not privy to the contract created by the by-laws between the shareholder . The stockholders may not directly claim those damages for themselves for that would result in the appropriation by. Santos G. except when they have knowledge of the provisions either actually or constructively. Petitioners thus claim that there was improper service of summons on ALFA as they are no Facts. Issue. Consequently. The execution of a voting trust agreement may create a dichotomy between the equitable or beneficial ownership of the corporate shares of stockholders. . i]n order to be bound. [Concededly. CBC proceeded to foreclose the pledge. L-1721.. Subsequently. x x x [However. 93695.

if the officers of the corporation. Inc. de la Osa Facts. The Corporation Code establishes the procedure and other formal requirements a corporation needs to follow in case it elects to dissolve and terminate its structure voluntarily where no rights of creditors may be prejudiced (see Sec. Facilities Management Corp. In the present case. SEC denied the motion.dissolution of the corporation and the liquidation of its debts and liabilities.[10] Issue. L-38649. In other words. CA affirmed. the Club had already dissolved its corporate existence. Petitioner Catuira is its Philippine agent with authority to execute therefor employment contracts and receive therefor legal services from processes of the Philippine courts of justice. 86 SCRA 131. Petitioner Facilities Management Corp. Puno. the action is susceptible of being converted into a derivative suit for the benefit of the corporation by a mere change in the prayer. No proof was offered by petitioners with regard to the notice and publication requirements as well as the proof of the board member’s certification. 371 SCRA 508. 5 December 2001. respondents Sps. The SEC Order of Dissolution was never submitted as evidence. Later. 118. 142924. et al. No. Is FMC doing business in the Philippines so that the service of summons upon Catuira. Subsequently. Summons was served upon Catuira. petitioners have brought the action not for the benefit of the corporation but for their own benefit. refuse to sue. No. (1) Was the Club dissolved already at the time the complaint was filed? (2) Does the SEC have jurisdiction over the case? Held. The present conflict arose from this relation of the parties. there can be no intra-corporate dispute over which the SEC may exercise jurisdiction. Petitioners argue: at the time the complaint was filed. Code). its agent.R. then in that case any one of the stockholders is allowed to bring suit. CA and Sps. who are the ones called upon to protect their rights. They sought to have their expulsion declared illegal and also to have the amendments to the Club’s by-laws declared a nullity. He filed a complaint for the recovery of unpaid overtime pay and night shift premiums. filed a complaint with the SEC against petitioners—the Club’s President and Vice President—for allegedly being summarily stripped of their lawful membership without due process of law. vested the trial court with jurisdiction? .*9+ Vesagas v. within the SEC’s jurisdiction. Notably. which is the real party in interest. Petitioners moved to dismiss on the ground that the SEC lacks jurisdiction over the subject matter. Corp. however. CA. Issues. (the Club) made amendments to its by-laws. Makasiar. USA. FMC moved to dismiss on the ground of lack of jurisdiction. v. it is a derivative suit brought by a stockholder as the nominal party plaintiff for the benefit of the corporation. (1) No. furthermore. But while it is to the corporation that the action should pertain x x x. 26 March 1979. Raniel. namely. Thus. J. something which cannot be legally done. G. These requirements should have been strictly complied with. the legality of the expulsion from membership of the Sps. so that such damages as may be recovered shall pertain to the corporation. The Luz Village Tennis Club. its Board of Trustees resolved to continue to consider the Club as a nonregistered or non-corporate entity and just a social association for the purpose of playing tennis. Respondent de la Osa was an employee of FMC. Raniel G. Raniel and the validity of the amendments in the club’s by-laws are.R. (FMC) is a foreign corporation domiciled in Wake Island. The subject of the complaint. J. The present dispute is intra-corporate in character. Facts. (2) Yes. Parties here involved are officers and members of the Club. But in that case it is the corporation itself and not the plaintiff stockholder that is the real party in interest. claiming it cannot be sued in the Philippines because it is not doing business in the Philippines. members in good standing of the Club hitherto. or where a demand upon them to file the necessary suit would be futile because they are the very ones to be sued or because they hold the controlling interest in the corporation..

respondents Mangaliman brothers manufactured and sold “Mentholiman”. if a foreign corporation not [doing] business in the Philippines is not banned from seeking redress from courts in the Philippines. MCI. And.R. The object of Sec. Mangaliman. Facts. No. 123 SCRA 144. MCI does not have a license to do business in the Philippines.[11] The lack of registration cannot be taken to mean that the insurance contracts made were void such that no suits could be prosecuted on them in any court. Gutierrez. v. Jr. CA reversed holding that MCI is engaged in business in the Philippines without a license and. to that extent. CFI ruled for MCI. HIC brought suits against respondents to recover what it has paid. Inc. the lack of capacity to sue at the time of the . G. Clearly. Does HIC have the capacity to sue in Philippine courts? Held. 27 June 1941. Yes. However. Respondents were liable for breach of contract of carriage covering a shipment of coils of Black Hot Rolled Copper Wire Rods. “Mentholatum” is the registered trademark for the medical salve manufactured by petitioner Mentholatum Co.. in this case. among others. MCI did it itself. However. No. Indeed. May MCI prosecute the action? Held. L-47701. Yes. Later. but has obtained] an isolated order for business from. has been doing business in the Philippines by selling its products here. Eastern Shipping Lines. MCI sued for trademark infringement and unfair competition. at the time it filed the complaints. Mentholatum Co. Issue. G.R. The Home Insurance Co. through its agent. a fortiori. (Philam DC) as its exclusive distributing agent in the Philippines. J. Philam DC. (HIC) paid their customer pursuant to the insurance policy it had with said customer covering the shipment. being a foreign corporation doing business in the Philippines without the required license. the opening of liaison offices. (MCI). “Doing business” implies a continuity of commercial dealings and arrangements. thus. HIC did not have a license to do business in the Philippines. MCI is a Kansas corporation with PhilippineAmerican Drug Co. The Corporation Law must be given a reasonable interpretation which does not hamper the development of trade relations and which fosters friendly commercial intercourse among countries. It follows that whatever transactions Philam DC had executed. Inc. in view of the law. et al. J. The true test in determining whether a foreign corporation is “doing business” seems to be whether such corporation is continuing the body or substance of the business or enterprise for which it was organized or whether it has substantially retired from it and turned it over to another. Laurel. Pursuant to its right of subrogation. it has already obtained the necessary license. No. Thus. execution of the insurance contracts must be deemed to have been cured by the subsequent registration. it may not maintain the suit. it may not prosecute this action. Catuira was a liaison officer of FMC. that same corporation cannot claim exemption from being sued in Philippine courts for acts done against a person in the Philippines.. v.Held. and contemplates. “Doing business” includes. 20 July 1983. MCI. The requirement of registration affects only the remedy. also a medical salve. et al. Facts. At the time the insurance contracts were executed. It was never the purpose of the Legislature to exclude [a foreign corporation not doing business in.. L-34382. The complaints were dismissed on the ground that HIC failed to prove its capacity to sue. and in progressive prosecution of. the purpose and object of its organization. 73 Phil 524. Issue.. et al. the object of the Corporation Law was to prevent [a foreign corporation from doing business in the Philippines] without taking the steps necessary to render it amenable to suit in the local courts. the Philippines from securing redress in the Philippine courts. the performance of acts or works or the exercise of some of the functions normally incident to. Notably. 69 of the Corporation Law was to subject the foreign corporation doing business in the Philippines to the jurisdiction of our courts. Petitioner The Home Insurance Co.

118843. (HPPL). SBMA nonetheless commenced the rebidding. respondent Enriquez. Issue. 6 February 1997. Ltd. Stokely then entered a third transaction with petitioners whereby the latter were to sell crude coconut oil to it at a discounted rate. RTC dismissed the complaint.. May Eriks prosecute the action? Held.600. Ltd. was actually carried out in the progressive prosecution of commercial gain and the pursuit of the purpose and object of its business. the Facts.R. (Stokely) is a corporation organized and existing under the laws of Indiana. Hutchison Ports Phils.R. which are part and parcel of its main product line. G.. J. Facts. CA and Enriquez. Stokely opted to enter into a second transaction where petitioners were to buy back the crude coconut oil in an amount which will earn Stokely a profit equivalent to its loss of US$103. its grant and extension of 90-day credit terms to Enriquez for every purchase made. HPPL is doing business in the Philippines without the requisite license. unarguably shows an intention to continue transacting with Enriquez.Eriks Pte. One of the bidders[16] appealed to the Office of the President (OP). 131367. winning bidder. No. It must be held to be incapacitated to bring this petition. 31 August 2000. Gutierrez. this petition for injunction. HPPL filed a complaint with the RTC for specific performance.[13] CA affirmed.[14] The sale by Eriks of the goods. Enriquez failed to settle his account. credit is extended only to x x x those on whom there is an intention to maintain long-term relationship. More than the sheer number of transactions entered into. Inc.. Inc. It is thus barred access to our court system.R. The series of transactions in question could not have been isolated or casual transactions. 276 SCRA 576. Petitioners failed to deliver so Stokely covered its coconut oil needs in the open market and sustained a loss of US$103. J. No. Respondent Subic Bay Metropolitan Authority (SBMA) conducted a bidding for the development and operation of a modern marine container terminal within the Subic Bay Freeport Zone. mandatory injunction and damages. G. v. holding that Eriks is barred from prosecuting the action under Sec. Issue. Instead of making an outright demand on petitioners. (Eriks) is a Singaporean corporation. v. CA. Eriks filed a collection suit. SBMA resolved to award the winning bid to petitioner Hutchison Ports Phils.A. It has no license to do business in the Philippines. the OP directed the SBMA to refrain from signing the Concession Contract with HPPL and to conduct a rebidding. A single act or transaction may be considered as “doing business” when a corporation performs acts for which it was created or exercises some of the functions for which it was organized. et al. L-61523. Ltd. made 16 purchases of goods from Eriks on 90-day credit terms. a clear and unmistakable intention on the part of Eriks to continue the body of its business in the Philippines is more than apparent. Petitioners again failed to pay. HPPL moved for maintenance of status quo which was denied. Ltd. et al. v. SBMA. Petitioner Eriks Pte. Facts.600. Pursuant to the directive from the OP. Notwithstanding. U. since in the usual course of commercial transactions. Participating in the bidding process constitutes “doing business” because it shows the foreign corporation’s intention to engage in business here.. Eriks is doing business in the Philippines without the requisite license. Jr. SBMA conducted a reevaluation. No. No. Hence. Panganiban. 31 July 1986.[12] It does not have license to do business in the Philippines. 133 of the Corporation Code. Ynares-Santiago. for even a singular act cannot be merely incidental or casual if it indicates the foreign corporation’s intention to do business. The bidding for the concession contract is but an exercise of the corporation’s reason for creation or existence. J. No. The amount or volume of the business is of no moment. In a period of 5 months. It purchased from Comphil (control of which now belongs to petitioners) 500 long tons of crude coconut oil. HPPL was still selected the . Does HPPL have the legal capacity to sue? Held.[15] Antam Consolidated. Jr.S. Further. G. Respondent Stokely Van Camp. Jr. The legal capacity of HPPL to sue is impugned for doing business in the Philippines without a license. et al.

v. It had no license to do business in the Philippines. The Sps. it would be inequitable for the Sps. This doctrine of estoppel to deny corporate existence applies to foreign as well as to domestic corporations.). Corp. et al. Lara G.R. The Sps. When the VAASA expired.total amount of such discount also being equivalent to its loss. Narvasa. No. which are by their nature. doing business in the Philippines without a license. being a foreign corporation doing business in the Philippines without a license. Agilent sued. Merrill Lynch Futures. No. CA and Sps. Lara impugn ML FUTURES' capacity to sue them in Philippine courts? Held." It can be deduced that in reality. 24 July 1992. Petitioner Merrill Lynch Futures. either as a seller or buyer. U. Issue. Stokely does not need to obtain a license to do business to have capacity to sue.. Lara refused to settle. Integrated Silicon Technology Phils. there was only one agreement between the petitioners and Stokely. Being a foreign corporation not doing business in the Philippines. the Sps. The rule is that a party is estopped to challenge the personality of a corporation after having acknowledged the same by entering into a contract with it. HP-Singapore was to consign raw materials to Integrated Silicon. whereby it acted as the latter's broker for the purchase and sale of futures contracts in the U. Assuming that the Sps. ML FUTURES filed a collection suit. Facts.A. 154618. Orders were transmitted through the facilities of its agent corporation[17] for four or so years. Agilent is a foreign corporation. Petitioners still failed to deliver. and pay Integrated Silicon the purchase price of the finished products. among others. Integrated Silicon impugned Agilent’s legal capacity to sue for. Petitioners argue: Stokely has participated in three transactions. May the Sps. No. Yes. chiefly in cases where such person has received the benefits of the contract x x x. Facts. Agilent Technologies Singapore (Pte.). Does Stokely have the legal capacity to sue? Held. Hewlett-Packard Singapore (HP-Singapore) entered into a Value Added Assembly Services Agreement (VAASA) with respondent Integrated Silicon Technology Phils.S. ML FUTURES entered into a Futures Customer Agreement with respondents. (Integrated Silicon). 97816. G. (ML FUTURES) is a futures commission merchant organized and existing under the laws of Delaware. transport machinery to the plant of Integrated Silicon. Stokely filed a collection suit. among others. Lara were aware from the outset that ML FUTURES had no license to do business in this country. CA affirmed. J. The three seemingly different transactions were entered into by the parties only in an effort to fulfill the basic agreement and in no way indicate intent on the part of Stokely to engage in a continuity of transactions with petitioners which will categorize it as a foreign corporation doing business in the Philippines. Ltd (Agilent). Ynares-Santiago. which is not licensed to do business in the Philippines. ML FUTURES allege: from the outset. Lara to evade payment of an otherwise legitimate indebtedness due and owing to ML FUTURES upon the plea that it should not have done business in this country in the first place. . Lara moved to dismiss on the ground of ML FUTURES’ lack of capacity to sue for. 14 April 2004.R. HP-Singapore’s rights and obligations to the VAASA were later assigned to petitioner Agilent Technologies Singapore (Pte.S. Inc. Integrated Silicon was to locally manufacture and assemble fiber optics for export to HP-Singapore. RTC granted the motion. Petitioners impugn Stokely’s legal capacity to sue for being a foreign corporation doing business in the Philippines without a license. it appeared Integrated Silicon refused to return to Agilent its equipment. the Sps. Lara knew and were duly advised it did not have a license to do business in the Philippines. Issue. machineries and materials. C. Under the VAASA. Lara received benefits generated by their business relations with ML FUTURES. The last 3 transactions had resulted in a loss. The principle will be applied to prevent a person contracting with a foreign corporation from later taking advantage of its noncompliance with the statutes. Inc. Lara. There would seem to be no question that the Sps. Ltd. J. The transactions entered into by Stokely with petitioners are not a series of commercial dealings which signify an intent on the part of Stokely to do business in the Philippines but constitute an isolated one which does not fall under the category of "doing business. v. in the pursuit of the purpose and object for which it was organized. Corp. a domestic corporation.

it does not need a license before it can sue before our courts. the products were considered sold. 281 SCRA 232. One of PSE’s main concerns. No. As such. without doing any specific commercial act within the territory of the importing country. 27 October 1997. G. Van Zuiden Bros. PSE v. GTVL Manufacturing Industries. v. Inc. Agilent’s activities in the Philippines were confined to (1) maintaining a stock of goods in the Philippines solely for the purpose of having the same processed by Integrated Silicon. had the obligation to deliver the goods to the Philippines to GTVL. Questions of policy and of management are left to the honest decision of the . Inc. a corporation. (ZUIDEN) is a Hong Kong corporation without license to do business in the Philippines.R. is still the generation of profit for its stockholders. the sales of lace products were consummated in Hong Kong. Inc. CA held: the SEC had jurisdiction and authority to look into the decision of PSE for the purpose of ensuring fair administration of the exchange pursuant to Sec. To be “doing business in the Philippines" for purposes of Sec. GTVL failed and refused to pay the agreed purchase price for several deliveries. the State will generally not interfere with the same. (GTVL)—a domestic corporation. Marcos and his family who claim PALI’s properties to be part of the Marcos estate. CA affirmed. J.[19] B. 147905. the foreign corporation must actually transact business in the Philippines on a continuing basis in its own name and for its own account. As to its corporate and management decisions. This is not to say. including lace products. Petitioner B. The PSE has all the rights pertaining to corporations. 125469. Does Agilent have legal capacity to sue? Held. Carpio. RTC dismissed the case for ZUIDEN’s lack of capacity to sue. therefore.. issues and circumstances surrounding PALI’s ownership over its assets that adversely affect the suitability of listing PALI’s shares in the stock exchange. it received objections from the representative of the late Pres.R. the purchased goods are delivered to Kenzar. cannot be deemed as doing business in the importing country. Does ZUIDEN have the legal capacity to sue in Philippine courts? Held.[21] Issue. Thus. G. after all.[18] In the case at bar. 133 of the Corp. in turn. Inc. J. As PSE was considering PALI’s application. SEC and Puerto Azul Land. Thus. however. Upon Kenzar’s receipt of the goods. a Hong Kong company based in Hong Kong. Yes. No. Torres Jr. Facts. GTVL purchased lace products from it on several occasions. The mere act of exporting from one’s own country. ZUIDEN filed a complaint for a sum of money against respondent GTVL Mnfg. ZUIDEN is not doing business in the Philippines.6(j) and 38(b) of PD 902-A. Therefore.. Issue. Van Zuiden Bros. Ltd. may be traded or not in the stock exchange. including shares of stock. We find no single activity which ZUIDEN performed here in the Philippines pursuant to its purpose and object as a business organization. there is no basis for ruling that ZUIDEN is doing business in the Philippines. No. 28 May 2007. Agilent cannot be deemed to be "doing business" in the Philippines. it needed no license before it can sue before our courts. This is in line with the SEC’s mission to ensure proper compliance with the laws. CA affirmed. Does SEC have the jurisdiction and authority to reverse the decision of the PSE? Held. Facts. that the PSE’s management prerogatives are under the absolute control of the SEC. Yes. Agilent is not doing business in the Philippines. PSE is. ZUIDEN alleged in its complaint: it is engaged in the importation and exportation of several products. CA. among others. Per instructions of GTVL. Code. and (2) consignment of equipment with Integrated Silicon to be used in the processing of products for export. Ltd.[20] PSE rejected PALI’s application on the ground of the existence of serious claims. Respondent Puerto Azul Land.Issue. as such. Industries. We affirm that the SEC is the entity with the primary say as to whether or not securities. Kenzar. (PALI) sought to course the trading of its shares through the petitioner PSE. holding that it was doing business in the Philippines without a license. SEC ruled in favor of PALI and ordered PSE to cause the listing of the PALI shares..

and cursorily ruled that the postdated checks issued by ASBHI do not constitute securities under the RSA. The purpose of the RSA. G.officers and directors of a corporation. The checks would mature in 30 to 45 days. the lenders would renew the loans. the . Thus.R. financial or non-financial entity…. at the very least. Held. Issue. either collecting only the interest earnings or rolling over the same with the principal amounts. among others. Respondents are the President and Senior VP-Treasurer of ASB Holdings. It borrows funds from individual investors. is to give adequate and effective protection to the investing public against fraudulent representations. It is one thing for a corporation to issue checks to satisfy isolated individual obligations. Yes. SEC conducted an investigation. Issue.[23] Respondent SEC received two letters inquiring into the legitimacy of Power Homes’ network marketing. 12 September 2008. Puno. ordered the dismissal of the criminal cases. Petitioners. for a contrary ruling was not to the best interest of the general public as there is serious doubt on the integrity of PALI as a stock issuer. SEC found Power Homes to be engaged in the sale or offer for sale or distribution of investment contracts without registering them in violation of Sec. CA. ASBHI runs the following modus operandi. 161057. and the imposition of worthless ventures. (Power Homes) is a marketing company that promotes and facilitates sales of real properties and other related products of real estate developers through effective leverage marketing. (ASBHI). No. offer or distribution of the securities. Thus. the SEC may exercise such power only if PSE’s judgment is attended by bad faith. et al. In 1998. An investment contract is defined in the SRC Rules as a "contract.1 of the SRC. and the courts are without authority to substitute their judgment for the judgment of the board directors. J. Tinga. 164182. whereupon. Power Homes Unlimited Corp. On the maturity of the checks. SEC G. filed a complaint for. No. v. a prima facie case has been established. ASBHI filed for rehabilitation and receivership. and another for a corporation to execute an elaborate scheme where it would comport itself to the public as a pseudo-investment house and issue postdated checks instead of stocks or traditional securities to evidence the investments of its patrons. an investor enrolls to be entitled to recruit other investors and to receive commissions from the investments of those directly recruited by him. they most definitely take on the attributes of traditional stocks.J. The board is the business manager of the corporation. SEC thus issued a CDO enjoining Power Homes and any and all persons claiming and acting under their authority from further engaging in the sale. Petitioner Power Homes Unlimited Corp. and so long as it acts in good faith. financial or non-financial entity. 26 February 2008. two of the many individual lenders of ASBHI. and obtained an order enjoining it from paying its outstanding liabilities. The accumulated amount received by the investor comes primarily from the efforts of his recruits. 8.R. transaction or scheme (collectively ‘contract’) whereby a person invests his money in a common enterprise and is led to expect profits primarily from the efforts of others. PSE was in the right when it refused PALI’s application. In 2000. after all. notwithstanding the regulatory power of the SEC over the PSE. its orders are not reviewable by the courts. Has a prima facie case been established against respondents to warrant their prosecution for the offense? Facts. Facts. or false promises. CA upheld the CDO. In this case. ASBHI borrowed funds from about 700 individual investors amounting to close to P4 billion. The SOJ directed the filing of information for violation of the prohibition against the sale or offer for sale of unregistered securities under the RSA.” A check is a commercial paper evidencing indebtedness of any person. The definition of “securities” set forth in the RSA includes “commercial papers evidencing indebtedness of any person. Does the business of Power Homes constitute an investment contract? Held. and the resultant authority to reverse the PSE’s decision in matters of application for listing in the market.[22] CA reversed. C. violation of the RSA. Yes. Since the checks in this case were generally rolled over to augment the creditor’s existing investment with ASBHI. While the question of whether the subject checks fall within the classification of securities under the RSA may still be the subject of debate." Under Power Homes’ scheme. Inc. Gabionza and Tan v. and issues 2 postdated checks in exchange—one representing the principal amount and the other covering the interest thereon.

National Life Insurance Co. 53% total ownership of the same. Facts. v. petitioner PASTRA[25] increased its transfer processing fees from P45 to P75 and then to P100 in span of 5 months. the express powers granted to it (SRC Sec. This gave Cemco 36% indirect ownership of UCC. As a regulatory agency. Tender offer is in place to protect minority shareholder against any scheme that dilutes the share value of their investments. because it would become powerless to regulate and implement the law. 40[26] of the RSA only lays down the general powers of the SEC to regulate and supervise the corporate activities of organizations connected with the securities market. Union Cement Holdings Corp. J. 19 thereof.scheme constitutes an investment contract which must be registered with SEC before its sale or offer for sale or distribution to the public. (UCC).1(n)). Sec. investigate or supervise the activities of persons to ensure compliance with the SRC (SRC Sec. No tender offer for the UCC shares was made. SEC opined that there exists the possibility that the act or practice may cause grave or irreparable injury to the investing public if left unrestrained. SEC issued a CDO against PASTRA and fined the same for violating its previous orders. 5. SEC ruled in NLIC’s favor. SEC conducted a hearing. Issues. Facts.03% of the stocks of Union Cement Corp.R. 137321. or which are necessary or incidental to the carrying out of. giving Cemco now 60% ownership of UCHC.R. a minority stockholder of UCC. The major stockholders of UCHC (BCI and ACC) sold their shares in UCHC to Cemco. Control may be effected through a direct and indirect acquisition. What is decisive is the determination of the power of control. J. (Cemco) 17. G. a publicly-listed company. PASTRA argues: SEC cannot restrict its members from increasing the transfer and processing fees because there is no specific law. Allegedly to sustain financial viability of its members and to upgrade facilities. Cemco also owned 9% of the stocks of UCHC. It also may exercise such powers which may be implied from. (NLIC). of Stock Transfer and Registry Agencies. and when this takes place. 7 August 2007. Inc. The legislative intent behind the tender offer rule makes it clear that the type of activity intended to be regulated is the acquisition of control of the listed company through the purchase or shares. and consequently. such as the provisions on mandatory tender offer in Sec. (2) Yes. It could not justify SEC’s interference in management prerogatives. This is the legislative intent of Sec. 171815. Cemco argues: (1) SEC’s authority is purely administrative. rule or regulation authorizing it. PASTRA also authorized the imposition of fees from P50 to P500 for stockholder information requested by external auditors and validation of status of certificates without prior approval of the SEC. v. PASTRA alleged grave abuse of discretion on the part of SEC before the CA.[24] parties. Inc. directing Cemco to make a tender offer. CA dismissed PASTRA’s petition. No. The SEC has the power and authority to regulate. (1) Does the SEC have the jurisdiction to require Cemco to make a tender offer? (2) Does the rule on mandatory tender offer apply to the indirect acquisition of shares in a listed company? Held.1(d)). Respondent National Life Insurance Co. 536 SCRA 61. (UCHC) owned 60. 5. it has the incidental power to conduct hearings and render decisions fixing the rights and obligations of the Phil. giving them the opportunity to sell their shares at the same price as those of the majority shareholders. thus it cannot adjudicate and issue orders granting affirmative reliefs such as commanding it to make a tender offer. 529 SCRA 355. filed a complaint with the SEC praying that the mandatory tender offer rule be applied. Quisumbing. CA G. (1) Yes. irrespective of the means. Cemco Holdings. Inc. CA affirmed. To deprive the SEC of this power would render the agency inutile.51% and petitioner Cemco Holdings. This it did notwithstanding SEC directives to desist from implementing the new rates. It gives the minority shareholders the chance to exit the company under reasonable terms. Assoc. 19 of the SRC. 15 October 2007. (2) the mandatory tender offer rule applies only to direct acquisition of shares. a tender offer must occur. Chico-Nazario. . No.

(SICD) of the SEC. Does the RTC have jurisdiction over the case? Held.R. (LSFSIPI). 47 of the RSA[28] expressly gave the SEC the power to enjoin motu proprio any such act or practice of securities-related organizations. Matsuura requested the SEC to examine the basis of the capital increase of T. is being sued in his individual capacity for the unauthorized sale of the property in controversy. Petitioners (stockholders/officers of T. Hence.[30] Orendain v.[29] This was docketed with the Prosecution and Enforcement Dept. No. Inc. The controversy involves matters purely civil in character and is beyond the ambit of the limited jurisdiction of the SEC. Orendain. Is the issue in the SICD case a prejudicial question in the PED case? Facts. at practically zero cash outlay. Inc. that petitioners falsely certified the Treasurer’s Affidavit to enable the petitioners to gain control of T. Sr. 13 August 2004. Subsequently. During the receivership. Inc. which appointed the rehabilitation receiver. 40 of the RSA.. J. has the sole power to decide the issue as to whether he acted within the scope of the vested authority. et al. Facts.. The LSFSIPI is neither an officer nor a stockholder of BF Homes. BF Homes. 40. Velasco. inter alia. that Orendain transacted in his individual capacity and therefore. Ventures. (FBO) with petitioner Orendain as Chairman. the SEC. RTC denied the motion. BF Homes filed with the RTC an action for reconveyance of the property against LSFSIPI and Orendain alleging. Petitioners moved to suspend proceedings in the PED case and/or consolidation of cases alleging that the issue in the SICD case is a prejudicial question therein. Yes. Respondent BF Homes was placed under receivership.. which falls under the jurisdiction of PED pursuant to Sec. Issue. Jr. Orendain argues: it is the SEC that has jurisdiction by virtue of PD 902-A since BF Homes’ suit was instituted against him as its former receiver. which falls under the jurisdiction of the SICD. Callejo. Thus. and this case does not involve intra-corporate proceedings. CA affirmed. The case was docketed with the Securities Investigation and Clearing Dept. Defiance was subject to administrative sanctions. 146313. PASTRA was under the obligation to comply with its orders. neither FBO nor Orendain had title to the property transferred. 141510. Ventures. the resulting stockholders’ meeting pursuant to the said notice. J. Inc.[27] Sec. and all corporate acts thereafter taken by the respondent Matsuura and the officers elected in the said meeting. The power to regulate PASTRA’s fees was included in the general power given to SEC under said Sec. while the investigation being conducted by the PED is the alleged anomalous transaction and spurious documents used in the increase in capital of T.. 902A. The issue under SICD Case is an intra-corporate dispute.. we find no cogent reason to sustain Orendain’s . Held. v.Issue. among others. G.F. Later. Issue. Rather. The proceedings in the said cases are independent and separate of each other and may thus proceed separately. Inc. There is no identity of causes of action or identity of rights asserted by the parties in both cases. In addition. G. The rehabilitation receiver appointed by the SEC was FBO Management Networks. this case involves the question of whether the SEC had the power to enjoin PASTRA’s planned increase in fees after the SEC had determined that said act if pursued may cause grave or irreparable injury or prejudice to the investing public.) instituted a petition with the SEC against respondent Matsuura (Chairman of the Board of Directors of T.F. Does the SEC have the power to issue the CDO? Held. 31 October 2006. et al. the seller. Ventures. BF Homes. this case involves not whether PASTRA’s actions pertained to such management prerogatives or whether PASTRA acted in good faith. While the SEC is indeed without authority to substitute its judgment for that of the corporation’s board of directors on business matters so long as the board acts in good faith. Orendain moved to dismiss on the ground that the RTC had no jurisdiction.F. Ventures. (PED) of the SEC. No. Morato. As a securities-related organization under the jurisdiction and supervision of SEC by virtue of Sec. devices and misrepresentations in violation of the law. Ventures. executed a Deed of Sale conveying a parcel of land to the Local Superior of the Franciscan Sisters of the Immaculate Phils.R. 8 of PD No. No.) and others for the annulment of the notice of annual stockholders’ meeting. CA. Yes. alleging commission of fraudulent schemes. 506 SCRA 243. Inc. 436 SCRA 438. Inc. Inc. He alleged.F.F. represented by Orendain.

64. including election contests were transferred to the regional trial court. should be properly seen as an election controversy within the original and exclusive jurisdiction of the trial courts. Tinga. which is not the case with the CDO under Sec. The controversy falls within the contemplation of an election controversy properly within the jurisdiction of the regular courts.[32] Respondents argue: under Sec. Respondents filed a petition for certiorari with prohibition with the CA. proxies were submitted. the lifetime of the CDO under Sec. 64. 5 of PD No. 902-A. have to be made in accordance with rules and regulations issued by the SEC.3 and 64 together may leave the impression that it is grounded on all three provisions. as its fulfillment would afford the adverse party the opportunity to interpose a reasoned and intelligent appeal that is responsive to the grounds cited against it.[34] . Petitioner GSIS. but only to the election of directors or trustees. and the resulting certification of proxies in favor of the Meralco management. Facts. (1) No. the SEC’s jurisdiction over all cases enumerated in Sec. 53. Secondly. et al. This CDO Does the SEC have jurisdiction over the petition filed by GSIS? Was the CDO issued valid? Government Service Insurance System v. The power of the SEC to investigate violations of its rules on proxy solicitation is unquestioned when proxies are obtained to vote on matters unrelated to the cases enumerated under Sec. among others. In connection with the annual stockholders’ meeting of Meralco. when proxies are solicited in relation to the election of corporate directors. 16 April 2009. J. in which stockholders are authorized to participate under Sec. The citation in the CDO of Sec.5 and 64 in ratiocinating the issuance. The CDO cited SRC Sec. was distressed over the proxy validation proceedings. SEC Commissioner Martinez issued the CDO.3 is confined to a definite span of ten (10) days. the determination of the validity of the sale to LSFSIPI will necessitate the application of the provisions of the Civil Code. dismissing the [petition] filed by GSIS in the SEC for SEC’s lack of jurisdiction. 5(c) of PD 902-A that the jurisdiction of the regular courts over election contests or controversies does not extend to every potential subject that may be voted on by shareholders. Firstly. it is the SEC under SRC Sec. a major stockholder in Meralco. GSIS alleged that the information statement Meralco had filed with the SEC in connection with the annual meeting did not contain any proxy form as required by AIRR-SRC Rule 20 (“The Proxy Rule”). annul and declare invalid proxies in favor of the private respondents. 24 of the Corporation Code. 5. 53. 53. corporate officers of Meralco (respondents). 53. and the reason for the decision rendered. 5. the body or tribunal must "render its decision in such a manner that the parties to the proceeding can know the various issues involved. The CDO under Sec. GSIS filed an Urgent Petition with the SEC seeking to.[35] This.1. the resulting controversy. CA ruled in favor of respondents. is legally impermissible. Notwithstanding the CDO. Meralco announced it would push through with the meeting opining that the CDO is null and void.[31] Issues. In administrative proceedings. and concluding that SEC’s CDO and SCO are thus void ab initio. No. the error of the SEC in granting the CDO without stating which kind of CDO it was issuing is unpardonable. CA. Sec. G. However. an election contest includes any controversy or dispute involving the validation of proxies. 183905." This requirement is vital. 53. 5. (1) (2) Held. SEC issued a Show Cause Order (SCO) against respondents ordering them to explain why they should not be cited for contempt.1.[33] And under Rule 6. following SRC Section 20.1. GSIS also prayed for the issuance of a Cease and Desist Order (CDO) to restrain the use of said proxies during the annual meeting. 2 of the Interim Rules on Intra-Corporate Controversies. the CDO granted with respect thereto is necessarily invalid.manifestation that the resolution of the instant controversy depends on the ratification by the SEC of the acts of its agent or the receiver because the act of Orendain was allegedly not within the scope of his authority as receiver.1 that has the jurisdiction to investigate alleged violations of the rules on proxy solicitations.2 of the SRC. however.R. even if it ostensibly raised the violation of the SEC rules on proxy solicitation. (2) No. The linchpin in deciding the question is whether or not the cause of action of GSIS before the SEC is intimately tied to an election controversy. 5 of PD 902-A. since the SEC had no jurisdiction over the petition filed by GSIS. GSIS argues: since proxy solicitations. Even more crucially.3 is premised on distinctly different requisites than the CDO under Sec. That the proxy challenge raised by GSIS relates to the election of the directors of Meralco is undisputed. as it is an act that contravenes due process of law. among others. Furthermore. It is evident under Sec.

500 shares of Speed. its officers and partners. (BBCHI). No. CA agreed that the case involved an intra-corporate controversy but in the light of the enactment of the SRC. by only by one commissioner likewise renders the order fatally infirm. of land in Boracay owned by Sumndad. Issue. 5.m.75% of Leslim and only 10 of the 12. Sumndad filed a petition for certiorari with the CA. in effect. v. much less apparently deliberated upon. Both elements of an intra-corporate controversy are absent. (Leslim) executed a deed of absolute sale in favor of petitioner Speed Distributing Corp.. 17 March 2004. he alleged: “In so allowing another person to have absolute and uncontrolled x x x management x x x of the x x x facilities of [BBCHI] without any corresponding financial return x x x and the misappropriation by said third party of the income x x x [BBCHI] has. jurisdiction therefor now belongs to the RTC. the main issue is whether or not he is entitled to collect the loan and not whether or not he was defrauded by BBCHI. ipso facto. Harrigan and Boracay Beach Club Hotel. For the development of the resort. Quisumbing. RTC ruled in favor of Harrigan. Harrigan brought suit in the RTC for collection of money. No.[37] Sumndad v. et al. Petitioner Sumndad and respondent Harrigan entered into a joint venture agreement to establish and develop a first-class tourist resort on 3. G. business associates. Yes. J. Inc. Harrigan acquired 40% of the authorized capital stock of BBCHI. Facts. the SEC has original and exclusive jurisdiction to hear and decide cases involving devises or schemes employed by or any acts of the Board of Directors. 425 SCRA 691. Thirdly. Few months later. 12 April 2002. The land was then assigned to defendant Boracay Beach Club Hotel. Within the context of the complaint. 381 SCRA 8. Under PD 902-A. the said phrase can only mean “to the prejudice of creditors” and not to the devises or schemes tantamount to fraud and misrepresentation contemplated in PD 902-A. J. Pastor Lim died intestate and was survived by his wife (respondent Rufina). among others. including *Harrigan+”. 53. BBCHI did not pay despite repeated demands. . Sec. Harrigan made several advances or loans in favor of BBCHI amounting to a total of P8M plus interests.000 sq. Does the case involve an intra-corporate controversy? Held. Leslim Corp. (Speed) which covered a parcel of lot at Diliman. in fraud of creditors. However. Callejo. 132358. Sr. 149351. Secondly. Does the RTC have jurisdiction over the subject matter of the case? Held. Rufina has never been a stockholder of either Leslim or Speed. the case does not involve an intra-corporate controversy.. Quezon City. a remedy not expressly afforded to the CDO under Sec. but she was subsequently declared in default. throw the case within SEC’s jurisdiction. but was dismissed. RTC dismissed the complaint[38].R.R. and other compulsory heirs. Pastor owned 79. Jurisdiction belongs to the SEC. Sec. Issue.[40] Firstly. In his amended complaint. and each of the members has one vote to cast in every deliberation concerning a case or any incident therein that is subject to the jurisdiction of the SEC. The determination of whether a contract is simulated or not is an issue that could be resolved by applying pertinent provisions of the Civil Code. necessarily.[39] CA remanded the case to the RTC to hear the complaint on the merits. Sumndad moved to intervene and was allowed. It acts through a five-person body. from the totality of the complaint filed by Harrigan. Rufina filed a complaint against Speed and petitioners with the RTC for the nullification of the said deed of sale alleging that the same is simulated and that it was a scheme resorted to by petitioners in divesting Leslim of real property so as to gain control of the estate of Pastor.under Sec. amounting to fraud and misrepresentation which may be detrimental to the interest of the public and/or to the stockholders. thereby depriving her of her conjugal share as well as her own share in her husband’s own estate. Inc.[36] The mere use of the phrase “in fraud of creditors” does not. disposed of x x x and/or wantonly x x x dissipated x x x corporate properties and funds. The SEC is a collegial body composed. if the nature of the controversy involves matters that are purely civil in character. CA and Rufina Lim G. 5.3. No. Speed Distributing Corp. 64 may be the object of a formal request for lifting within five (5) days from its issuance. the fact that the CDO was signed. and further ruled that the action involved an intracorporate controversy over which the SEC had jurisdiction. Sumndad argues: RTC has no jurisdiction over the subject matter of the case because the complaint alleges fraud committed by BBCHI against complainant Harrigan who is a stockholder thereof. Facts.

Rivilla. The case at bar is not simply an action for the recovery of a sum of money. (CR AGRO). reasonable return on the stock ownership plan and other benefits. Whence. a promissory note was issued in the name of CR AGRO in favor of respondent Rivera. Velarde protested the computation. distinct from that of its parent company. No. SEC has jurisdiction over the case. former and vice versa. Inc. Facts. Rivera now seeks the return of his investment by CR AGRO. (the controlling stockholders and officers of CR AGRO) actually used CR AGRO as a shield to perpetrate or commit fraud and/or evade their just and valid obligation to him by issuing the promissory note in the name of CR AGRO without prior registration thereof with the SEC and by falsely representing that it was so registered. 78170. No. RTC denied. Issues. 31 July 1989. corporate officers and shareholders. 14 January 2004. Inc. et al. 419 SCRA 422.—its corporate officers and controlling . J. corporate officers and shareholders is not enough justification in the absence of fraud or other public policy considerations. Facts. No. is not the real party-in-interest. J. 5(c) of PD 902-A*42+ applies to a corporate officer’s dismissal for a corporate officer’s dismissal is always a corporate act and/or an intra-corporate controversy. will or existence of its own. moved to dismiss on the ground that it is the SEC which has jurisdiction and not the RTC. et al. CA reversed and dismissed the counterclaim. averring that the money claims arise from a labor relationship and thus are within the competence of the NLRC. and more particularly. unpaid incentives. ruling that the case is for a sum of money properly within the RTC’s jurisdiction. Velarde filed a counterclaim for unpaid salaries. A subsidiary has an independent and separate juridical personality. Agro Industrial Devt. was amenable. Inc.R. Padilla. (Sky Vision). Sky Vision then wrote Velarde. and apparently proposed that he set-off his loan obligation partially with his retirement benefits from Sky Vision. had interlocking directors. and is in fact a corporate controversy in contemplation of the Corporation Code. v. 5 of PD 902-A upon the SEC must be viewed in the light of the nature and function of the SEC under the law. Velarde argues: there is identity of interest between Lopez.Velarde v. Rivera filed a complaint with the RTC. Lopez. Inc. by Rivilla.[43] Nowhere in the pleadings and other records of the case can it be gathered that Lopez. Inc. CR AGRO defaulted on the payment. Lopez. Corp. In other words. The requisites for applying the doctrine of piercing the veil of corporate fiction were not established. Inc. IAC. holding that Lopez. The grant of jurisdiction by Sec. Inc. (1) Yes. (2) No. The question of remuneration involving a person who is not a mere employee but a stockholder and officer of the corporation is not a simple labor problem but a matter that comes within the area of corporate affairs and management. a subsidiary of respondent Lopez. hence any claim or suit against the latter does not bind the Is the subject matter of the case within the jurisdiction of the RTC? Is the piercing of the veil of corporate fiction justified? G. and Sky Vision to merit the piercing of the veil of corporate fiction. Inc. Sec. Rivera alleged that petitioners Rivilla. It springs from an investment made by Rivera with CR AGRO. G. Velarde defaulted in paying his installments. Issue. showing the computation of his retirement benefits proposed to be set-off. 153886. apparently in response to the latter’s request. Carpio-Morales. (1) (2) Held. Appellate court upheld RTC’s jurisdiction. et al. Inc. moved to dismiss the counterclaim for lack of jurisdiction. RTC denied the motion. The existence of interlocking directors. Does the RTC have jurisdiction over the case? Held. Velarde loaned P10M from Lopez. filed a collection suit with the RTC. et al. Sky Vision and Lopez. Petitioner Velarde was the General Manager of Sky Vision Corp. has complete control over Sky Vision so that Sky Vision had at the time of the transaction no separate mind. Respondent Rivera made an investment in C.[41] Lopez. et al. the jurisdiction of the SEC should be construed in relation to its power of control and supervision over all corporations to encourage active public participation in the affairs of private corporations by way of investments. Inc.R. Lopez. Rivilla.R.

R. No. v.A. 4 of the RSA and from payment of the exemption fee referred to in Sec.[44] withhold exemption depending on the perceived level of need for protection by the investing public pursuant to Sec. SEC denied the requests.[45] Wherefore.500 shares out of the previously authorized but unissued capital stock of Nestlé.000 for the stocks. The averments of Rivera shows that. The stock certificates bore the apparent indorsement in blank of the owners thereof as well as the apparent verification of these signatures by Fidelity. exclusively to their only principal stockholders: San Miguel Corp. 106425 & 106431-32. CA affirmed. 6(a)(4) and therefore is an exempt transaction. 246 SCRA 738. Facts. Issues. Nestlé requested exemption of its proposed issuance of additional shares from the registration requirement under Sec. 6(a)(4) would establish an inflexible rule of automatic exemption of issuances of additional. previously authorized but unissued. Facts. Inc. Fidelity rejected the issuance of the new certificates in favor of the buyers alleging the indorsements were forged. Meanwhile. Both respondents appealed the ruling of the Brokers and Exchange Dept. 86738. Vitug. Sometime in 1988. 29 (a) of the RSA. The phrase “issuance of additional capital stock” under Sec. the present controversy is within the contemplation of Sec. Nestlé’s proposed construction of Sec. CA. SEC en banc ordered respondents to jointly replace the shares and to each pay a P50. 5(a) of PD No. SEC v. precisely when such protection may be most needed.R. J. Nestlé paid the necessary filing fee of P50k to the SEC. Nos. Is the proposed issuance of additional shares exempt from the registration requirement? Held. Inc. 13 November 1991. Inc.400.000 shares of Philex were stolen from the premises of Fidelity. and grant or G. (Fidelity) is the stock transfer agent of Philex Mining. evidently. We must reject an interpretation which may disable the SEC from rendering protection to investors. capital stock. 6(c) of the same.000 fine for violation of Sec. This permits greater opportunity for the SEC to implement the statutory objective of protecting the investing public by requiring proposed issuers of capital stock to inform such public of the true financial conditions and prospects of the corporation. which reads in part: “xxx it shall be unlawful for any person xxx in connection with the xxx sale of any securities – xxx (3) to engage in any xxx course of business which operates or would operate as a fraud or deceit xxx”. 902-A. Cualoping stamped thereon “Indorsement Guaranteed” and thereafter traded the same with the stock exchange. CA and SEC G. in the public interest. After 2 months. CA reversed the order. The stock certificates were delivered to Fidelity for cancellation. Cualoping paid Lopez checks amounting to P400. for trading. (Cualoping). to the SEC en banc. (Nestlé) increased its authorized capital stock (ACS) from P300M divided into 3M shares to P600M into 6M shares for the same par value per share of P100. et al. as amended. Nestlé argues: the proposed issuance of previously authorized but theretofore unissued capital stock is contemplated in the phrase “issuance of additional capital stock” under Sec. 203 SCRA 504. Respondent Fidelity Stock Transfer. In December that year. J. Nestlé resolved to issue 344.6(a)(4) of the RSA refers only to that which is part of and in the course of increasing the authorized capital stock of a corporation and not to the issuance of already authorized but still unissued capital stock as in the case at bar. petitioner Nestlé Philippines. and Nestlé S. the SEC is enabled to examine the issuance of previously authorized but theretofore unissued capital stock on a case-to-case basis. it is exempt from payment of the said exemption fee since that would amount to collecting twice for the same transaction because it has already paid P50k as filing fee for increasing its ACS in February that year. Nestlé Philippines. .*46+ In fine. By so limiting the scope of the exemption. a stockbroker. Feliciano. No. stock certificates representing 1. 6(b) of the RSA. (1) Does the SEC have jurisdiction over the case? (2) Was the imposition of the fine on each of the respondents proper? Held. Fidelity sought an opinion from the SEC. 21 July 1995. In February 1983. Issue.stockholders. The stocks ended in the hands of a certain Agustin Lopez who brought the same to respondent Cualoping Securities Corp.

(1) No. This case started only on the basis of a request by Fidelity for an opinion from the SEC. The stockholders who have been deprived of their certificates of stock or the persons to whom the forged certificates have ultimately been transferred by the supposed indorsees thereof are yet to initiate an appropriate adversarial action. Neither have they been made parties to the proceedings now at bench. A justiciable controversy such as can occasion an exercise of SEC’s exclusive jurisdiction would require an assertion of a right by a proper party against another who, in turn, contests it. In this case, the proper parties would be all or any of those who are adversely affected by the transfer of the pilfered stock certificates. Any peremptory judgment by the SEC, without such proceedings having first been initiated, would be precipitate. (2) No. To constitute a violation of the RSA that can warrant an imposition of a fine, fraud[47] or deceit, not mere negligence, on the part of the offender must be established. Given the factual circumstances found by the appellate court, neither Fidelity nor Cualoping, albeit remiss in the observance of due diligence, can be held liable under [Sec. 29 (a), RSA]. However, the negligence committed would still be actionable but such action belongs not to the SEC but to those whose rights have been injured.

Held. Yes. The foreign exchange trading transaction appears to be an investment contract or participation in a profit sharing agreement that falls within the definition of the law. When the investor is relatively uninformed and turns over his money to others, essentially depending upon their representations and their honesty and skill in managing it, the transaction generally is considered to be an investment contract. The touchtone is the presence of an investment in a common venture premised on a reasonable expectation of profits to be derived from the entrepreneurial or managerial efforts of others.

Timeshare Realty Corp. v. Lao and Cortez G.R. No. 158941. 11 February 2008. Austria-Martinez, J.

People of the Philippines v. Petralba G.R. No. 137512. 27 September 2004. Austria-Martinez, J.

Facts. Petitioner Timeshare Realty Corp. (TRC) is duly registered as a corporation. It sold to respondents one timeshare of Laguna de Boracay in 1998. Subsequently, SEC issued a resolution to the effect that TRC was without authority to sell securities, like timeshares, prior to 11 February 1998, stating that its Registration Statement became effective only on said date. It further gave a purchaser prior to said date the option to unilaterally rescind his purchase agreement with TRC and receive refund of money paid. Respondents thus demanded cancellation of their purchase agreement and refund but TRC refused. Respondents filed a complaint with the SEC against TRC for violation of the prohibition against the sale of unregistered securities. SEC ruled for respondents. TRC argues: its mere registration as a corporation already authorizes it to deal with timeshares. Issue. Did TRC’s registration as a corporation authorize it to deal with timeshares? Held. No. Corporate registration is just one of several requirements before it may deal with securities.[48] Prior to fulfillment of all the other requirements of Sec. 8 of the RSA, TRC is absolutely proscribed under Sec. 4 from dealing with timeshares.[49]

Facts. Defendant Petralba is charged with, among others, offering for sale and selling unregistered securities which are neither exempt securities nor exempt transactions. Petralba is an employee of Lansdale Enterprises, Inc. (Lansdale). It is alleged that she represented herself to complainant Dr. Bailey as a trader for Lansdale. Relying on the representations of Petralba, Dr. Bailey gave Petralba a check worth $6,000 as her starting capital for trading in the alleged securities (foreign currency trading) which were unregistered. RTC convicted Petralba. CA affirmed. Petralba argues: the transaction that transpired between Dr. Bailey and her employer Lansdale was a mere foreign exchange trading which is not covered by the term “securities” of the RSA. Issue. Does the contract between Dr. Bailey and Lansdale come within the term “securities” contemplated by the RSA?

Union Bank of the Philippines v. SEC

G.R. No. 138949. 358 SCRA 479. 6 June 2001. Panganiban, J.

Onapal Philippines Commodities, Inc. v. CA and Chua G.R. No. 90707. 218 SCRA 281. 1 February 1993. Campos, Jr., J.

Facts. Petitioner Union Bank of the Philippines (UB) is a commercial banking corporation trading its shares in the PSE. 8 April 1997, respondent SEC issued an opinion that while UB’s securities are exempt from registration pursuant to Sec 5(a)(3) of the RSA, it is not exempt from the Full Material Disclosure Rule of the SEC. Thus, UB is not exempt from the filing of various reports under the RSA Rules: (1) Annual, Quarterly, Current, Predecessor and Successor Reports [Rule 11(a)-1]; (2) Proxy Statements [Rule 34(a)-1], and; (3) Information Statements, among others [Rule 34(c)-1]. UB complied with Rule 11(a)-1 only. SEC sent show-cause letters to UB which it failed to respond to. SEC fined UB P50,000 plus P500 for every day that the report was not filed for a total of P91,000. CA affirmed. Issues. (1) Is UB exempt from the Full Material Disclosure Rule of the SEC? (2) Is the imposition of the fine on UB proper? Held. (1) No. RSA Sec 5(a)(3) exempts the securities issued by banking institutions authorized to do business in the Philippines, which business is substantially confined to banking and which is supervised by the BSP, from registration. Nowhere does it state or even imply that UB, as a listed corporation, is exempt from complying with the reports required by the RSA Rules. Having confined the exemption merely to the initial requirement of registration of securities for public offering, the SEC, as a regulatory agency, is able to exercise its power of supervision and control over corporations and securities market as a whole. Otherwise, the objectives of the Full Material Disclosure policy would be defeated since UB and its dealings would be totally beyond the reach of the SEC and the investing public. As a bank, UB is primarily subject to the control of the BSP. As a corporation trading its securities in the stock market, it is under the supervision of the SEC. (2) Yes. The fine is sanctioned by RSA Sec 46: “If, after proper notice and hearing, the *SEC+ finds there is a violation of x x x its rules x x x it shall, in its discretion x x x impose x x x a fine of x x x no more than [P50,000] plus not more than [P500] for each day of continuing violation.”

Facts. Petitioner Onapal Philippines Commodities, Inc. (Onapal) was a commission merchant/broker engaged in commodity futures trading[50] in Cebu. Onapal and respondent Chua entered into a “Trading Contract”. Chua did not read the Contract nor was she made aware of the contents thereof when she signed it. It turned out the Contract was one for sale of products for future delivery of goods in which either party may elect to make or demand delivery of goods agreed to be bought and sold.[51] Chua, however, was made to understand that the intention was that final settlement is made by payment of the difference between the price stipulated and the exchange/market price at the time of the pretended delivery; such price difference shall be paid by the loser to the winner. In all the transactions, there were no actual deliveries. Per terms of the Contract, Chua’s orders shall be directly transmitted by Onapal to its principal, Frankwell Enterprises of Hongkong, which in turn must place her orders with the Tokyo Exchange. Chua’s orders, however, were not transmitted to Hongkong and her money was kept by Onapal in a separate account in a local bank. Realizing the trading to be gambling, Chua withdrew from the business. She was able to get only P470,000 out of her total deposit of P800,000. She brought suit to recover the loss. Lower court ruled in Chua’s favor, holding that the Trading Contract is a specie of gambling and thus was null and void, and ordering Onapal to refund Chua. Issue. Is the Trading Contract valid? Held. No. The subject Trading Contract in its printed form bears all the indicia of a valid trading contract because it complies with the SEC Rules and Regulations on Commodity Futures Trading. However, the transaction, which was carried out to implement the written contract, deviates from the true import thereof as no delivery, actual or constructive, of the commodity was ever made and final settlement was made by payment of the difference between the price stipulated and the exchange/market price at the time of the pretended delivery. Such dealings in futures are mere speculative contracts in which the parties merely gamble on the rise or fall in prices. Such transactions are illegal. This is clearly a form of gambling contemplated under Art. 2018 of the NCC, and thus Chua is entitled to recover what she has paid.[52]

SEC v. Performance Foreign Exchange Corp.

G.R. No. 154131. 20 July 2006. Sandoval-Gutierrez, J. Facts. The board of directors of Interport Resources Corp. (IRC) approved a Memorandum of Agreement (MOA) with Ganda Holdings Berhad (GHB). Under the MOA, IRC acquired 100% of the capital stock of Ganda Energy Holdings, Inc. (GEHI). In exchange, IRC will issue to GHB 55% of the expanded capital stock of IRC.[55] SEC averred that it received reports that IRC failed to make timely public disclosures of its negotiations with GHB and that some of its directors, respondents herein, heavily traded IRC shares utilizing this material insider information. After a hearing, SEC Chairman issued an Order finding that IRC violated the Rules on Disclosure of Material Facts and that some of its officers and directors engaged in insider trading in violation of Sec. 30, in relation to Sec. 36, of the RSA. SEC ordered, among others, the creation of a special investigating panel to hear and decide the case. At the time, the SEC has not promulgated rules to implement Secs. 8, 30 and 36 of the RSA. Respondents filed a petition before the CA. CA ruled in repondents’ favor. CA held that absent any implementing rules for the RSA provisions which respondents allegedly violated, Secs. 8, 30 and 36,[56] no civil, criminal or administrative actions can possibly be had against the respondents without violating their right to due process and equal protection. Respondents aver: SEC still needed to define the terms "material fact," "reasonable person," "nature and reliability" and "generally available" in Sec. 30 of the RSA; and the term "beneficial ownership" in Sec. 36 of the RSA to give effect to the law. Issue. May respondents be held to violate Secs. 8, 30 and 36 of the RSA without implementing rules therefor? Held. Yes. In the absence of any constitutional or statutory infirmity, which may concern said sections of the RSA, the provisions are legal and binding. To rule that the absence of implementing rules can render ineffective an act of Congress, would empower the administrative bodies to defeat the legislative will by delaying the implementing rules. Where the statute contains sufficient standards and an unmistakable intent, as in this case, there should be no impediment to its implementation. The terms, which according to respondents, still needed to be defined by the SEC are not vague. These provisions are sufficiently clear and complete by themselves. Their requirements are specifically set out, and the acts which are enjoined are determinable.[57]

Facts. Petitioner SEC conducted a “clarificatory conference” to ascertain the nature of respondent Performance Foreign Exchange Corp.’s (PFEC) business. Thereafter, SEC issued a CDO based on Sec. 64 of the SRC upon PFEC, stating that it finds PFEC to be engaged in the trading of foreign currency futures contracts in behalf of its clients without the necessary license contrary to the SRC. SEC then wrote to BSP, requesting a definitive statement that PFEC’s business transactions are a form of financial derivatives which can only be undertaken by banks or non-bank financial intermediaries performing quasi-banking functions. Without waiting for BSP’s reply, SEC proceeded to make the CDO permanent over the objections of PFEC. PFEC filed a petition for certiorari with the CA.[53] CA ruled in favor of PFEC. Issue. Is the issuance of the CDO proper? Held. No. Both the essential requirements that must be complied with by the SEC before it may issue a CDO under Sec. 64 of the SRC are not present.[54] As for the first requirement, SEC did not conduct proper investigation or verification before it issued the challenged orders. The “clarificatory conference” undertaken cannot be considered a proper investigation or verification process. It was merely an initial stage of such process considering SEC still sought verification from the BSP on the nature of PFEC’s business activity. SEC’s referral indicates that it concedes to the BSP’s expertise in determining the nature of PFEC’s business. *BSP’s determination is thus an+ essential part of the investigation and verification process. Hence, the SEC acted with grave abuse of discretion when it issued the CDO even before it could finish its investigation and verification (without waiting for BSP’s determination). As for the second requirement, it implies that the act to be restrained has been determined after conducting the proper investigation/verification. In this case, the nature of the act to be restrained can only be determined after the BSP shall have submitted its findings to the SEC.

SEC v. Interport Resources Corp., et al. G.R. No. 135808. 6 October 2008. Chico-Nazario, J.

Concurring opinion by J. Tinga:

We see no reason not to apply the same rule in our jurisdiction. was enacted in the exercise of police power for the purpose of protecting the public. Gutierrez. 27 March 1998. Buan terminated the agreement. 8 December 1988. if the selling member fails or refuses to deliver. Nicolas traded securities for the account of others without the necessary license from the SEC. CFI ruled in favor of CMS. No. . (2) to supply the informational needs of investors. He and respondent Buan entered into a Portfolio Mngt. Inc.. It was the U. e. LLL avers the law on contracts is controlling in this case (and not the MSE Rules which CA ruled LLL to have violated). CA reversed. (CMS) and petitioner LLL are members of the Makati Stock Exchange (MSE). CA and Buan G. requiring an insider in possession of material nonpublic information to disclose such information before trading or. if disclosure is impossible or improper. Issue. Locsin. CA G. As members of the MSE. Rules and regulations of the Stock Exchange form part of the contract. The transaction was evidenced by exchange contracts. LLL refused to accept the belated delivery since its clients for whom the purchases were made had cancelled their orders. Inc.67 representing his alleged management fees pursuant to their Agreement which provides that Buan would pay Nicolas 20% of all realized profits every end of the month as management fees. Ledesma & Co.[58] The contention that rules and regulations of the exchange should not apply to or affect contracts which may involve third persons is without merit. Facts. 2. J. CMS still has not delivered to LLL the said shares which remained unpaid. CMS and LLL are bound by the rules and by-laws of the exchange. compelling LLL to accept delivery. and thus LLL cannot be compelled to accept the belated delivery. CA affirmed. RTC ruled in Nicolas’ favor. 288 SCRA 307.650 Benguet Consolidated shares on a 10-20 days delayed deliver basis. Lopez.The reasons given for securities regulation are (1) to protect investors. In its barest essence. After about 4 months. Such omission was in violation of Sec. as buyer for and on orders of third parties. The most common forms of checking securities fraud are (1) disclosure regulation and (2) financial activity regulation. Does Nicolas have the right to the management fees? Facts. No. the set of rules against insider trading. Under the Rule at issue.263. Disclosure regulation requires issuers to make public a large amount of financial information to actual and potential investors. After 6 months.g.R. (4) to allow shareholders to gain greater control over their corporate managers. Agreement wherein he was to manage the stock transactions of Buan. abstain from trading. The standard justification for disclosure rules is that the managers of the issuing firm have more information about the financial health and future of the firm than investors who own or are considering the purchase of the firm's securities.S. requires a license as evidence of qualification and fitness. American jurisprudence emphasizes the principle that: “xxx. 168 SCRA 276. v. Are the Exchange Rules controlling as to the subject exchange contracts? Held. and expressly precludes an unlicensed person from recovering compensation by suit xxx”. innovation and access to capital. Petitioner Nicolas traded securities for the account of others without the necessary license from the SEC. (3) to ensure that stock prices conform to the fundamental value of the companies traded. among others. CMS sold to LLL. L-14291. It does not give the buying member the right to rescind the contract.R. Romero. insider trading involves the trading of securities based on knowledge of material information not disclosed to the public at the time. CMS sued LLL. Hence CMS’ failure to deliver within the stipulated time warrants rescission of the exchange contracts. Buan refused to pay. and (5) to foster economic growth. it may be compelled through the Chairman of the Floor Trading and Arbitration Committee to purchase the same for the selling member’s account. Financial activity regulation consists of rules about traders of securities and trading on or off the stock exchange. Held. 19 of the RSA which provides that no broker shall sell any securities unless he is registered with the SEC. SEC which formulated the "disclose or abstain" rule. Nicolas sued Buan. 122857. J. Nicolas v. an unlicensed person may not recover compensation for services as a broker where a statute or ordinance requiring a license is applicable and such statute or ordinance is of a regulatory nature. however. No. Respondent CMS Stock Brokerage. Issue. Yes. Nicolas demanded from Buan P68.

364. but only for the stock transactions subsequent to the initial trade. Under the applicable rule. 483 SCRA 315. will or existence of its own. and is but a conduit for its principal. case at bar. 1997 (the initial trade) less the proceeds from the mandatory sell out of the shares pursuant to RSA Rule 25-1.R. unless there are clear and insuperable obstacles to their enforcement. (Lipat and Lipat v. Ampil G. Respondent Ampil is an experienced and knowledgeable trader wellversed in the securities market. Abacus sold Ampil’s securities to offset Ampil’s obligations but there remained unsettled a balance of P3..Because of the peculiarity of the business involved in a stock exchange. the stockbrokers usually do not invest their own money but their clients’. it may be compelled to purchase the same for the selling member’s account. Is the pari delicto rule applicable? Held. Panganiban. Thus. holding Abacus to have violated Secs. However.R. Petitioner Abacus Securities Corp. CA affirmed. no separate mind. they are affected with public interest and therefore should be clothed with greater sanctity than ordinary contracts. Pacific Banking Corp. the right to rescission under the New Civil Code is inapplicable. He knowingly speculated on the market by taking advantage of the “no-cash-out” arrangement extended to him by Abacus. Exchange contracts are peculiar in certain ways. Notably.[59] rules were adopted to govern not only the members but the transactions between the members as well. Ampil opened a cash account with Abacus. 23(b). Facts. and it was only when he was sued that he raised as a defense the invalidity of the transactions.036. be guaranteed or else no stock exchange is possible. The inviolability of exchange contracts and their enforcement must. therefore. Firstly.[60] and [1] The control necessary to invoke the [instrumentality] rule [or alter ego doctrine] is not majority or even complete stock control but such domination of finances. Ampil accumulated an outstanding obligation in favor of Abacus the principal sum of P6. Under their agreement. policies and practices that the controlled corporation has. Abacus may collect from Ampil the extent of the difference between Ampil’s outstanding obligation as of April 11. v. C. Ampil is thus liable for the first trade. Ampil need only pay the deficiency.617. Ampil is equally guilty for the subsequent transactions.22. He is not an innocent investor. Not to require Ampil to pay for his initial trades would put a premium on his circumvention of the laws and would enable him to enrich himself unjustly at the expense of Abacus. if the selling member fails or refuses to deliver. There being a special remedy agreed upon by the members. Issue. Rather. 1997 and continued thereafter to actively trade on the same. Public policy demands that LLL must be compelled to accept the delivery of the shares and to pay for them. Thirdly. Abacus Securities Corp. 23 and 25 of the RSA and Rule 25-1 of the RSA Rules. Ampil’s obligation for the initial trades remains outstanding as these were valid for there was no violation of the RSA yet at the time. thereby allowing him to make subsequent purchases. Abacus allowed offset settlements. Abacus waits for Ampil to sell. The margin requirements[61] are applicable only to transactions entered subsequent to the initial trades. Yes. By failing to ensure Ampil’s payment of his first purchase transaction within T+14. 160016. extension or maintenance of credits on nonmargin transactions is specifically prohibited under Sec. wherein Ampil was not obliged to pay the purchase price.313. Ampil alleged Abacus to have violated the RSA. G.. Abacus effectively converted Ampil’s cash account into a credit account. (Abacus) is a broker-dealer of securities of listed companies at the PSE. Secondly. applying the proceeds thereof as payment for Ampil’s outstanding obligation. so to speak.56. Consequently. By the 30th of that month. 142435) . Therefore. Any other interpretation of the Exchange Rules would destroy the Exchange itself.J. RTC ruled Abacus and Ampil to be in pari delicto. No. No. Abacus’ fault arose only when it failed to (1) liquidate the initial trades within T+4 and (2) complete its liquidation within T+14. they should be enforced. Abacus made the initial trade on Ampil’s account on April 10 and 11. the investor is practically dealing with people who are complete strangers to him. And if there is a loss. he repeatedly asked for some time to pay his obligations. the Exchange Rules must be interpreted to assure enforcement. but neither Ampil nor Abacus is entitled to any legal remedy for the subsequent trades. 27 February 2006. exchange contracts are entered into with speed (in seconds) even if they involve thousands of pesos. Abacus brought suit for collection. et al. In his defense. holding Ampil to have been equally at fault by incurring excessive credits before invoking the RSA.

No. a voting trust agreement results in the separation of the voting rights of a stockholder from his other rights such as the right to receive dividends. Jurisdiction of the SEC under Sec.. — Every corporation formed under this Code. Pacific Banking Corp.. in order to distinguish a voting trust agreement from proxies and other voting pools and agreements. whether within or beyond the scope of his ordinary powers. Sotelo. v. 5 thereof has not been transferred to the RTC. either with or without a reservation to the owners. 142435) (1) the status or relationship of the parties. Code) [5] Sec. and (2) the nature of the question that is the subject of their controversy. Adoption of by-laws. However. Inc. 163786) [7] Sec. must within one (1) month after receipt of official notice of the issuance of its certificate of incorporation by the Securities and Exchange Commission. Apparent authority is derived not merely from practice. 658) [3] Piercing of the veil of corporate fiction may be allowed only if the following elements concur: (1) Control — not mere stock control. (2) that the voting . or (2) the acquiescence in his acts of a particular nature. (Times Transportation Co. whereby x x x control over the stock x x x is to be lodged in the trustee. G. quorum. 379 SCRA 653. but complete domination — not only of finances. Corporate officers. 46.. 59. Voting Trusts — One or more stockholders of a stock corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote and other rights pertaining to the share for a period not exceeding five (5) years at any one time x x x . No. Sec. or a dishonest and an unjust act in contravention of a legal right. – Immediately after their election. et al. G. 25. (2) Such control must have been used to commit a fraud or a wrong to perpetuate the violation of a statutory or other positive legal duty. the right to inspect the books of the corporation. adopt a code of by-laws for its government not inconsistent with this Code. it must pass three criteria or tests. (Lipat and Lipat v. with which it clothes him.R. et al.. (Nacpil v. the apparent authority to act in general. and (3) The said control and breach of duty must have proximately caused the injury or unjust loss complained of. of the power to direct how such control shall be used (Ballentine's Law Dictionary) [4] The prevailing law at the time was still the RSA. namely: (1) that the voting rights of the stock are separated from the other attributes of ownership. committees. IBC. x x x Notwithstanding the provisions of the preceding paragraph. the directors of a corporation must formally organize by the election of a president x x x a treasurer x x x a secretary x x x and such other officers as may be provided for in the by-laws x x x [6] Two elements to be considered in determining whether the SEC has jurisdiction over the controversy: By its very nature. The certificate or certificates of stock covered by the voting trust agreement shall be cancelled and new ones shall be issued in the name of the trustee or trustees stating that they are issued pursuant to said agreement x x x (Corp. the right to sell certain interests in the assets of the corporation and other rights to which a stockholder may be entitled until the liquidation of the corporation. but of policy and business practice in respect to the transaction attacked. Its existence may be ascertained through (1) the general manner in which the corporation holds out an officer or agent as having the power to act or. or persons designated by them. or agents.[2] The board of directors may validly delegate some of its functions and powers to officers. in other words. by-laws may be adopted and filed prior to incorporation x x x [8] Voting trust – trust created by an agreement between a group of the stockholders and the trustee or by a group of identical agreements between individual stockholders and a common trustee. with actual or constructive knowledge thereof.R.

i. 371 SCRA 508. partners or associations themselves. (Ibid.e. partnership or association and the public. between the corporation. Thus. the case filed by the Sps. CA and Enriquez. [12] Eriks is engaged in the manufacture and sale of elements used in sealing pumps. or association and the state as far as its franchise permit or license to operate is concerned. 69. Ltd.) [16] International Container Terminal Services. — No foreign corporation transacting business in the Philippines without a license x x x shall be permitted to maintain or intervene in any action x x x in any court or administrative agency of the Philippines. G. or officers. Inc. Raniel was transferred to the RTC in view of the enactment of RA 8799. 6. Service upon private foreign corporations. Sec. Jr. but more importantly.R. [9] Requisites in order that the SEC (now RTC) may take cognizance of a case: (1) the controversy must pertain to any of the following relationships: [14] What is determinative of "doing business" is not really the number or the quantity of the transactions. partnership or association and its stockholders. the intention of an entity to continue the body of its business in the country [i. No foreign corporation x x x shall be permitted to transact business in the [Philippines] or maintain x x x any suit for the recovery of any x x x claim x x x unless it shall have the license x x x [18] Summary of the principles regarding the right of a foreign corporation to bring suit in Philippine courts: .— If the defendant is a foreign corporation x x x doing business in the Philippines. the traditional concept of a voting trust agreement primarily intended to single out a stockholder's right to vote from his other rights as such x x x may in practice become a legal device whereby a transfer of the stockholder's shares is effected subject to the specific provision of the voting trust agreement. [13] Sec. v. partners. valves and control equipment used for industrial fluid control and PVC pipes and fittings for industrial uses.. Raniel. Code. and among the stockholders.B. but such corporation may be sued or proceeded against before Philippine x x x tribunals on any valid cause of action x x x. a transaction or series of transactions set apart from the common business of a foreign enterprise in the sense that there is no intention to engage in a progressive pursuit of the purpose and object of the business organization. [11] Old Corporation Law. (Eriks Pte. members .e. Inc. service may be made on its resident agent x x x [17] Merrill Lynch Philippines. partnership. between the corporation. The number and quantity are merely evidence of such intention.rights granted are intended to be irrevocable for a definite period of time. and (3) that the principal purpose of the grant of voting rights is to acquire voting control of the corporation. 118843) between the corporation. 517) N. (ICTSI) [10] Rules of Court prevailing at the time: SEC. the nature and character of its transactions]. CA and Sps. Doing business without a license. [15] The phrase "isolated transaction" has a definite and fixed meaning. 133. (2) nature of the question that is the subject of their controversy must be considered (Vesagas v. Under Sec 59 of the Corp. valves and pipes for industrial purposes. No. a voting trust agreement may confer upon a trustee not only the stockholder's voting rights but also other rights pertaining to his shares as long as the voting trust agreement x x x.

Sec. and (4) if a foreign corporation does business in the Philippines with the required license. Van Zuiden Bros. etc. it can sue before Philippine courts on any transaction. [21] PD 902-A. Ltd. . p. a Philippine citizen or entity which has contracted with said corporation may be estopped from challenging the foreign corporation’s corporate personality in a suit brought before Philippine courts. v. G. v. it being said that such principal extent as would have promissory notes payable on demand (69 Am Jur 2d. (Agilent Technologies Singapore (Pte. x x x Checks constitute mere substitutes for cash if so issued in payment of obligations in the ordinary course of business transactions. But when they are issued in exchange for a big number of individual non-personalized loans solicited from the public. No. where deliveries of goods where perfected in Singapore but nonetheless Eriks (the foreign corporation) was found to be doing business in the Philippines because the transactions involved were not isolated: “x x x respondent *in the Eriks case+ alleged the existence of a distributorship agreement between him and the foreign corporation. CA (G.. A minimum recruitment of four (4) investors by these two (2) recruits. it needs no license to sue before Philippine courts on an isolated transaction or on a cause of action entirely independent of any business transaction. No. 118843[1997]). G.. the checks cease to be such. made the following observations: “x x x it has been held that checks of a debtor received and held by the lender also are evidences of indebtedness and therefore “securities” under the Act. A sequestration order has in fact been issued over the properties. (3) if a foreign corporation does business in the Philippines without a license. 154618 [2004]) (j) To authorize the establishment and operation of stock exchanges x x x and to supervise and regulate the same x x x xxx xxx xxx PD 902-A Sec. Ltd. 38. et al. the checks assume the character of evidences of indebtedness. As the pyramid goes on. numbering about 700 in this case. Here. x x x the [SEC] shall possess the following powers: xxx xxx xxx [23] Under the business scheme of Power Homes. it cannot sue before the Philippine courts. 606).” (B. Ltd. v. In such a circumstance. who then recruit at least two (2) each. This entitles him to recruit two (2) investors who pay US$234 each and out of which amount he receives US$92.(1) if a foreign corporation does business in the Philippines without a license. Integrated Silicon Technology Phils. such as promissory notes.. No.R. where the debtor agreed to pay interest on a monthly basis so long as the principal checks remained uncashed. Corp. as in this case x x x” [20] PCGG confirmed this claim of the Marcoses. such distributorship agreement could support respondent’s claim that *the foreign corporation] was indeed doing business in the Philippines. loan agreements... and suit for reconveyance to the State has been filed. 6. a certain amount is deducted from the amounts to be received by the investor to go to the investors “Property Fund” which will be applied as down payment for the real property chosen by such investor from any of Power Homes’ accredited real estate developers. 147905 [2007]) [22] The DOJ. Powers with respect to exchanges and securities. an investor enrolls in its program by paying US$234. there is no such or similar agreement between *ZUIDEN+ and *GTVL+.— xxx xxx xxx (b) The [SEC] is further authorized x x x to alter or supplement the rules of such exchange (insofar as necessary or appropriate to effect [changes for the protection of investors or to insure fair dealing in securities traded therein]) x x x xxx xxx xxx [19] The Court differentiated the case from Eriks Pte. This is especially so where the individual loans were not evidenced by appropriate debt instruments. Inc. in its Resolution.R.R.).. If duly established. entitles the principal investor to US$184 and the pyramid goes on. GTVL Manufacturing Industries. (2) if a foreign corporation is not doing business in the Philippines.

—The [SEC] x x x motu proprio. Injunctions and Prosecution of Offenses. Proxy solicitation is a procedure that antecedes proxy validation. Charging exorbitant processing fees could discourage many small prospective investors and curtail the infusion of money in the capital market.000. Investigations. the operation of organizations whose operations are related to or connected with the securities market such as but not limited to x x x transfer agents x x x N. the SEC. in its discretion. Cease and desist order.53. suspend or otherwise discontinue. officers or managers of corporations. [30] Under Section 8 of P. *29+ Among Matsuura’s allegations: the increase of P90. either motu proprio or upon complaint. No. and to file and prosecute appropriate civil or criminal cases upon a prima facie finding of violation of such laws. partnerships. fraudulent schemes. xxx xxx xxx (3) Controversies in the election or appointment of directors. [31] In addition. The former involves the securing and submission of proxies. Blg. Power of the [SEC] with respect to securities related organizations. any rule.D. regulation or order thereunder x x x [26] RSA Sec.P. or C. (2) in a common enterprise. 5. unless restrained may cause grave or irreparable injury or prejudice to the investing public x x x Thus. is vested with authority to investigate. devices or misrepresentations in violation of any law.—The [SEC] shall have the power to x x x regulate. The Commission may. B. 47. supervise. proxy solicitation is not the same as proxy validation. 129 [25] an association of stock transfer agents principally engaged in the registration of stock transfers in the stock-and-transfer book of corporations [32] SRC Sec. make such investigations as it deems necessary to determine whether any person has violated or is about to violate any provision of this Code. *27+ PASTRA’s fees have far-reaching effects on the capital market.000 was fully paid by the stockholders when in fact it was not. (3) with expectation of profits. 40.B. Section 19. B. 53. examine. withholding or revocation of a proxy [28] RSA Sec.1. jurisdiction over the case for reconveyance is clearly vested in the RTC as provided in paragraph (2). . through the PED. rules or regulations. while the latter concerns the validation of such secured and submitted proxies. or to revoke.000 in the authorized capital stock. SRC Sec. any act or omission. – 20. an investment contract in our jurisdiction must be proved to be: (1) an investment of money. P40.[24] To be a security subject to regulation by the SEC. the furnishing of a form of proxy or other communication to security holders under circumstance reasonably calculated to result in the procurement.000. administered and enforced by the SEC. 20. and the mode of payment of paid-in capital was changed from "cash" to "offset of liability" [33] PD 902-A Sec. any request for a proxy whether or not accompanied by or included in a form of proxy any request to execute or not to execute. a proxy. or associations . trustees. The terms solicit and solicitation include: A. rules or regulations. Proxies must be issued and proxy solicitation must be made in accordance with rules and regulations to be issued by the Commission. AIRR-SRC Rule 20. or x x x may issue a cease and desist order x x x if in its judgment the act or practice. 902-A. Proxy Solicitations.1. (4) primarily from efforts of others.

5(i) may be issued exparte. or members of associations registered with the [SEC]. The maximum duration of this CDO is ten (10) days. and (ii) that there is a reasonable likelihood of continuing. language absent . 18) [35] There are three distinct bases for the issuance by the SEC of the CDO: (1) SRC Sec. 53. 2. (d) Petitioners of corporations. between any or all of them and the corporation. regulation or order thereunder. 381 SCRA 8.While no lifetime is expressly specified for the CDO under Sec. 64. Harrigan. [39] SRC. the corporation. trustee or other officer directly elected by the stockholders in a close corporation or by members of a nonstock corporation where the articles of incorporation or bylaws so provide. will operate as a fraud on investors or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public. It plainly provides three segregate instances upon which the CDO may be issued: (i) after proper investigation or verification. (b) Controversies arising out of intra-corporate or partnership relations. amounting to fraud and misrepresentation which may be detrimental to the interest of the public and/or of the stockholders. including the proclamation of winners. or any rule of an Exchange. 53. Notwithstanding. this issue is now moot and academic since SEC’s jurisdiction under PD 902-A.1 requires "grave and irreparable" injury. 5(i).3 – requires the SEC to make two findings before the issuance of the CDO: (i) that such person has engaged in any act or practice constituting a violation of any provision of the SRC. while the CDO under Sec. between and among stockholders. trick.in Sec. registered securities association. (ii) motu proprio.3 is a distinct creation from that under Sec. partnership or association has no sufficient N. partnership or association. (c) Controversies in the election or appointment of directors. (3) SRC Sec. Both require a common finding of a need to prevent fraud or injury to the investing public. business associates. or any act of. to the office of director. (or engaging in) further or future violations by such person. and which are resorted to by one individual to secure an advantage over another by false suggestions or by suppression of truth and includes all surprise.B. and neither was she a stockholder of Speed. clearing agency or other self-regulatory organization. the respondent to the CDO may file within 5 days from issuance a formal request for the lifting thereof. any rule. 64 – requires the SEC to adjudge that the act. cunning. the validation of proxies. its officers or partners. – An election contest refers to any controversy or dispute involving title or claim to any elective office in a stock or nonstock corporation. dissembling and any unfair way by which another is cheated. (Sumndad v.1. she was not privy to the contract of sale. 64. At the same time. it remains clear that the CDO issued under Sec. *38+ Rufina’s complaint was dismissed for lack of cause of action. 5(i) is similar to the CDO under Sec. Sec. members or associates.2 transferred from the SEC to the RTC the jurisdiction over the following: (a) Devices or schemes employed by. the board of directors. or (iii) upon verified complaint by any aggrieved party. 5. RTC ruled she was not a real party-in-interest. partnerships or associations to be declared in the state of suspension of payment in cases where the corporation. No other requisite or detail is tied to this CDO (2) SRC Sec. no mention is made whether the CDO defined under Sec. trustees. partnership or associations. officers or managers of such corporations. unless restrained. [36] Fraud – generic term embracing all multifarious means which human ingenuity can devise. 64. partnership or association possesses sufficient property to cover all its debts but foresees the impossibility of meeting them when they fall due or in cases where the corporation. 5(i) – predicated on a necessity "to prevent fraud or injury to the investing public". partners. Definition. *37+ Notably. Sec.5 has been transferred to the RTC. Sec. which the SEC must hear within 15 days from filing and decide within ten (10) days from the hearing. 64. It appears that the CDO under Sec. [34] Interim Rules on Intra-Corporate Controversies Rule 6. partnership or association and the State insofar as it concerns their individual franchise or right as such entity. the manner and validity of elections and the qualifications of candidates.

419 SCRA 422.—(a) The requirement of registration x x x shall not apply to the sale of any security in any of the following transactions: *41+ In his Answer. Inc. if any. Exempt Transactions. that payment. Inc. officers or managers of such corporations. not merely majority or complete stock control. Velarde alleged that the loan agreement was a mere “cover document” to evidence the reward to him of P10M for his loyalty and excellent service. between any or all of them and the corporation. from time to time x x x exempt transactions other than those provided under the preceding paragraph. partnership or association of which they are stockholders.—requires that the controversy must arise out of intra-corporate or partnership relations between: any or all of the parties and the corporation. (2) The nature of the question that is the subject of their controversy.—requires that the dispute among the parties be intrinsically connected with the regulation of the corporation. 6. of the board of directors. and that it was when he was forced to retire by Lopez. or [to commit] dishonest acts in contravention of plaintiff’s legal rights.” . members or associates.. Controversies in the election or appointment of directors. if it finds that the enforcement of the requirements of registration x x x is not necessary in the public interest and for the protection of the investors by reason fo the small amount involved or the limited character of the public offering. amounting to fraud and misrepresentation which may be detrimental to the interest of the public and/or of the stockholder. partnership or association of which they are stockholders. where no commission or other remuneration is paid or given directly or indirectly in connection with the sale or distribution of such increased capital stock. partnership or association and the State insofar as it concerns their individual franchises. partnership or associations [43] Requisites for applying the doctrine of piercing the veil of corporate fiction: (1) Control. (Velarde v. members of associations or organizations registered with the [SEC] xxx xxx xxx [45] RSA Sec. trustees. xxx xxx xxx (4) x x x the issuance of additional capital stock of a corporation sold or distributed by it among its own stockholders exclusively. *46+ RSA Sec. was expected in the form of continued service. respectively. and (3) The aforesaid control and breach of duty must proximately cause the injury or unjust loss complained of. x x x the [SEC] x x x shall have original and exclusive jurisdiction to hear and decide cases involving: (a) Devices or schemes employed by or any acts. Sec. 6(b): “The *SEC+ may. 5(c). to perpetuate the violation of a statutory or other positive legal duty. 431) [40] Elements of an intra-corporate controversy: (1) The status or relationship of the parties. business associates. members or associates. that it was agreed that his retirement benefits be applied to the “loan”.assets to cover its liabilities but is under the management of a rehabilitation receiver or management committee created x x x (2) Such control must have been used by defendant to commit fraud or wrong. partners. Sec. Lopez. [44] PD 902-A. [42] PD 902-A. 5. and such corporation. its officers or partners.

[49] RSA.N. (36) Unless previously filed and registered with the Commission and brought up to date: [54] Essential requirements for issuance by the SEC of a CDO under SRC. CA. 747) *52+ Art. . 4.B. if the issuer be a corporation. securities or property (or extends credit in lieu thereof) to margin. containing or having attached thereto. (SEC v. and hence there is no real need for exercise of SEC authority under the RSA. guarantee or secure any trade or contract that results or may result therefrom [51] Commodity Futures Contract – an agreement to buy or sell a specified quantity and grade of a commodity at a future date at a price established at the floor of the exchange [47] Fraud is akin to bad faith which implies a conscious and intentional design to do a wrongful act for a dishonest purpose or moral obliquity. Sec. 246 SCRA 738. 8. [55] Pursuant to the MOA. –(a) All securities required to be registered x x x shall be registered through the filing by the issuer or by any dealer or underwriter interested in the sale [thereof in the SEC] of a sworn registration statement with respect to such securities. Sec. and would assume a 5-year power purchase contract with Napocor. securities or shares of stock is entered into with the intention that the difference between the price stipulated and the exchange or market price at the time of the pretended delivery shall be paid by the lower to the winner.” [48] RSA. except of a class exempt x x x or unless sold in any transaction exempt x x x. issuance of previously authorized but theretofore unissued capital stock by the corporation requires only Board approval. unless restrained. BSP replied to SEC’s letter-request stating that PFEC’s business activity is “does not fall under the category of futures trading” and “cannot be classified as financial derivatives transactions”. GHB also undertook to extend or arrange a loan required to pay for the acquisition by IRC of 67% of the entire capital stock of Philippine Racing Club. 512) [50] Futures Commission Merchant/Broker – one engaged in soliciting or accepting orders for the purchase or sale of any commodity for future delivery. the SEC as a matter of course examines the financial condition of the corporation. (Nestlé Philippines. and in connection with such solicitation or acceptance. the transaction is null and void. . Inc. Inc. Sec. v. the directors and officers of the corporation may be expected to take pains to inform the shareholders of the financial condition and prospects of the corporation and of the proposed utilization of the fresh capital sought to be raised. GEHI would own and operate a gas turbine power-generating barge. The loser may recover what he has paid. (2) there must be a finding that the act or practice. and (a) A copy of its articles of incorporation with all amendments thereof and its existing bylaws or instruments corresponding thereto. CA and SEC. since 2/3 of the stockholders would have to approve such an increase in the ACS. Procedure for registration. the following: xxx xxx xxx *53+ Meanwhile. When capital stock is issued in the course of and in compliance with the requirements of increasing its ACS. whatever the name. 64: (1) SEC must conduct proper investigation or verification. shall be sold or offered for sale or distribution to the public within the Philippines unless such securities shall have been registered and permitted to be sold as hereinafter provided. 2018 of the NCC: “If a contract which purports to be for the delivery of goods. will operate as a fraud on investors or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public. There would be no opportunity for the SEC to see to it that shareholders have a reasonable opportunity to inform themselves about the very fact of such issuance and about the condition of the corporation and the potential value of the shares being offered. Moreover. 203 SCRA 504. Requirement of registration of securities. Upon the other hand.(a) No securities. accepts money.

36 allowed the SEC to monitor the transactions entered into by corporate officers and directors as regards the securities of their companies. Whether information found in a newspaper. or any cyberspace media will be sufficient for the term "generally available" is a matter which may be adjudged given the particular circumstances of the case. No individual would invest in a market which can be manipulated by a limited number of corporate insiders. or who is [a] director or an officer of the issuer of such security. at some previous point in time. if he knows a fact of special significance with respect to the issuer or the security that is not generally available. and its nature and reliability. A medium. 30. shall file with the [SEC] x x x a statement indicating his ownership at the close of the calendar month and such changes in his ownership as have occurred during such calendar month. on being made generally available. Secs. The foregoing provisions that the insider's misuse of nonpublic and undisclosed information is the gravamen of illegal conduct. Insider's duty to disclose when trading. (2) if the other party to the transaction (or his agent) is identified. and within ten days after the close of each calendar month thereafter. The intent of the law is the protection of investors against fraud. rules and regulations so far as they are not contrary to law or public policy and which will secure to the members . x x x a statement with the [SEC] x x x of the amount of all equity securities of such issuer of which he is the beneficial owner. (a) the insider proves that the other party knows it. Must be considered in a case-to-case basis. Generally available to the public. Degree of its specificity. Insiders are obligated to disclose material information to the other party or abstain from trading the shares of his corporation. which is widely used today was. Nature and reliability. 30 and 36 of the RSA were enacted to promote full disclosure in the securities market and prevent unscrupulous individuals. shall file. Sec. who by their positions obtain non-public information. The standards cannot remain at a standstill. the extent to which it differs from information previously publicly disseminated. committed when an insider. though the shareholder is not registered in the corporation's books as the owner. Refers to shareholders with the power to buy or sell the shares. N. xxx xxx xxx RSA Sec.B. Materiality will depend at any given time upon a balancing of both the indicated probability that the event will occur and the anticipated magnitude of the event in light of the totality of the company activity. and its reliability in light of its nature and source and the circumstances under which it was received. 30 prevented the unfair use of non-public information in securities transactions. if not stunt. Must be clearly viewed in connection with the particular circumstances of a case.B. Such reaction would stifle. the extent of its difference from information generally available previously. the average man on the street who relies on the calculus of common sense. The reasonable person is the standard on which most of our legal doctrines stand. [58] An exchange has the power to adopt its own constitution. while Sec. takes advantage of an uninformed investor. by-laws. Directors. if there has been a change in such ownership during such month. to affect the market price of a security to a significant extent. or (b) that other party in fact knows it from the insider or otherwise xxx xxx xxx (c) A fact is "of special significance" if (a) in addition to being material it would be likely. Beneficial ownership. or (b) a reasonable person would consider it especially important under the circumstances in determining his course of action in the light of such factors as the degree of its specificity. . 36. inaccessible to most. from taking advantage of an uninformed public. unless: (1) the insider proves that the fact is generally available. or [57] A fact is material if it induces or tends to induce or otherwise affect the sale or purchase of its securities. using secret information. a specialized magazine.[56] RSA Sec. the growth of the securities market. – (a) It shall be unlawful for an insider to sell or buy a security of the issuer. To avert the occurrence of such an event. officers and principal stockholders. N.(a) Every person who is x x x the beneficial owner of more than ten per centum of any [class] of any equity security which is registered pursuant to this Act.

Unlike a cash account. 284) (d) Written application for an extension of the period of time required for payment under [par. within 10 . (b) It shall be unlawful for x x x broker or dealer x x x to extend or maintain credit x x x to or for any customer— (1) On any security other than an exempted security. Hence.exclusive rights and privileges which the courts have fully recognized. in contravention of the rules and regulations x x x [61] The main purpose of the margin requirements in the RSA is primarily to achieve a macroeconomic purpose—the protection of the overall economy from excessive speculation in securities.e. Margin Requirements. Investors pay only a portion of the purchase price of the securities. Purchases and Sales in Cash Account (the “mandatory close-out rule”) (a) Purchases by a customer in a cash account shall be paid in full within [T+3.— xxx xxx xxx N. Inc. (c) If a transaction is cancelled or otherwise liquidated x x x. Enforcement of margin requirements. 284) business days following the last day for the customer to pay [T+13] unless such sale cannot be effected within said period for justifiable reasons.. increasing margins. xxx xxx xxx [59] Nature and purposes of an exchange.e. 23.B. of acquiring and disseminating valuable commercial and economic information and generally of securing to its members the benefits of co-operation in the furtherance of their legitimate pursuits. CA .” RSA Rule 25-1. i. Anyone who becomes a member of the exchange voluntarily submits himself to the operation of these rules and is expected to be bound by and to respect them. (Lopez. v. their broker advances for them the balance and keeps the securities as collateral for the advance or loan. The primary concern is the efficacy of security credit controls in preventing speculative excesses that produce dangerously large and rapid securities price rises and accelerated declines in the general price level of securities. RSA limits margin borrowing to a maximum of 50% of the amount invested. “An exchange is a voluntary association or corporation organized for the purpose of furnishing to its members a convenient and suitable place to transact their business of promoting uniformity in the customs and usages of merchants. Trading on credit (“margin trading”) allows investors to buy more securities than their cash position would normally allow.. Their recognized secondary purpose is to protect small investors by making it impossible for them to spread themselves too thinly.—x x x the broker or dealer shall require the customer in nonmargin transactions to pay the price of the security purchased for his account within such period as the *SEC+ may prescribe x x x. prior to any subsequent purchase x x x. (a)] be made by the broker or dealer to the [PSE] xxx xxx xxx [60] RSA Sec. the customer shall be required to deposit funds in the account to cover each purchase transaction prior to execution. within 3 business days after the trade date] (b) If full payment is not received within the required time period. Ledesma & Co. (Ibid. i. 25. is the most direct and effective method of discouraging an abnormal attraction of funds into the stock market and achieving more balanced use of such resources. Locsin. of inculcating principles of justice and equity in trade. Margin account – an account in which the broker lends the customer cash with which to purchase securities. the broker or dealer shall cancel or otherwise liquidate the transaction starting on the next business day. RSA Sec. nc�?�i ��vPwacy of security credit controls in preventing speculative excesses that produce dangerously large and rapid securities price rises and accelerated declines in the general price level of securities. 168 SCRA 276. decreasing the amounts which brokers may lend for the speculative purchase and carrying of stocks. of facilitating the speedy adjustment of business disputes. it allows an investor to buy securities with money borrowed from the broker.

The loan was later restructured in the name of BEC. a mere instrumentality or adjunct of the other. the corporation will. BEC was engaged in the same business as BET and utilized the same machineries and equipment previously used by BET. Lipat executed in December 1978 an SPA in favor of Teresita to obtain loans and other credit accommodations from respondent Pacific Banking Corp. The REM was extrajudicially foreclosed and the property sold at public auction. Per their agreement. The lower courts erred in piercing the veil of corporate fiction of BEC absent any clear showing of fraud on their part. Lipat was named President of BEC. Ynares-Santiago. 16 February 2005. Times. and Teresita the EVP and GM. Inc. by virtue of the SPA. Lipat. the export bills secured by BEC were for the benefit of “Mystical Fashion” owned by Mrs. (1) Yes. Lipat. rather than fraud in piercing the veil of corporate fiction. trust receipts and export bills were executed by Teresita on behalf of BEC in favor of Pacific Bank without prior resolution from the Board of Directors of BEC. Teresita had acted as the manager of both BEC and BET and had been deciding business matters in the absence of Mrs.. Lipat’s property in Cubao was constituted as security. Subsequent promissory notes. Lipat had full control over the activities of and decided business matters of the corporation. BET and BEC are one and the same and the latter is a conduit of and merely succeeded the former. piercing the veil of corporate fiction of BEC. Lipat. The corporate funds were held by Mrs. Issues.[1] Case at bar. Mrs. Teresita. Further. The Lipats filed a complaint for annulment of the REM. thus.R. Pacific Bank cannot be faulted for relying on the same authority granted to Teresita by Mrs. as against anyone who has in good faith dealt with it through such agent. The Lipats argue: the credit transactions were all ultra vires acts of Teresita and thus it does not bind BEC. be estopped from denying the agent's authority. these were the corporation's sole obligation. Teresita. Under the instrumentality rule or alter ego doctrine. She likewise authorized Teresita to execute mortgage contracts on properties owned or co-owned by her as security for the obligations to be extended by Pacific Bank including any extension or renewal thereof. the separate personality of the corporation (the instrumentality or alter ego) may be disregarded. Both courts below relied upon the alter ego doctrine or instrumentality rule. struck against its employer. Times Employees Union (TEU). RTC dismissed the complaint. Meanwhile. an LLO. The corporate funds were held by Mrs. BET was incorporated into a family corporation: Bela's Export Corp. September 1979. (Pacific Bank). was able to secure for and in behalf of Mrs. Mrs. Lipat were majority stockholders and were among the incorporators and board of directors. (2) Yes. the business operations of the BEC were so merged with those of Mrs. when the corporation is the mere alter ego or business conduit of a person as when it is so organized and controlled and its affairs are conducted so that it is. Mrs. All were secured by the REM over the same property. She had benefited from the loans secured from Pacific Bank to finance her business abroad and from the export bills secured by BEC for the account of “Mystical Fashion. G. BEC defaulted. a loan from Pacific Bank. Mrs. CA affirmed. it having a personality distinct and separate from the Lipats. (1) Is the application of the doctrine of piercing the veil of corporate fiction warranted? (2) May the obligations incurred by Teresita in behalf of BEC bind the latter? Held. for ULP. v.by the Lipats. Hence. in fact. Lipat designated her daughter. TEU was certified as the sole and exclusive . And even assuming the credit transactions were valid and binding. business purpose.*2+ If a corporation knowingly permits one of its officers or any other agent to act within the scope of an apparent authority. Lipat.” It could not have been coincidental that BET and BEC are so intertwined with each other in terms of ownership. April 1979. Lipat such that they were practically indistinguishable. said property was likewise made to secure other additional loans and credit lines which may be subsequently obtained. Teresita had dealt with Pacific Bank on the mortgage contract by virtue of an SPA executed by Mrs. Lipat and BET. Sotelo. An REM over the Sps. 163786. it holds him out to the public as possessing the power to do those acts. et al. Apparently. The Lipats were members of the board. BEC is estopped from denying its agent’s authority. The Sps. Lipat and the corporation itself had no visible assets. Lipat by virtue of a SPA. to manage BET. and management. Facts. extrajudicial foreclosure and certificate of sale issued. The SOJ certified the dispute to the NLRC. J. Times Transportation Co. No. (BEC).

Times refused. settled that his appointment had been subsequently approved by IBC’s Board of Directors. NLRC vacated the decision of the LA. As Nacpil’s appointment as comptroller required approval and formal action of IBC’s Board of Directors to become valid. Nacpil v. CA reversed. Presently. all the buses of Times are already being run/operated by Mencorp. the retrenched employees. jurisdiction belongs with the SEC. including respondents. or defend crime. That the position of comptroller is not expressly mentioned among the officers of the IBC in the by-laws is of no moment. however. Mencorp Transport Systems.R. an “employee” occupies no office and is generally employed not by action of the directors and stockholders but by the managing officer of the corporation who also determines the compensation to be paid to such employee. among others. such that in the case of two corporations. money claims and ULP against Times before the RAB. Times argues: the application of the doctrine of piercing the veil of corporate fiction by the CA and finding Mencorp liable for its obligations is contrary to the accepted and usual course of judicial proceedings. it is clear therefore that Nacpil is a corporate officer. NLRC affirmed. The SOJ again certified the dispute to the NLRC. protect fraud. Times terminated all striking employees for participation in what it deemed was an illegal strike. right in the middle of a labor dispute. Facts. TEU struck. It is evident that the transaction was made in order to remove Times' remaining assets from the reach of any judgment that may be rendered in the unfair labor practice cases filed against it. all of the stockholders/incorporators of Mencorp are relatives of Rondaris. the law will regard the corporations as merged into one. Hence. the majority stockholder of Times. J.[4] Nacpil argues: he is not a corporate officer but an employee and posits. in support thereof that IBC’s by-laws does not even include the position of comptroller. Meanwhile. On the other hand. acquired ownership of Times' Certificates of Public Convenience and a number of its bus units by virtue of several deeds of sale. (Mencorp. IBC’s bylaws provide: “the officers of the corporation shall consist of x x x and such other officers as the Board of Directors may from time to time does fit to provide for. justify wrong. Petitioner Nacpil was the Comptroller and Assistant Manager of respondent IBC.). Piercing the corporate veil is warranted in cases when the separate legal entity is used to defeat public convenience. No. Mencorp is controlled and operated by Mendoza. CA reinstated the decision of the LA. because IBC’s Board is empowered under Sec. In 1998. impleading Mencorp and the Sps. He was allegedly appointed as such by IBC’s General Manager. LA ordered Times and/or Rondaris and Mencorp and/or Mendoza to cause the reinstatement of herein respondents. Inc. filed cases for illegal dismissal. Yes. Kapunan. An “office” is a creation of the charter of a corporation. 379 SCRA 653. 25 of the Corp. (1) Is Nacpil a corporate officer? (2) Does the LA have jurisdiction over the case? Held. It is.[3] Case at bar. after the closure of Times. Intercontinental Broadcasting Corp. (1) Yes. Mendoza. Code*5+ and IBC’s by-laws to appoint such other officers as it may deem necessary. G. . LA held for Nacpil. Those retrenched include herein respondents. Times and Mencorp failed to adduce evidence to refute allegations of collusion between them. 21 March 2002. Notably. which never obtained a franchise since its incorporation in 1994. Issues. 144767. IBC argues: LA had no jurisdiction over the case contending that Nacpil is a corporate officer. and requested for collective bargaining. The sale of Times' franchise as well as most of its bus units to a company owned by Rondaris' daughter and family members. is highly suspicious. Times implemented a retrenchment program. while an “officer” is a person elected by the directors or stockholders. LA held that the dismissals of respondents constituted ULP and the sale of Times to Mencorp was simulated and in bad faith warranting the piercing of the veil of corporate fiction. Issue.bargaining representative in Times. TEU filed a notice of strike. Said officers shall be elected by majority vote of the Board x x x” Nacpil filed for illegal dismissal and non-payment of benefits with the Labor Arbiter (LA). Is the application of the doctrine of piercing the veil of corporate fiction warranted? Held. Notably. daughter of Rondaris.

Facts. Calapatia pledged his stock in respondent VGCCI to petitioner CBC to secure his loans with the latter. Kapunan. The adoption of by-laws is a matter of practical.. Inc. i]t is the generally accepted rule that third persons are not bound by by-laws. G. necessity. CBC sought to cancel the latter sale and have a new certificate of stock issued in its name. At the SEC. VGCCI anchors its prior right over the subject stock on a provision of its by-laws: “after a member shall have been posted as delinquent. [A third person] is not privy to the contract created by the by-laws between the shareholder . G.. . The deed of pledge executed in CBC’s favor was duly recorded in VGCCI’s corporate books. the Board may order his x x x share sold to satisfy the claims of the Club. No. CA. Code have the effect of its automatic dissolution? Held. 270 SCRA 503. Issue. x x x The mere fact x x x of the existence of power in the corporation to adopt by-laws does not ordinarily and of necessity make the exercise of such power essential to its corporate life.” VGCCI maintains that CBC is bound by its by-laws arguing that CBC had actual knowledge of its by-laws when CBC foreclosed the pledge and when CBC purchased the pledged stocks. v. J. Thus when CBC requested that a new certificate of stock be issued in its name. VGCCI informed CBC of its inability to accede to the request in view of Calapatia's unsettled accounts with the club. 26 March 1997. after proper notice and hearing. 276 SCRA 681. No. CA. taken as a whole x x x Section 46 reveals the legislative intent to attach a directory x x x meaning for the word "must" in the first sentence thereof. Is CBC bound by the by-laws of VGCCI? Held. Facts. The Certificates of Registration of the North and South Assocs. Romero.(2) No. China Banking Corp. . 1983 but was unable to file its corporate by-laws. No. Loyola Grand Villas Homeowners Assoc.[6] PD 902-A. J. 5(c). Did the failure of LGVHAI to file its by-laws within one month from the date of its incorporation as prescribed by Section 46 of the Corp.. Code.[7] The officers of LGVHAI lodged a complaint with the Home Insurance and Guaranty Corp. or to the validity of any of its acts. It was organized on Feb 8. the third party must have acquired knowledge of the pertinent by-laws at the time the transaction or agreement between said third party and the shareholder was entered into. It appears that LGVHAI has been automatically dissolved for its failure to submit its by-laws pursuant to Sec. except when they have knowledge of the provisions either actually or constructively. at the time the . and the petitioner South Assoc. its officers discovered that there were two other homeowner’s organizations in the subdivision: the North Assoc.R. were cancelled and LGVHAI was recognized as the sole homeowner’s association in the subdivision. et al.R. including x x x failure to file by-laws within the required period." It necessarily follows that failure to file the by-laws within that period does not imply the "demise" of the corporation. The word "must" in a statute x x x is not always imperative. agency or society. As Nacpil is a corporate officer. in this case. 117604. or revoke. x x x [T]he second paragraph of the law allows the filing of the by-laws even prior to incorporation. Notwithstanding. CBC proceeded to foreclose the pledge. Sometime in 1989. It emerged as the highest bidder and was issued the corresponding certificate of sale. (HIGC) and obtained favorable ruling. 46 of the Corp. The deliberations of the Batasang Pambansa demonstrates clearly that automatic corporate dissolution for failure to file the by-laws on time was never the intention of the legislature. the franchise or certificate of registration of corporations x x x upon any of the grounds provided by law. t]here is no outright "demise" of corporate existence. Sec 6(1) provides that the SEC possess the power “to suspend. it is clear that his dismissal may be the subject of a controversy cognizable by the SEC. v. and Valley Golf and Country Club. Inc. [Concededly. Proper notice and hearing are cardinal components of due process in any democratic institution. Issue. No. This x x x rules out mandatory compliance with the requirement of filing the by-laws "within one (1) month after x x x notice of the issuance of its certificate of incorporation x x x . Loyola Grand Villas Homeowners (South) Assoc. if not one of legal. 7 August 1997. Under PD 902-A. Subsequently. CBC petitioned for extrajudicial foreclosure and requested VGCCI to transfer the pledged stock in its name. i]n order to be bound. Calapatia failed to pay his loan obligation. VGCCI sold Calapatia’s stock at public auction for his failure to settle his accounts with it (monthly dues). and [the corporation]. x x x [However. [Thus.. “controversies in the x x x appointment of *corporate+ officers x x x” are within the exclusive jurisdiction of the SEC. (LGVHAI) was registered as the sole homeowner’s association in Loyola Grand Villas. Inc. 117188. Sec. Moreover. VGCCI replied it has already been sold.

so that such damages as may be recovered shall pertain to the corporation. then in that case any one of the stockholders is allowed to bring suit. The lower court dismissed the complaint for. 93695. Reyes. lack of cause of action. Vesagas v. (DBP) had already been executed.” Issue. In the present case. No. pay petitioners the value of their respective participation in said assets. as trustee. No. a Voting Trust[8] Agreement between ALFA and Development Bank of the Phils. if the officers of the corporation. among others. In order to be eligible as a director [under Sec 23 of the Corp Code]. it is a derivative suit brought by a stockholder as the nominal party plaintiff for the benefit of the corporation. what is material is the legal title to. Inc. petitioners have brought the action not for the benefit of the corporation but for their own benefit. who are the ones called upon to protect their rights. Lee and Lacdao v. on the one hand. by virtue of the voting trust agreement executed. 205 SCRA 725. one. which is the real party in interest. Did the Voting Trust Agreement deprive petitioners of their right to qualify as directors? Held. Petitioners thus claim that there was improper service of summons on ALFA as they are no longer directors/officers of ALFA considering Sec 23 of the Corp. G. J.R. L-1721.. Consequently. Notably. 86 SCRA 387. Facts. filed a third party complaint against Alfa Integrated Textile Mills (ALFA). Yes. Do petitioners have a cause of action against Santos? Held. however. CA and Sps. refuse to sue. and the distribution among them of part of the corporate assets before the dissolution of the corporation and the liquidation of its debts and liabilities. But while it is to the corporation that the action should pertain x x x. not beneficial ownership of. Santos G. The petitioners ceased to be directors. Issue. In other words. something which cannot be legally done. Summons on ALFA was served through petitioners. so that the suit for the damages claimed should be by the corporation rather than by the stockholders. Gutierrez. Code: “ x x x Any director who ceases to be the owner of at least one (1) share of the capital stock of the corporation of which he is a director shall thereby cease to be director. there is improper service of summons on ALFA through the petitioners. the petitioners ceased to own at least one share standing in their names on the books of ALFA as required under Sec 23 of the Corp Code. A complaint for a sum of money was filed against respondents who. 19 May 1950. No. The stockholders may not directly claim those damages for themselves for that would result in the appropriation by. Santos holds majority of the capital stock and is the president. Facts. disposed of all their shares through assignment and delivery in favor of the DBP. and the legal title thereto on the other hand. But in that case it is the corporation itself and not the plaintiff stockholder that is the real party in interest. At the time. et al. CA. The complaint prays for judgment requiring Santos to. Evangelista. Thus. 4 February 1992. the stock as appearing on the books of the corporation. J.. The facts of this case show that the petitioners. et al. the action is susceptible of being converted into a derivative suit for the benefit of the corporation by a mere change in the prayer. CBC’s belated notice of said by-laws at the time of foreclosure will not suffice. Petitioners were previously directors and the president and vicepresident of ALFA. manager and treasurer thereof. Jr. in turn. Petitioners are minority stockholders of the Vitali Lumber Co. Pursuant to the Agreement.pledge agreement was executed. or where a demand upon them to file the necessary suit would be futile because they are the very ones to be sued or because they hold the controlling interest in the corporation. Raniel . The injury complained of is primarily to the corporation. Petitioners filed a complaint for damages against Santos for mismanagement of the corporate affairs and misuse of corporate assets which caused the complete ruin of the corporation and total depreciation of its stocks.R. The execution of a voting trust agreement may create a dichotomy between the equitable or beneficial ownership of the corporate shares of stockholders. the petitioners transferred to the trustee (DBP) the right to “vote upon the shares” and “in that respect the same powers as owners of the equitable as well as the legal title to the stock”. v.

Notably. Code).R. The Luz Village Tennis Club. (FMC) is a foreign corporation domiciled in Wake Island. Later. that same corporation cannot claim exemption from being sued in Philippine courts for acts done against a person in the Philippines. the legality of the expulsion from membership of the Sps. Facts. Facilities Management Corp. He filed a complaint for the recovery of unpaid overtime pay and night shift premiums.R. members in good standing of the Club hitherto.. J. L-38649.*9+ Held. the opening of liaison offices. USA. Thus. . Issues. its agent.[10] Issue. J. SEC denied the motion. Eastern Shipping Lines. its Board of Trustees resolved to continue to consider the Club as a nonregistered or non-corporate entity and just a social association for the purpose of playing tennis. claiming it cannot be sued in the Philippines because it is not doing business in the Philippines. The present conflict arose from this relation of the parties. No. CA affirmed. 371 SCRA 508. CA. vested the trial court with jurisdiction? The Home Insurance Co. Yes. Petitioners argue: at the time the complaint was filed. Subsequently. G. 123 SCRA 144. No proof was offered by petitioners with regard to the notice and publication requirements as well as the proof of the board member’s certification. 118. Petitioners moved to dismiss on the ground that the SEC lacks jurisdiction over the subject matter. No. filed a complaint with the SEC against petitioners—the Club’s President and Vice President—for allegedly being summarily stripped of their lawful membership without due process of law. These requirements should have been strictly complied with. v. (2) Yes. Jr. if a foreign corporation not [doing] business in the Philippines is not banned from seeking redress from courts in the Philippines.G. The present dispute is intra-corporate in character. Petitioner Facilities Management Corp. (the Club) made amendments to its by-laws. The Corporation Code establishes the procedure and other formal requirements a corporation needs to follow in case it elects to dissolve and terminate its structure voluntarily where no rights of creditors may be prejudiced (see Sec. (1) Was the Club dissolved already at the time the complaint was filed? (2) Does the SEC have jurisdiction over the case? Held. there can be no intra-corporate dispute over which the SEC may exercise jurisdiction.R.. Raniel and the validity of the amendments in the club’s by-laws are. de la Osa Facts. a fortiori. et al. 86 SCRA 131. the Club had already dissolved its corporate existence. Parties here involved are officers and members of the Club. FMC moved to dismiss on the ground of lack of jurisdiction. The subject of the complaint. Respondent de la Osa was an employee of FMC. Raniel. It was never the purpose of the Legislature to exclude [a foreign corporation not doing business in. L-34382. furthermore. respondents Sps. 142924. J. No. G. among others. Makasiar. Is FMC doing business in the Philippines so that the service of summons upon Catuira. et al. 26 March 1979. Gutierrez. 5 December 2001. Catuira was a liaison officer of FMC. (1) No. Puno. the object of the Corporation Law was to prevent [a foreign corporation from doing business in the Philippines] without taking the steps necessary to render it amenable to suit in the local courts. Clearly. v. Petitioner Catuira is its Philippine agent with authority to execute therefor employment contracts and receive therefor legal services from processes of the Philippine courts of justice. but has obtained] an isolated order for business from. namely. Corp. the Philippines from securing redress in the Philippine courts. 20 July 1983. “Doing business” includes. Summons was served upon Catuira. Inc. within the SEC’s jurisdiction. Indeed. They sought to have their expulsion declared illegal and also to have the amendments to the Club’s by-laws declared a nullity. The SEC Order of Dissolution was never submitted as evidence.

In a period of 5 months. Eriks is doing business in the Philippines without the requisite license. Inc. However. Philam DC. No. 276 SCRA 576. in view of the law. Further. respondent Enriquez. being a foreign corporation doing business in the Philippines without the required license. Thus. Does HIC have the capacity to sue in Philippine courts? Held.Facts. CA reversed holding that MCI is engaged in business in the Philippines without a license and. However. holding that Eriks is barred from prosecuting the action under Sec. J. Yes. et al. More than the sheer number of transactions entered into. its grant and extension of 90-day Facts. The object of Sec. It is thus barred access to our court system.[14] The sale by Eriks of the goods. HIC did not have a license to do business in the Philippines. it has already obtained the necessary license. Respondents were liable for breach of contract of carriage covering a shipment of coils of Black Hot Rolled Copper Wire Rods. MCI did it itself. G. Jr. Panganiban. Inc. Mentholatum Co. it may not prosecute this action. No. made 16 purchases of goods from Eriks on 90-day credit terms. RTC dismissed the complaint. Petitioner The Home Insurance Co. CA and Enriquez. No. the lack of capacity to sue at the time of the execution of the insurance contracts must be deemed to have been cured by the subsequent registration. through its agent. et al. 6 February 1997. it may not maintain the suit. Pursuant to its right of subrogation. MCI. also a medical salve. (HIC) paid their customer pursuant to the insurance policy it had with said customer covering the shipment. respondents Mangaliman brothers manufactured and sold “Mentholiman”. At the time the insurance contracts were executed. v. . Issue.R. The Corporation Law must be given a reasonable interpretation which does not hamper the development of trade relations and which fosters friendly commercial intercourse among countries. Mangaliman. the purpose and object of its organization. in this case. 27 June 1941. CFI ruled for MCI. MCI does not have a license to do business in the Philippines. G.. It follows that whatever transactions Philam DC had executed. Issue. the performance of acts or works or the exercise of some of the functions normally incident to. MCI. Facts.[12] It does not have license to do business in the Philippines. HIC brought suits against respondents to recover what it has paid. to that extent. v. MCI is a Kansas corporation with PhilippineAmerican Drug Co. Ltd. a clear and unmistakable intention on the part of Eriks to continue the body of its business in the Philippines is more than apparent. J. The complaints were dismissed on the ground that HIC failed to prove its capacity to sue. at the time it filed the complaints. Laurel. Eriks filed a collection suit. (Philam DC) as its exclusive distributing agent in the Philippines. No. 69 of the Corporation Law was to subject the foreign corporation doing business in the Philippines to the jurisdiction of our courts. which are part and parcel of its main product line.[13] CA affirmed. Issue. Enriquez failed to settle his account. “Doing business” implies a continuity of commercial dealings and arrangements. MCI sued for trademark infringement and unfair competition. May Eriks prosecute the action? Held. and contemplates. Petitioner Eriks Pte. (MCI). May MCI prosecute the action? Held. The requirement of registration affects only the remedy. Ltd. The true test in determining whether a foreign corporation is “doing business” seems to be whether such corporation is continuing the body or substance of the business or enterprise for which it was organized or whether it has substantially retired from it and turned it over to another. (Eriks) is a Singaporean corporation.. was actually carried out in the progressive prosecution of commercial gain and the pursuit of the purpose and object of its business. thus. “Mentholatum” is the registered trademark for the medical salve manufactured by petitioner Mentholatum Co. has been doing business in the Philippines by selling its products here. and in progressive prosecution of.[11] The lack of registration cannot be taken to mean that the insurance contracts made were void such that no suits could be prosecuted on them in any court. 118843. Jr. L-47701. Eriks Pte. Later. And.R. 133 of the Corporation Code.. 73 Phil 524.

SBMA.credit terms to Enriquez for every purchase made. in the pursuit of the purpose and object for which it was organized. Ltd. No. Stokely opted to enter into a second transaction where petitioners were to buy back the crude coconut oil in an amount which will earn Stokely a profit equivalent to its loss of US$103. Stokely filed a collection suit.[15] Participating in the bidding process constitutes “doing business” because it shows the foreign corporation’s intention to engage in business here.600. Ltd. Petitioners failed to deliver so Stokely covered its coconut oil needs in the open market and sustained a loss of US$103. (Stokely) is a corporation organized and existing under the laws of Indiana. One of the bidders[16] appealed to the Office of the President (OP). Inc. The amount or volume of the business is of no moment. et al. Does HPPL have the legal capacity to sue? Held. Facts. It must be held to be incapacitated to bring this petition. there was only one agreement between the petitioners and Stokely. Petitioners impugn Stokely’s legal capacity to sue for being a foreign corporation doing business in the Philippines without a license. either as a seller or buyer. et al. Jr.A. Petitioners still failed to deliver. It purchased from Comphil (control of which now belongs to petitioners) 500 long tons of crude coconut oil. Facts. L-61523. (HPPL). Gutierrez. Respondent Subic Bay Metropolitan Authority (SBMA) conducted a bidding for the development and operation of a modern marine container terminal within the Subic Bay Freeport Zone. The legal capacity of HPPL to sue is impugned for doing business in the Philippines without a license. credit is extended only to x x x those on whom there is an intention to maintain long-term relationship. The series of transactions in question could not have been isolated or casual transactions. The three seemingly different transactions were entered into by the parties only in an effort to fulfill the basic agreement and in no way indicate intent on the part of Stokely to engage in a continuity of transactions with petitioners which will categorize it as a foreign corporation doing business in the Philippines. J.. A single act or transaction may be considered as “doing business” when a corporation performs acts for which it was created or exercises some of the functions for which it was organized. HPPL was still selected the winning bidder. Petitioners argue: Stokely has participated in three transactions. Petitioners again failed to pay. Notwithstanding. Being a foreign corporation not doing G. HPPL is doing business in the Philippines without the requisite license. SBMA conducted a reevaluation. Issue.. The transactions entered into by Stokely with petitioners are not a series of commercial dealings which signify an intent on the part of Stokely to do business in the Philippines but constitute an isolated one which does not fall under the category of "doing business. HPPL moved for maintenance of status quo which was denied. 31 July 1986. 131367.R. for even a singular act cannot be merely incidental or casual if it indicates the foreign corporation’s intention to do business. It has no license to do business in the Philippines. since in the usual course of commercial transactions. U. 31 August 2000..R. the OP directed the SBMA to refrain from signing the Concession Contract with HPPL and to conduct a rebidding. v. SBMA nonetheless commenced the rebidding. J. Issue. Does Stokely have the legal capacity to sue? Held. Pursuant to the directive from the OP. Hence." It can be deduced that in reality. which are by their nature. HPPL filed a complaint with the RTC for specific performance. Ynares-Santiago. unarguably shows an intention to continue transacting with Enriquez. et al. mandatory injunction and damages. Inc. Antam Consolidated. No. G.. Hutchison Ports Phils. CA. Instead of making an outright demand on petitioners. . Respondent Stokely Van Camp. SBMA resolved to award the winning bid to petitioner Hutchison Ports Phils. v. this petition for injunction. The bidding for the concession contract is but an exercise of the corporation’s reason for creation or existence. Stokely then entered a third transaction with petitioners whereby the latter were to sell crude coconut oil to it at a discounted rate.600.S. No. Yes. the total amount of such discount also being equivalent to its loss.

Agilent is a foreign corporation. J.S. whereby it acted as the latter's broker for the purchase and sale of futures contracts in the U. G. it needed no license before it can sue before our courts. Thus. 154618. Assuming that the Sps. doing business in the Philippines without a license. Petitioner Merrill Lynch Futures. The Sps. Agilent cannot be deemed to be "doing business" in the Philippines. v. No. Facts. Van Zuiden Bros. 24 July 1992. a domestic corporation. ML FUTURES filed a collection suit. The rule is that a party is estopped to challenge the personality of a corporation after having acknowledged the same by entering into a contract with it. Lara knew and were duly advised it did not have a license to do business in the Philippines.). Agilent’s activities in the Philippines were confined to (1) maintaining a stock of goods in the Philippines solely for the purpose of having the same processed by Integrated Silicon. Under the VAASA. Lara G. being a foreign corporation doing business in the Philippines without a license. 14 April 2004.business in the Philippines. It had no license to do business in the Philippines. As such.R. ML FUTURES entered into a Futures Customer Agreement with respondents. chiefly in cases where such person has received the benefits of the contract x x x. Does Agilent have legal capacity to sue? ML FUTURES allege: from the outset. May the Sps. Ltd. (ML FUTURES) is a futures commission merchant organized and existing under the laws of Delaware. Inc. et al. Inc. 97816. Ltd. the Sps. J. CA and Sps. Integrated Silicon Technology Phils. v.. Integrated Silicon was to locally manufacture and assemble fiber optics for export to HP-Singapore. and (2) consignment of equipment with Integrated Silicon to be used in the processing of products for export. Lara refused to settle. Narvasa. it appeared Integrated Silicon refused to return to Agilent its equipment. Carpio. The principle will be applied to prevent a person contracting with a foreign corporation from later taking advantage of its noncompliance with the statutes. Lara were aware from the outset that ML FUTURES had no license to do business in this country. 147905. RTC granted the motion. No. Hewlett-Packard Singapore (HP-Singapore) entered into a Value Added Assembly Services Agreement (VAASA) with respondent Integrated Silicon Technology Phils. it would be inequitable for the Sps. G. Agilent sued.[18] Held. and pay Integrated Silicon the purchase price of the finished products.R. Orders were transmitted through the facilities of its agent corporation[17] for four or so years. Corp. Corp. When the VAASA expired. Issue. The Sps. CA affirmed. among others. Merrill Lynch Futures. Lara moved to dismiss on the ground of ML FUTURES’ lack of capacity to sue for. Lara. Ltd (Agilent). Lara impugn ML FUTURES' capacity to sue them in Philippine courts? Held. HP-Singapore was to consign raw materials to Integrated Silicon. the Sps. Integrated Silicon impugned Agilent’s legal capacity to sue for. There would seem to be no question that the Sps. Agilent is not doing business in the Philippines.R. Lara to evade payment of an otherwise legitimate indebtedness due and owing to ML FUTURES upon the plea that it should not have done business in this country in the first place. No. J. Ynares-Santiago. Stokely does not need to obtain a license to do business to have capacity to sue. which is not licensed to do business in the Philippines. 28 May 2007. Inc. The last 3 transactions had resulted in a loss. U. HP-Singapore’s rights and obligations to the VAASA were later assigned to petitioner Agilent Technologies Singapore (Pte. C. GTVL Manufacturing Industries. v. Issue. (Integrated Silicon).. machineries and materials. Facts. No.A. This doctrine of estoppel to deny corporate existence applies to foreign as well as to domestic corporations.).S. Lara received benefits generated by their business relations with ML FUTURES. transport machinery to the plant of Integrated Silicon. B. Agilent Technologies Singapore (Pte. . among others. Yes.

27 October 1997. Code. No. We affirm that the SEC is the entity with the primary say as to whether or not securities. ZUIDEN alleged in its complaint: it is engaged in the importation and exportation of several products. ZUIDEN filed a complaint for a sum of money against respondent GTVL Mnfg. Per instructions of GTVL. Thus. cannot be deemed as doing business in the importing country. after all. One of PSE’s main concerns. Petitioner B. The mere act of exporting from one’s own country. J. Industries. issues and circumstances surrounding PALI’s ownership over its assets that adversely affect the suitability of listing PALI’s shares in the stock exchange. As to its corporate and management decisions.[19] Facts. after all. CA held: the SEC had jurisdiction and authority to look into the decision of PSE for the purpose of ensuring fair administration of the exchange pursuant to Sec.. Van Zuiden Bros. the products were considered sold. there is no basis for ruling that ZUIDEN is doing business in the Philippines. SEC ruled in favor of PALI and ordered PSE to cause the listing of the PALI shares. This is not to say.6(j) and 38(b) of PD 902-A.R. Tinga. This is in line with the SEC’s mission to ensure proper compliance with the laws. (PALI) sought to course the trading of its shares through the petitioner PSE. its orders are not reviewable by the courts. Respondent Puerto Azul Land. that the PSE’s management prerogatives are under the absolute control of the SEC. ZUIDEN is not doing business in the Philippines. the SEC may exercise such power only if PSE’s judgment is attended by bad faith. CA. RTC dismissed the case for ZUIDEN’s lack of capacity to sue. may be traded or not in the stock exchange. No. and so long as it acts in good faith. Inc. including shares of stock. a Hong Kong company based in Hong Kong. We find no single activity which ZUIDEN performed here in the Philippines pursuant to its purpose and object as a business organization. the purchased goods are delivered to Kenzar. Inc. No. GTVL failed and refused to pay the agreed purchase price for several deliveries. CA. PSE is. 125469. (GTVL)—a domestic corporation. 281 SCRA 232. 12 September 2008. holding that it was doing business in the Philippines without a license. G. it received objections from the representative of the late Pres. Issue. for a contrary ruling was not to the best interest of the general public as there is serious doubt on the integrity of PALI as a stock issuer. G. et al. Questions of policy and of management are left to the honest decision of the officers and directors of a corporation. As PSE was considering PALI’s application. or false promises. and the imposition of worthless ventures. To be “doing business in the Philippines" for purposes of Sec. Ltd. CA affirmed. without doing any specific commercial act within the territory of the importing country. 161057. J. GTVL purchased lace products from it on several occasions. among others.R. Therefore. Upon Kenzar’s receipt of the goods. In this case. Torres Jr. the foreign corporation must actually transact business in the Philippines on a continuing basis in its own name and for its own account. The PSE has all the rights pertaining to corporations. and the courts are without authority to substitute their judgment for the judgment of the board directors. is still the generation of profit for its stockholders. Gabionza and Tan v. however.Facts. PSE v. The board is the business manager of the corporation. SEC and Puerto Azul Land. . Does ZUIDEN have the legal capacity to sue in Philippine courts? Held. (ZUIDEN) is a Hong Kong corporation without license to do business in the Philippines. Thus. in turn.*20+ PSE rejected PALI’s application on the ground of the existence of serious claims. Does SEC have the jurisdiction and authority to reverse the decision of the PSE? Held. Marcos and his family who claim PALI’s properties to be part of the Marcos estate. including lace products. as such. The purpose of the RSA. CA affirmed. In the case at bar. notwithstanding the regulatory power of the SEC over the PSE. the State will generally not interfere with the same. had the obligation to deliver the goods to the Philippines to GTVL. PSE was in the right when it refused PALI’s application. is to give adequate and effective protection to the investing public against fraudulent representations. it does not need a license before it can sue before our courts. therefore. the sales of lace products were consummated in Hong Kong.[21] Issue. Inc. Yes. 133 of the Corp. a corporation.. Kenzar. and the resultant authority to reverse the PSE’s decision in matters of application for listing in the market.

v. ASBHI filed for rehabilitation and receivership.1 of the SRC.” A check is a commercial paper evidencing indebtedness of any person. In 2000.51% and petitioner Cemco Holdings. violation of the RSA." Under Power Homes’ scheme. No. Respondent National Life Insurance Co. While the question of whether the subject checks fall within the classification of securities under the RSA may still be the subject of debate. and cursorily ruled that the postdated checks issued by ASBHI do not constitute securities under the RSA. giving Cemco now 60% ownership of UCHC. SEC Facts.[23] Respondent SEC received two letters inquiring into the legitimacy of Power Homes’ network marketing. Inc. National Life Insurance Co. among others. 7 August 2007. No tender offer for the UCC shares was made. a minority stockholder of UCC. No. 53% total ownership of the same. the lenders would renew the loans. Inc. ASBHI borrowed funds from about 700 individual investors amounting to close to P4 billion. SEC conducted an investigation.G. Chico-Nazario. Yes. Inc. a prima facie case has been established. Issue. G. An investment contract is defined in the SRC Rules as a "contract. Facts. a publicly-listed company. either collecting only the interest earnings or rolling over the same with the principal amounts. filed a complaint with the SEC praying that the mandatory . an investor enrolls to be entitled to recruit other investors and to receive commissions from the investments of those directly recruited by him.R. The SOJ directed the filing of information for violation of the prohibition against the sale or offer for sale of unregistered securities under the RSA. transaction or scheme (collectively ‘contract’) whereby a person invests his money in a common enterprise and is led to expect profits primarily from the efforts of others. (ASBHI). ordered the dismissal of the criminal cases. Power Homes Unlimited Corp. Petitioner Power Homes Unlimited Corp. Cemco also owned 9% of the stocks of UCHC. (NLIC). This gave Cemco 36% indirect ownership of UCC. SEC thus issued a CDO enjoining Power Homes and any and all persons claiming and acting under their authority from further engaging in the sale.R. (UCC). and issues 2 postdated checks in exchange—one representing the principal amount and the other covering the interest thereon. Since the checks in this case were generally rolled over to augment the creditor’s existing investment with ASBHI. Union Cement Holdings Corp. the scheme constitutes an investment contract which must be registered with SEC before its sale or offer for sale or distribution to the public. they most definitely take on the attributes of traditional stocks. (UCHC) owned 60. SEC found Power Homes to be engaged in the sale or offer for sale or distribution of investment contracts without registering them in violation of Sec. CA upheld the CDO. 164182. In 1998. Does the business of Power Homes constitute an investment contract? Held. Has a prima facie case been established against respondents to warrant their prosecution for the offense? Held. J. C. 26 February 2008. Yes. It is one thing for a corporation to issue checks to satisfy isolated individual obligations.[22] CA reversed. On the maturity of the checks. It borrows funds from individual investors. and consequently. financial or non-financial entity…. at the very least. (Power Homes) is a marketing company that promotes and facilitates sales of real properties and other related products of real estate developers through effective leverage marketing. whereupon.J. The major stockholders of UCHC (BCI and ACC) sold their shares in UCHC to Cemco. Issue. 171815. offer or distribution of the securities. Thus. Facts. financial or non-financial entity. The definition of “securities” set forth in the RSA includes “commercial papers evidencing indebtedness of any person. The accumulated amount received by the investor comes primarily from the efforts of his recruits. filed a complaint for. and another for a corporation to execute an elaborate scheme where it would comport itself to the public as a pseudo-investment house and issue postdated checks instead of stocks or traditional securities to evidence the investments of its patrons. two of the many individual lenders of ASBHI. Petitioners.03% of the stocks of Union Cement Corp. v. Puno. 8. ASBHI runs the following modus operandi. and obtained an order enjoining it from paying its outstanding liabilities. 529 SCRA 355. The checks would mature in 30 to 45 days. Respondents are the President and Senior VP-Treasurer of ASB Holdings.[24] Cemco Holdings. (Cemco) 17.

19 of the SRC.tender offer rule be applied. it has the incidental power to conduct hearings and render decisions fixing the rights and obligations of the parties. 15 October 2007. (2) the mandatory tender offer rule applies only to direct acquisition of shares. (1) Does the SEC have the jurisdiction to require Cemco to make a tender offer? (2) Does the rule on mandatory tender offer apply to the indirect acquisition of shares in a listed company? Held. Issue. rule or regulation authorizing it. because it would become powerless to regulate and implement the law. 5. G. Cemco argues: (1) SEC’s authority is purely administrative. 40[26] of the RSA only lays down the general powers of the SEC to regulate and supervise the corporate activities of organizations connected with the securities market. Quisumbing. Tender offer is in place to protect minority shareholder against any scheme that dilutes the share value of their investments. Sec. 19 thereof. Phil. a tender offer must occur. SEC ruled in NLIC’s favor. The power to regulate PASTRA’s fees was included in the general power given to SEC under said Sec. .1(d)).R. petitioner PASTRA[25] increased its transfer processing fees from P45 to P75 and then to P100 in span of 5 months. v. (2) Yes. or which are necessary or incidental to the carrying out of. CA. Defiance was subject to administrative sanctions. PASTRA argues: SEC cannot restrict its members from increasing the transfer and processing fees because there is no specific law. 5. this case involves the question of whether the SEC had the power to enjoin PASTRA’s planned increase in fees after the SEC had determined that said act if pursued may cause grave or irreparable injury or prejudice to the investing public. PASTRA was under the obligation to comply with its orders. et al. irrespective of the means. and when this takes place. Assoc. Inc. Facts. this case involves not whether PASTRA’s actions pertained to such management prerogatives or whether PASTRA acted in good faith. directing Cemco to make a tender offer. Rather. giving them the opportunity to sell their shares at the same price as those of the majority shareholders. Yes. such as the provisions on mandatory tender offer in Sec. This it did notwithstanding SEC directives to desist from implementing the new rates. v. While the SEC is indeed without authority to substitute its judgment for that of the corporation’s board of directors on business matters so long as the board acts in good faith. As a regulatory agency. This is the legislative intent of Sec. 536 SCRA 61. investigate or supervise the activities of persons to ensure compliance with the SRC (SRC Sec. 47 of the RSA[28] expressly gave the SEC the power to enjoin motu proprio any such act or practice of securities-related organizations. It gives the minority shareholders the chance to exit the company under reasonable terms. 137321. PASTRA alleged grave abuse of discretion on the part of SEC before the CA. It could not justify SEC’s interference in management prerogatives. of Stock Transfer and Registry Agencies. Does the SEC have the power to issue the CDO? Held. No. As a securities-related organization under the jurisdiction and supervision of SEC by virtue of Sec. Issues. CA dismissed PASTRA’s petition. SEC issued a CDO against PASTRA and fined the same for violating its previous orders. SEC opined that there exists the possibility that the act or practice may cause grave or irreparable injury to the investing public if left unrestrained. Allegedly to sustain financial viability of its members and to upgrade facilities. (1) Yes. CA Morato.1(n)). et al. To deprive the SEC of this power would render the agency inutile. What is decisive is the determination of the power of control. It also may exercise such powers which may be implied from. The legislative intent behind the tender offer rule makes it clear that the type of activity intended to be regulated is the acquisition of control of the listed company through the purchase or shares.[27] Sec. thus it cannot adjudicate and issue orders granting affirmative reliefs such as commanding it to make a tender offer. CA affirmed. SEC conducted a hearing. 40 of the RSA. Control may be effected through a direct and indirect acquisition. J. The SEC has the power and authority to regulate. the express powers granted to it (SRC Sec. PASTRA also authorized the imposition of fees from P50 to P500 for stockholder information requested by external auditors and validation of status of certificates without prior approval of the SEC. 40.

. Inc. has the sole power to decide the issue as to whether he acted within the scope of the vested authority. CA. BF Homes. Orendain v. Orendain. 16 April 2009. Velasco. Orendain moved to dismiss on the ground that the RTC had no jurisdiction. BF Homes. and the resulting certification of proxies in favor of the Meralco management.F. Ventures. that Orendain transacted in his individual capacity and therefore. Thus. inter alia. Jr. 902A. proxies were submitted. Inc. Inc. In addition. No. which falls under the jurisdiction of the SICD.. Callejo. and all corporate acts thereafter taken by the respondent Matsuura and the officers elected in the said meeting. (LSFSIPI).R. Is the issue in the SICD case a prejudicial question in the PED case? Held. Issue. and this case does not involve intra-corporate proceedings. CA affirmed. Inc. 436 SCRA 438. BF Homes filed with the RTC an action for reconveyance of the property against LSFSIPI and Orendain alleging. The issue under SICD Case is an intra-corporate dispute.R. The controversy involves matters purely civil in character and is beyond the ambit of the limited jurisdiction of the SEC. the seller. J. J. Ventures. 141510.F. Matsuura requested the SEC to examine the basis of the capital increase of T. the resulting stockholders’ meeting pursuant to the said notice.[29] This was docketed with the Prosecution and Enforcement Dept.. In connection with the annual stockholders’ meeting of Meralco. Does the RTC have jurisdiction over the case? Held. During the receivership. 8 of PD No. Petitioners (stockholders/officers of T. GSIS alleged that the information statement Meralco had filed with the SEC in connection with the annual meeting did not contain any proxy form as required by AIRR-SRC Rule 20 (“The Proxy Rule”). Ventures. corporate . among others. Later. No. represented by Orendain. Ventures. Furthermore. He alleged. the determination of the validity of the sale to LSFSIPI will necessitate the application of the provisions of the Civil Code. Sr. 31 October 2006. Issue. which appointed the rehabilitation receiver.. Facts. (PED) of the SEC.) instituted a petition with the SEC against respondent Matsuura (Chairman of the Board of Directors of T. 13 August 2004. executed a Deed of Sale conveying a parcel of land to the Local Superior of the Franciscan Sisters of the Immaculate Phils. was distressed over the proxy validation proceedings. No. devices and misrepresentations in violation of the law. Subsequently. GSIS filed an Urgent Petition with the SEC seeking to.F. which falls under the jurisdiction of PED pursuant to Sec. (SICD) of the SEC. The case was docketed with the Securities Investigation and Clearing Dept. Orendain argues: it is the SEC that has jurisdiction by virtue of PD 902-A since BF Homes’ suit was instituted against him as its former receiver. G. the SEC. that petitioners falsely certified the Treasurer’s Affidavit to enable the petitioners to gain control of T. 146313. Respondent BF Homes was placed under receivership. RTC denied the motion. neither FBO nor Orendain had title to the property transferred.R. 183905. Petitioner GSIS. Inc. annul and declare invalid proxies in favor of the private respondents.[30] Chairman..) and others for the annulment of the notice of annual stockholders’ meeting. alleging commission of fraudulent schemes. G. Facts. Petitioners moved to suspend proceedings in the PED case and/or consolidation of cases alleging that the issue in the SICD case is a prejudicial question therein. a major stockholder in Meralco. et al. Ventures.G. (FBO) with petitioner Orendain as Facts. Inc. we find no cogent reason to sustain Orendain’s manifestation that the resolution of the instant controversy depends on the ratification by the SEC of the acts of its agent or the receiver because the act of Orendain was allegedly not within the scope of his authority as receiver. while the investigation being conducted by the PED is the alleged anomalous transaction and spurious documents used in the increase in capital of T. Inc. 506 SCRA 243. The rehabilitation receiver appointed by the SEC was FBO Management Networks. among others. J. The LSFSIPI is neither an officer nor a stockholder of BF Homes. Hence.[31] Government Service Insurance System v. is being sued in his individual capacity for the unauthorized sale of the property in controversy. Yes.F. There is no identity of causes of action or identity of rights asserted by the parties in both cases.F. at practically zero cash outlay. The proceedings in the said cases are independent and separate of each other and may thus proceed separately. Tinga. Inc. No.

Sumndad v. 12 April 2002. Respondents filed a petition for certiorari with prohibition with the CA. Thirdly. The citation in the CDO of Sec. the error of the SEC in granting the CDO without stating which kind of CDO it was issuing is unpardonable. (1) No. by only by one commissioner likewise renders the order fatally infirm. The power of the SEC to investigate violations of its rules on proxy solicitation is unquestioned when proxies are obtained to vote on matters unrelated to the cases enumerated under Sec. SEC Commissioner Martinez issued the CDO. Does the SEC have jurisdiction over the petition filed by GSIS? Was the CDO issued valid? That the proxy challenge raised by GSIS relates to the election of the directors of Meralco is undisputed. The CDO under Sec. 5. J. the body or tribunal must "render its decision in such a manner that the parties to the proceeding can know the various issues involved. Sec. 5 of PD 902-A. which is not the case with the CDO under Sec. The SEC is a collegial body composed. G.[34] Issues. 64 may be the object of a formal request for lifting within five (5) days from its issuance. It is evident under Sec. GSIS argues: since proxy solicitations. in which stockholders are authorized to participate under Sec.5 and 64 in ratiocinating the issuance. 64. dismissing the *petition+ filed by GSIS in the SEC for SEC’s lack of jurisdiction. However. Harrigan and Boracay Beach Club Hotel. have to be made in accordance with rules and regulations issued by the SEC. including election contests were transferred to the regional trial court. the CDO granted with respect thereto is necessarily invalid. Harrigan acquired 40% of the authorized capital stock of BBCHI. is legally impermissible. 24 of the Corporation Code. 902-A. 5. and the reason for the decision rendered. the SEC’s jurisdiction over all cases enumerated in Sec. 53. Meralco announced it would push through with the meeting opining that the CDO is null and void. however. as it is an act that contravenes due process of law. it is the SEC under SRC Sec. the resulting controversy.3 and 64 together may leave the impression that it is grounded on all three provisions. The controversy falls within the contemplation of an election controversy properly within the jurisdiction of the regular courts. even if it ostensibly raised the violation of the SEC rules on proxy solicitation. Facts. 53.officers of Meralco (respondents). Firstly. 64. The CDO cited SRC Sec. Notwithstanding the CDO.3 is premised on distinctly different requisites than the CDO under Sec. The land was then assigned to defendant Boracay Beach Club Hotel. 381 SCRA 8. Even more crucially. It acts through a five-person body. No. as its fulfillment would afford the adverse party the opportunity to interpose a reasoned and intelligent appeal that is responsive to the grounds cited against it.1. Inc.3 is confined to a definite span of ten (10) days. (2) No. 53. of land in Boracay owned by Sumndad. should be properly seen as an election controversy within the original and exclusive jurisdiction of the trial courts.000 sq. 53. 5 of PD No. 53. 132358. and concluding that SEC’s CDO and SCO are thus void ab initio.2 of the SRC.1. Quisumbing. (1) (2) Held. a remedy not expressly afforded to the CDO under Sec. among others. much less apparently deliberated upon. GSIS also prayed for the issuance of a Cease and Desist Order (CDO) to restrain the use of said proxies during the annual meeting. For the development of the resort.[32] Respondents argue: under Sec. Petitioner Sumndad and respondent Harrigan entered into a joint venture agreement to establish and develop a first-class tourist resort on 3. and each of the members has one vote to cast in every deliberation concerning a case or any incident therein that is subject to the jurisdiction of the SEC. following SRC Section 20." This requirement is vital. 2 of the Interim Rules on Intra-Corporate Controversies.R. 53. 5. SEC issued a Show Cause Order (SCO) against respondents ordering them to explain why they should not be cited for contempt.3. (BBCHI).[33] And under Rule 6.m. when proxies are solicited in relation to the election of corporate directors. but only to the election of directors or trustees. Inc. Harrigan made several advances or loans in favor of BBCHI amounting to a total of . the lifetime of the CDO under Sec. In administrative proceedings. This CDO under Sec. 5(c) of PD 902-A that the jurisdiction of the regular courts over election contests or controversies does not extend to every potential subject that may be voted on by shareholders.1 that has the jurisdiction to investigate alleged violations of the rules on proxy solicitations. CA ruled in favor of respondents. since the SEC had no jurisdiction over the petition filed by GSIS.1. the fact that the CDO was signed. The linchpin in deciding the question is whether or not the cause of action of GSIS before the SEC is intimately tied to an election controversy. an election contest includes any controversy or dispute involving the validation of proxies. Secondly.[35] This.

Sec. Lopez. The determination of whether a contract is simulated or not is an issue that could be resolved by applying pertinent provisions of the Civil Code. Petitioner Velarde was the General Manager of Sky Vision Corp. throw the case within SEC’s jurisdiction. Leslim Corp. was amenable. the SEC has original and exclusive jurisdiction to hear and decide cases involving devises or schemes employed by or any acts of the Board of Directors. filed a collection suit with the RTC. Harrigan brought suit in the RTC for collection of money. Inc. (Leslim) executed a deed of absolute sale in favor of petitioner Speed Distributing Corp. Within the context of the complaint. Pastor owned 79. RTC ruled in favor of Harrigan. among others.R.. its officers and partners. Inc. amounting to fraud and misrepresentation which may be detrimental to the interest of the public and/or to the stockholders. Callejo. Sr.R. Facts. No. Sumndad argues: RTC has no jurisdiction over the subject matter of the case because the complaint alleges fraud committed by BBCHI against complainant Harrigan who is a stockholder thereof. he alleged: “In so allowing another person to have absolute and uncontrolled x x x management x x x of the x x x facilities of [BBCHI] without any corresponding financial return x x x and the misappropriation by said third party of the income x x x [BBCHI] has. Sec. RTC dismissed the complaint[38]. Pastor Lim died intestate and was survived by his wife (respondent Rufina). and further ruled that the action involved an intracorporate controversy over which the SEC had jurisdiction. Rufina has never been a stockholder of either Leslim or Speed. Issue. Velarde filed a counterclaim for unpaid salaries.[41] Lopez. Sky Vision then wrote Velarde. Rufina filed a complaint against Speed and petitioners with the RTC for the nullification of the .. Lopez. holding that Lopez.[39] CA remanded the case to the RTC to hear the complaint on the merits. Inc. Jurisdiction belongs to the SEC. ipso facto. had interlocking directors. is not the real party-in-interest. CA agreed that the case involved an intra-corporate controversy but in the light of the enactment of the SRC. (Sky Vision). and apparently proposed that he set-off his loan obligation partially with his retirement benefits from Sky Vision. the said phrase can only mean “to the prejudice of creditors” and not to the devises or schemes tantamount to fraud and misrepresentation contemplated in PD 902-A. Carpio-Morales. in fraud of creditors. In his amended complaint. Facts. 5. Both elements of an intra-corporate controversy are absent. Yes. including *Harrigan+”. corporate officers and shareholders. J. Inc. apparently in response to the latter’s request. Velarde loaned P10M from Lopez. disposed of x x x and/or wantonly x x x dissipated x x x corporate properties and funds. thereby depriving her of her conjugal share as well as her own share in her husband’s own estate. Inc.*36+ The mere use of the phrase “in fraud of creditors” does not. However. RTC denied.75% of Leslim and only 10 of the 12. Issue. 14 January 2004. Speed Distributing Corp. from the totality of the complaint filed by Harrigan. business associates. Inc. Sumndad moved to intervene and was allowed. Sky Vision and Lopez. the main issue is whether or not he is entitled to collect the loan and not whether or not he was defrauded by BBCHI. Inc. et al. J.P8M plus interests. 425 SCRA 691. and other compulsory heirs. showing the computation of his retirement benefits proposed to be set-off. necessarily. unpaid incentives. moved to dismiss the counterclaim for lack of jurisdiction. a subsidiary of respondent Lopez. BBCHI did not pay despite repeated demands. Velarde v. the case does not involve an intra-corporate controversy. reasonable return on the stock ownership plan and other benefits. Velarde protested the computation. Lopez. Does the case involve an intra-corporate controversy? Held. in effect. but she was subsequently declared in default. 17 March 2004. CA and Rufina Lim G. 419 SCRA 422. 5. Few months later. Under PD 902-A. but was dismissed. Secondly. averring that the money claims arise from a labor relationship and thus are within the competence of the NLRC. (Speed) which covered a parcel of lot at Diliman.[40] Firstly. v. jurisdiction therefor now belongs to the RTC. CA reversed and dismissed the counterclaim. if the nature of the controversy involves matters that are purely civil in character.500 shares of Speed. Sumndad filed a petition for certiorari with the CA. No. Velarde defaulted in paying his installments. 149351. G.[37] said deed of sale alleging that the same is simulated and that it was a scheme resorted to by petitioners in divesting Leslim of real property so as to gain control of the estate of Pastor. Quezon City. 153886. Does the RTC have jurisdiction over the subject matter of the case? Held. Inc. No.

R. In February 1983. Issues. J. 5 of PD 902-A upon the SEC must be viewed in the light of the nature and function of the SEC under the law. will or existence of its own. and Nestlé S. et al. Rivera alleged that petitioners Rivilla. CR AGRO defaulted on the payment. Inc. 13 November 1991. et al. Is the subject matter of the case within the jurisdiction of the RTC? Is the piercing of the veil of corporate fiction justified? registration thereof with the SEC and by falsely representing that it was so registered. The question of remuneration involving a person who is not a mere employee but a stockholder and officer of the corporation is not a simple labor problem but a matter that comes within the area of corporate affairs and management. 78170. A subsidiary has an independent and separate juridical personality. has complete control over Sky Vision so that Sky Vision had at the time of the transaction no separate mind. In other words. The case at bar is not simply an action for the recovery of a sum of money.—its corporate officers and controlling stockholders. (2) No. Rivera now seeks the return of his investment by CR AGRO.A. Inc. 203 SCRA 504. (Nestlé) increased its authorized capital stock (ACS) from P300M divided into 3M shares to P600M into 6M shares for the same par value per share of P100. evidently. Sec. Rivera filed a complaint with the RTC. (1) Yes. and more particularly. (CR AGRO).[44] Nestlé Philippines. 6(c) of the same. distinct from that of its parent company.R. 902-A. the jurisdiction of the SEC should be construed in relation to its power of control and supervision over all corporations to encourage active public participation in the affairs of private corporations by way of investments. The averments of Rivera shows that. Does the RTC have jurisdiction over the case? Held. Nestlé requested exemption of its proposed issuance of additional shares from the registration requirement under Sec. 86738. Feliciano. Agro Industrial Devt. G. moved to dismiss on the ground that it is the SEC which has jurisdiction and not the RTC. Issue. No. Padilla. No. CA affirmed. SEC denied the requests. 4 of the RSA and from payment of the exemption fee referred to in Sec. v. RTC denied the motion. 31 July 1989. Rivilla.[43] Nowhere in the pleadings and other records of the case can it be gathered that Lopez. a promissory note was issued in the name of CR AGRO in favor of respondent Rivera. Facts. It springs from an investment made by Rivera with CR AGRO. In December that year. as amended. v. Inc. hence any claim or suit against the latter does not bind the former and vice versa. J. Whence. et al. by Rivilla. corporate officers and shareholders is not enough justification in the absence of fraud or other public policy considerations. et al. 5(a) of PD No. (1) (2) Held. exclusively to their only principal stockholders: San Miguel Corp. Inc.500 shares out of the previously authorized but unissued capital stock of Nestlé. Appellate court upheld RTC’s jurisdiction. Rivilla. 5(c) of PD 902-A*42+ applies to a corporate officer’s dismissal for a corporate officer’s dismissal is always a corporate act and/or an intra-corporate controversy. The requisites for applying the doctrine of piercing the veil of corporate fiction were not established. and is in fact a corporate controversy in contemplation of the Corporation Code. No. and Sky Vision to merit the piercing of the veil of corporate fiction.R. the present controversy is within the contemplation of Sec. Nestlé resolved to issue 344. petitioner Nestlé Philippines. The grant of jurisdiction by Sec. CA and SEC G. et al. The existence of interlocking directors. ruling that the case is for a sum of money properly within the RTC’s jurisdiction. IAC. (the controlling stockholders and officers of CR AGRO) actually used CR AGRO as a shield to perpetrate or commit fraud and/or evade their just and valid obligation to him by issuing the promissory note in the name of CR AGRO without prior .Velarde argues: there is identity of interest between Lopez. Nestlé paid the necessary filing fee of P50k to the SEC. Corp. Respondent Rivera made an investment in C. SEC has jurisdiction over the case. Facts.

Cualoping stamped thereon “Indorsement Guaranteed” and thereafter traded the same with the stock People of the Philippines v. The stock certificates bore the apparent indorsement in blank of the owners thereof as well as the apparent verification of these signatures by Fidelity. the SEC is enabled to examine the issuance of previously authorized but theretofore unissued capital stock on a case-to-case basis. to the SEC en banc. (1) Does the SEC have jurisdiction over the case? (2) Was the imposition of the fine on each of the respondents proper? Held. 29 (a). Petralba . (Fidelity) is the stock transfer agent of Philex Mining.R. Inc. Cualoping paid Lopez checks amounting to P400. neither Fidelity nor Cualoping.Nestlé argues: the proposed issuance of previously authorized but theretofore unissued capital stock is contemplated in the phrase “issuance of additional capital stock” under Sec. CA reversed the order. the negligence committed would still be actionable but such action belongs not to the SEC but to those whose rights have been injured. can be held liable under [Sec. CA. capital stock. 6(b) of the RSA.[45] Wherefore. for trading. Respondent Fidelity Stock Transfer. 6(a)(4) and therefore is an exempt transaction. Neither have they been made parties to the proceedings now at bench. A justiciable controversy such as can occasion an exercise of SEC’s exclusive jurisdiction would require an assertion of a right by a proper party against another who. Any peremptory judgment by the SEC. Given the factual circumstances found by the appellate court. Facts. albeit remiss in the observance of due diligence. SEC v. et al. In this case. RSA]. precisely when such protection may be most needed. The phrase “issuance of additional capital stock” under Sec. (Cualoping). and grant or withhold exemption depending on the perceived level of need for protection by the investing public pursuant to Sec. which reads in part: “xxx it shall be unlawful for any person xxx in connection with the xxx sale of any securities – xxx (3) to engage in any xxx course of business which operates or would operate as a fraud or deceit xxx”. the proper parties would be all or any of those who are adversely affected by the transfer of the pilfered stock certificates. Fidelity rejected the issuance of the new certificates in favor of the buyers alleging the indorsements were forged. (2) No. J. The stocks ended in the hands of a certain Agustin Lopez who brought the same to respondent Cualoping Securities Corp. in turn. Meanwhile. previously authorized but unissued. 6(a)(4) would establish an inflexible rule of automatic exemption of issuances of additional. By so limiting the scope of the exemption. Nestlé’s proposed construction of Sec. The stockholders who have been deprived of their certificates of stock or the persons to whom the forged certificates have ultimately been transferred by the supposed indorsees thereof are yet to initiate an appropriate adversarial action. Vitug. Nos. 106425 & 106431-32. exchange. Issues. No. a stockbroker. We must reject an interpretation which may disable the SEC from rendering protection to investors.6(a)(4) of the RSA refers only to that which is part of and in the course of increasing the authorized capital stock of a corporation and not to the issuance of already authorized but still unissued capital stock as in the case at bar.000 shares of Philex were stolen from the premises of Fidelity. Fidelity sought an opinion from the SEC. Is the proposed issuance of additional shares exempt from the registration requirement? Held. without such proceedings having first been initiated. not mere negligence. G.000 for the stocks.000 fine for violation of Sec. in the public interest. After 2 months. Both respondents appealed the ruling of the Brokers and Exchange Dept. on the part of the offender must be established. stock certificates representing 1. (1) No. SEC en banc ordered respondents to jointly replace the shares and to each pay a P50. it is exempt from payment of the said exemption fee since that would amount to collecting twice for the same transaction because it has already paid P50k as filing fee for increasing its ACS in February that year. This case started only on the basis of a request by Fidelity for an opinion from the SEC. 246 SCRA 738. To constitute a violation of the RSA that can warrant an imposition of a fine.*46+ In fine. 29 (a) of the RSA. fraud[47] or deceit. would be precipitate. This permits greater opportunity for the SEC to implement the statutory objective of protecting the investing public by requiring proposed issuers of capital stock to inform such public of the true financial conditions and prospects of the corporation. Issue. 21 July 1995. However. The stock certificates were delivered to Fidelity for cancellation.400. Sometime in 1988. contests it.

prior to 11 February 1998. Petralba is an employee of Lansdale Enterprises. CA affirmed. Corporate registration is just one of several requirements before it may deal with securities. like timeshares. (1) Is UB exempt from the Full Material Disclosure Rule of the SEC? Facts.[49] Facts. J. SEC issued a resolution to the effect that TRC was without authority to sell securities. Respondents thus (2) Is the imposition of the fine on UB proper? Held. Thus. RTC convicted Petralba. Petralba argues: the transaction that transpired between Dr. 8 April 1997.000. 27 September 2004. No. 8 of the RSA. Defendant Petralba is charged with. Yes. (2) Proxy Statements [Rule 34(a)-1]. Does the contract between Dr. it is not exempt from the Full Material Disclosure Rule of the SEC. Bailey gave Petralba a check worth $6. Petitioner Timeshare Realty Corp.000 plus P500 for every day that the report was not filed for a total of P91. Inc. the transaction generally is considered to be an investment contract. Union Bank of the Philippines v. 158941.[48] Prior to fulfillment of all the other requirements of Sec. CA affirmed. Quarterly. No. No. offering for sale and selling unregistered securities which are neither exempt securities nor exempt transactions. (TRC) is duly registered as a corporation. Current. Lao and Cortez G. v. Petitioner Union Bank of the Philippines (UB) is a commercial banking corporation trading its shares in the PSE. TRC argues: its mere registration as a corporation already authorizes it to deal with timeshares. Relying on the representations of Petralba.G. The foreign exchange trading transaction appears to be an investment contract or participation in a profit sharing agreement that falls within the definition of the law. It is alleged that she represented herself to complainant Dr. Facts. SEC G. respondent SEC issued an opinion that while UB’s securities are exempt from registration pursuant to Sec 5(a)(3) of the RSA. Panganiban. 138949. 4 from dealing with timeshares. It sold to respondents one timeshare of Laguna de Boracay in 1998. among others. Respondents filed a complaint with the SEC against TRC for violation of the prohibition against the sale of unregistered securities. Issues. Dr. Did TRC’s registration as a corporation authorize it to deal with timeshares? Held. Austria-Martinez. 11 February 2008. SEC ruled for respondents. UB complied with Rule 11(a)-1 only. Timeshare Realty Corp. UB is not exempt from the filing of various reports under the RSA Rules: (1) Annual.R. Bailey as a trader for Lansdale. When the investor is relatively uninformed and turns over his money to others. stating that its Registration Statement became effective only on said date. (3) Information Statements. The touchtone is the presence of an investment in a common venture premised on a reasonable expectation of profits to be derived from the entrepreneurial or managerial efforts of others.R. No. (Lansdale). essentially depending upon their representations and their honesty and skill in managing it. among others [Rule 34(c)-1]. 137512. which business is substantially confined to banking and which . J.R. demanded cancellation of their purchase agreement and refund but TRC refused. (1) No.000 as her starting capital for trading in the alleged securities (foreign currency trading) which were unregistered. SEC sent show-cause letters to UB which it failed to respond to. It further gave a purchaser prior to said date the option to unilaterally rescind his purchase agreement with TRC and receive refund of money paid. J. Bailey and her employer Lansdale was a mere foreign exchange trading which is not covered by the term “securities” of the RSA. 6 June 2001. Issue. 358 SCRA 479. Subsequently. Issue. Bailey and Lansdale come within the term “securities” contemplated by the RSA? Held. RSA Sec 5(a)(3) exempts the securities issued by banking institutions authorized to do business in the Philippines. SEC fined UB P50. and. Austria-Martinez. TRC is absolutely proscribed under Sec. Predecessor and Successor Reports [Rule 11(a)-1].

218 SCRA 281. Without waiting for BSP’s reply. 1 February 1993. 64 of the SRC are not present. Per terms of the Contract. Onapal Philippines Commodities. No. and ordering Onapal to refund Chua. In all the transactions. Chua’s orders. Inc. of the commodity was ever made and final settlement was made by payment of the difference between the price stipulated and the exchange/market price at the time of the pretended delivery. 20 July 2006. was made to understand that the intention was that final settlement is made by payment of the difference between the price stipulated and the exchange/market price at the time of the pretended delivery. Inc. SEC issued a CDO based on Sec. Is the Trading Contract valid? Held. were not transmitted to Hongkong and her money was kept by Onapal in a separate account in a local bank. which in turn must place her orders with the Tokyo Exchange. No. requesting a definitive statement that PFEC’s business transactions are a form of financial derivatives which can only be undertaken by banks or non-bank financial intermediaries performing quasi-banking functions. however. It was merely an initial stage of G. which was carried out to implement the written contract. as a listed corporation. is able to exercise its power of supervision and control over corporations and securities market as a whole. the *SEC+ finds there is a violation of x x x its rules x x x it shall. Frankwell Enterprises of Hongkong.R. the transaction. v. Is the issuance of the CDO proper? Held.” Issue. The “clarificatory conference” undertaken cannot be considered a proper investigation or verification process. Facts. 90707. in its discretion x x x impose x x x a fine of x x x no more than [P50. It turned out the Contract was one for sale of products for future delivery of goods in which either party may elect to make or demand delivery of goods agreed to be bought and sold. Both the essential requirements that must be complied with by the SEC before it may issue a CDO under Sec. Sandoval-Gutierrez.’s (PFEC) business. Nowhere does it state or even imply that UB. Such transactions are illegal. CA and Chua G. Such dealings in futures are mere speculative contracts in which the parties merely gamble on the rise or fall in prices. She brought suit to recover the loss. As a bank. Thereafter. The fine is sanctioned by RSA Sec 46: “If. (2) Yes. SEC then wrote to BSP. Realizing the trading to be gambling. J.is supervised by the BSP. . Chua withdrew from the business. (Onapal) was a commission merchant/broker engaged in commodity futures trading[50] in Cebu.[52] SEC v. Facts.R. This is clearly a form of gambling contemplated under Art..[51] Chua. from registration. The subject Trading Contract in its printed form bears all the indicia of a valid trading contract because it complies with the SEC Rules and Regulations on Commodity Futures Trading. SEC proceeded to make the CDO permanent over the objections of PFEC. Onapal and respondent Chua entered into a “Trading Contract”. J. Petitioner SEC conducted a “clarificatory conference” to ascertain the nature of respondent Performance Foreign Exchange Corp. Chua did not read the Contract nor was she made aware of the contents thereof when she signed it. Chua’s orders shall be directly transmitted by Onapal to its principal. there were no actual deliveries. SEC did not conduct proper investigation or verification before it issued the challenged orders. and thus Chua is entitled to recover what she has paid. 64 of the SRC upon PFEC. after proper notice and hearing. Campos.[54] As for the first requirement. Petitioner Onapal Philippines Commodities. However. actual or constructive.000 out of her total deposit of P800. 154131. Having confined the exemption merely to the initial requirement of registration of securities for public offering. stating that it finds PFEC to be engaged in the trading of foreign currency futures contracts in behalf of its clients without the necessary license contrary to the SRC.000] plus not more than [P500] for each day of continuing violation. however. deviates from the true import thereof as no delivery. Issue. No. 2018 of the NCC. Jr. as a regulatory agency. it is under the supervision of the SEC. is exempt from complying with the reports required by the RSA Rules. such price difference shall be paid by the loser to the winner. holding that the Trading Contract is a specie of gambling and thus was null and void. Otherwise. She was able to get only P470. As a corporation trading its securities in the stock market.[53] CA ruled in favor of PFEC.000. Performance Foreign Exchange Corp. No. PFEC filed a petition for certiorari with the CA. the SEC. the objectives of the Full Material Disclosure policy would be defeated since UB and its dealings would be totally beyond the reach of the SEC and the investing public. UB is primarily subject to the control of the BSP. Lower court ruled in Chua’s favor.

(3) to ensure that stock prices conform to the fundamental value of the companies traded. criminal or administrative actions can possibly be had against the respondents without violating their right to due process and equal protection. and the acts which are enjoined are determinable. (4) to allow shareholders to gain greater control over their corporate managers. 36. the nature of the act to be restrained can only be determined after the BSP shall have submitted its findings to the SEC. . the creation of a special investigating panel to hear and decide the case. the SEC has not promulgated rules to implement Secs. In exchange.[56] no civil. there should be no impediment to its implementation. still needed to be defined by the SEC are not vague. in relation to Sec. the provisions are legal and binding. 30.[55] SEC averred that it received reports that IRC failed to make timely public disclosures of its negotiations with GHB and that some of its directors. IRC will issue to GHB 55% of the expanded capital stock of IRC.such process considering SEC still sought verification from the BSP on the nature of PFEC’s business activity. Tinga: Facts.g. IRC acquired 100% of the capital stock of Ganda Energy Holdings. In the absence of any constitutional or statutory infirmity. 30 of the RSA. To rule that the absence of implementing rules can render ineffective an act of Congress. among others. (GEHI). and (5) to foster economic growth. would empower the administrative bodies to defeat the legislative will by delaying the implementing rules." "reasonable person. insider trading involves the trading of securities based on knowledge of material information not disclosed to the public at the time. 30 and 36. e. Chico-Nazario.R. Respondents filed a petition before the CA. et al. which according to respondents. 8. The most common forms of checking securities fraud are (1) disclosure regulation and (2) financial activity regulation. and the term "beneficial ownership" in Sec. SEC’s referral indicates that it concedes to the BSP’s expertise in determining the nature of PFEC’s business. These provisions are sufficiently clear and complete by themselves. CA held that absent any implementing rules for the RSA provisions which respondents allegedly violated. SEC Chairman issued an Order finding that IRC violated the Rules on Disclosure of Material Facts and that some of its officers and directors engaged in insider trading in violation of Sec. The board of directors of Interport Resources Corp. As for the second requirement. In this case. innovation and access to capital. (2) to supply the informational needs of investors. Under the MOA. the SEC acted with grave abuse of discretion when it issued the CDO even before it could finish its investigation and verification (without waiting for BSP’s determination). Their requirements are specifically set out. J. Respondents aver: SEC still needed to define the terms "material fact. 30 and 36 of the RSA without implementing rules therefor? Held. The terms. 6 October 2008. 30 and 36 of the RSA. Yes. 8. The standard justification for disclosure rules is that the managers of the issuing firm have more information about the financial health and future of the firm than investors who own or are considering the purchase of the firm's securities. Inc. 8. Where the statute contains sufficient standards and an unmistakable intent. which may concern said sections of the RSA. heavily traded IRC shares utilizing this material insider information. CA ruled in repondents’ favor. of the RSA.. *BSP’s determination is thus an+ essential part of the investigation and verification process. (IRC) approved a Memorandum of Agreement (MOA) with Ganda Holdings Berhad (GHB). Concurring opinion by J. At the time. No.[57] SEC v. Financial activity regulation consists of rules about traders of securities and trading on or off the stock exchange." "nature and reliability" and "generally available" in Sec. May respondents be held to violate Secs. In its barest essence. Interport Resources Corp. SEC ordered. Secs. Issue. as in this case. 135808. The reasons given for securities regulation are (1) to protect investors. Disclosure regulation requires issuers to make public a large amount of financial information to actual and potential investors. the set of rules against insider trading. respondents herein. Hence. 36 of the RSA to give effect to the law. G. After a hearing. it implies that the act to be restrained has been determined after conducting the proper investigation/verification.

they are affected with public interest and therefore should be clothed with greater sanctity than ordinary contracts. it may be compelled through the Chairman of the Floor Trading and Arbitration Committee to purchase the same for the selling member’s account. Facts. Buan terminated the agreement. CFI ruled in favor of CMS. if the selling member fails or refuses to deliver. The inviolability of exchange contracts and their enforcement must. LLL refused to accept the belated delivery since its clients for whom the purchases were made had cancelled their orders. SEC which formulated the "disclose or abstain" rule. be guaranteed or else no stock exchange is possible. therefore. J. Romero. J. Issue. Inc. No. Firstly. CMS sued LLL. Are the Exchange Rules controlling as to the subject exchange contracts? Held. Hence CMS’ failure to deliver within the stipulated time warrants rescission of the exchange contracts. He and respondent Buan entered into a Portfolio Mngt. as buyer for and on orders of third parties. RTC ruled in Nicolas’ favor. Thus. 288 SCRA 307. and thus LLL cannot be compelled to accept the belated delivery. Exchange contracts are peculiar in certain ways. 2. if the selling member fails or refuses to deliver. the Exchange Rules must be interpreted to assure enforcement.[59] rules were adopted to govern not only the members but the transactions between the members as well. Does Nicolas have the right to the management fees? Held. Thirdly. L-14291.S. Buan refused to pay. requiring an insider in possession of material nonpublic information to disclose such information before trading or. case at bar. however. Because of the peculiarity of the business involved in a stock exchange. Therefore. Gutierrez. Agreement wherein he was to manage the stock transactions of Buan.R. We see no reason not to apply the same rule in our jurisdiction. Under the applicable rule. Yes. 19 of the RSA which provides that no broker shall sell any securities unless he is registered with the SEC. the right to rescission under the New Civil Code is inapplicable. Public policy demands that LLL must be compelled to accept the delivery of the shares and to pay for them. 27 March 1998. the investor is practically dealing with people who are complete strangers to him. Inc. No. v. As members of the MSE. Respondent CMS Stock Brokerage. Nicolas demanded from Buan P68. if disclosure is impossible or improper. CMS and LLL are bound by the rules and by-laws of the exchange. 8 December 1988. requires a license as evidence of qualification and fitness. Any other interpretation of the Exchange Rules would destroy the Exchange itself. There being a special remedy agreed upon by the members.It was the U. CA G. CMS sold to LLL. among others.650 Benguet Consolidated shares on a 10-20 days delayed deliver basis. Nicolas traded securities for the account of others without the necessary license from the SEC. After about 4 months. LLL avers the law on contracts is controlling in this case (and not the MSE Rules which CA ruled LLL to have violated). 168 SCRA 276. Petitioner Nicolas traded securities for the account of others without the necessary license from the SEC. Issue. unless there are clear and insuperable obstacles to their enforcement. exchange contracts are entered into with speed (in seconds) even if they involve thousands of pesos. No. Secondly. they should be enforced.263. After 6 months. 122857. abstain from trading. Consequently.[58] The contention that rules and regulations of the exchange should not apply to or affect contracts which may involve third persons is without merit.. CA reversed. Lopez. CA and Buan G. (CMS) and petitioner LLL are members of the Makati Stock Exchange (MSE). Nicolas v. Locsin. and expressly precludes an unlicensed person from recovering compensation by suit xxx”. it may be compelled to purchase the same for the selling member’s account.R. was enacted in the exercise of police power for the purpose of protecting the public. The transaction was evidenced by exchange contracts. Nicolas sued Buan. an unlicensed person may not recover compensation for services as a broker where a statute or ordinance requiring a license is applicable and such statute or ordinance is of a regulatory nature. Facts. Such omission was in violation of Sec.67 representing his alleged management fees pursuant to their Agreement which provides that Buan would pay Nicolas 20% of all realized profits every end of the month as management fees. Ledesma & Co. the stockbrokers usually do not invest their own money but their clients’. . Under the Rule at issue. CMS still has not delivered to LLL the said shares which remained unpaid. compelling LLL to accept delivery. It does not give the buying member the right to rescind the contract. American jurisprudence emphasizes the principle that: “xxx. Rules and regulations of the Stock Exchange form part of the contract. CA affirmed.

However. And if there is a loss. (Abacus) is a broker-dealer of securities of listed companies at the PSE. Under their agreement. or agents. 1997 (the initial trade) less the proceeds from the mandatory sell out of the shares pursuant to RSA Rule 25-1. Ampil alleged Abacus to have violated the RSA. He knowingly speculated on the market by taking advantage of the “no-cash-out” arrangement extended to him by Abacus.313. 27 February 2006. committees. Respondent Ampil is an experienced and knowledgeable trader wellversed in the securities market. Ampil G. 1997 and continued thereafter to actively trade on the same. in other words. Facts. 160016. Abacus Securities Corp. policies and practices that the controlled corporation has. Ampil is equally guilty for the subsequent transactions. et al. (Lipat and Lipat v. Sotelo. G.. Abacus made the initial trade on Ampil’s account on April 10 and 11. No.[60] and holding Ampil to have been equally at fault by incurring excessive credits before invoking the RSA. Inc. Ampil accumulated an outstanding obligation in favor of Abacus the principal sum of P6. but neither Ampil nor Abacus is entitled to any legal remedy for the subsequent trades. CA affirmed. applying the proceeds thereof as payment for Ampil’s outstanding obligation. Ampil opened a cash account with Abacus. Yes. v.22. He is not an innocent investor.. or (2) the acquiescence in his acts of a particular nature. The margin requirements[61] are applicable only to transactions entered subsequent to the initial trades. (Lipat and Lipat v. but of policy and business practice in respect to the transaction attacked. et al. (Times Transportation Co.J. Notably. Abacus may collect from Ampil the extent of the difference between Ampil’s outstanding obligation as of April 11. Not to require Ampil to pay for his initial trades would put a premium on his circumvention of the laws and would enable him to enrich himself unjustly at the expense of Abacus. and it was only when he was sued that he raised as a defense the invalidity of the transactions. RTC ruled Abacus and Ampil to be in pari delicto. thereby allowing him to make subsequent purchases. but only for the stock transactions subsequent to the initial trade.R. but complete domination — not only of finances.364. Abacus brought suit for collection.. Pacific Banking Corp. Panganiban. or a dishonest and an unjust act in contravention of a legal right. Abacus sold Ampil’s securities to offset Ampil’s obligations but there remained unsettled a balance of P3.R. Issue. Ampil’s obligation for the initial trades remains outstanding as these were valid for there was no violation of the RSA yet at the time. 23(b). Apparent authority is derived not merely from practice. et al. No. whether within or beyond the scope of his ordinary powers.56.. (2) Such control must have been used to commit a fraud or a wrong to perpetuate the violation of a statutory or other positive legal duty. and is but a conduit for its principal. No. 142435) [2] The board of directors may validly delegate some of its functions and powers to officers. 163786) .R. Abacus’ fault arose only when it failed to (1) liquidate the initial trades within T+4 and (2) complete its liquidation within T+14. Petitioner Abacus Securities Corp. so to speak. By the 30th of that month. will or existence of its own. 483 SCRA 315. Abacus allowed offset settlements. Is the pari delicto rule applicable? Held. 142435) [3] Piercing of the veil of corporate fiction may be allowed only if the following elements concur: (1) Control — not mere stock control. Ampil need only pay the deficiency.036. with actual or constructive knowledge thereof. No. By failing to ensure Ampil’s payment of his first purchase transaction within T+14. Pacific Banking Corp. wherein Ampil was not obliged to pay the purchase price. Ampil is thus liable for the first trade. he repeatedly asked for some time to pay his obligations. the apparent authority to act in general..617. Its existence may be ascertained through (1) the general manner in which the corporation holds out an officer or agent as having the power to act or. 23 and 25 of the RSA and Rule 25-1 of the RSA Rules. no separate mind. In his defense. holding Abacus to have violated Secs. and (3) The said control and breach of duty must have proximately caused the injury or unjust loss complained of. Rather. extension or maintenance of credits on nonmargin transactions is specifically prohibited under Sec.converted Ampil’s cash account into a credit account.R. Abacus waits for Ampil to sell. G. with which it clothes him. G. Abacus effectively [1] The control necessary to invoke the [instrumentality] rule [or alter ego doctrine] is not majority or even complete stock control but such domination of finances. v.. C.

Thus. (Nacpil v. However. 5 thereof has not been transferred to the RTC. 517) . The certificate or certificates of stock covered by the voting trust agreement shall be cancelled and new ones shall be issued in the name of the trustee or trustees stating that they are issued pursuant to said agreement x x x (Corp. or persons designated by them. 371 SCRA 508. the directors of a corporation must formally organize by the election of a president x x x a treasurer x x x a secretary x x x and such other officers as may be provided for in the by-laws x x x [6] Two elements to be considered in determining whether the SEC has jurisdiction over the controversy: (1) the status or relationship of the parties. x x x Notwithstanding the provisions of the preceding paragraph. Raniel. between the corporation. a voting trust agreement may confer upon a trustee not only the stockholder's voting rights but also other rights pertaining to his shares as long as the voting trust agreement x x x. it must pass three criteria or tests.[4] The prevailing law at the time was still the RSA. either with or without a reservation to the owners. CA and Sps. Adoption of by-laws. and (3) that the principal purpose of the grant of voting rights is to acquire voting control of the corporation. 46. the traditional concept of a voting trust agreement primarily intended to single out a stockholder's right to vote from his other rights as such x x x may in practice become a legal device whereby a transfer of the stockholder's shares is effected subject to the specific provision of the voting trust agreement. Voting Trusts — One or more stockholders of a stock corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote and other rights pertaining to the share for a period not exceeding five (5) years at any one time x x x . a voting trust agreement results in the separation of the voting rights of a stockholder from his other rights such as the right to receive dividends. or association and the state as far as its franchise permit or license to operate is concerned. — Every corporation formed under this Code. the right to sell certain interests in the assets of the corporation and other rights to which a stockholder may be entitled until the liquidation of the corporation. and among the stockholders. Sec. Jurisdiction of the SEC under Sec. members . partnership or association and its stockholders. Corporate officers. partnership. of the power to direct how such control shall be used (Ballentine's Law Dictionary) between the corporation. between the corporation. Code) [5] Sec. (2) nature of the question that is the subject of their controversy must be considered (Vesagas v. or officers. partnership or association and the public. (2) that the voting rights granted are intended to be irrevocable for a definite period of time. IBC. in order to distinguish a voting trust agreement from proxies and other voting pools and agreements. partners or associations themselves. Code. [9] Requisites in order that the SEC (now RTC) may take cognizance of a case: (1) the controversy must pertain to any of the following relationships: [8] Voting trust – trust created by an agreement between a group of the stockholders and the trustee or by a group of identical agreements between individual stockholders and a common trustee. the right to inspect the books of the corporation. 379 SCRA 653. must within one (1) month after receipt of official notice of the issuance of its certificate of incorporation by the Securities and Exchange Commission. quorum. adopt a code of by-laws for its government not inconsistent with this Code. 658) [7] Sec. 59. (2) the nature of the question that is the subject of their controversy. whereby x x x control over the stock x x x is to be lodged in the trustee. 25. and By its very nature. – Immediately after their election. partners. by-laws may be adopted and filed prior to incorporation x x x Under Sec 59 of the Corp. namely: (1) that the voting rights of the stock are separated from the other attributes of ownership.

v. the nature and character of its transactions]. and (4) if a foreign corporation does business in the Philippines with the required license. the intention of an entity to continue the body of its business in the country [i. 69. (Ibid. Integrated Silicon Technology Phils. Ltd. but more importantly. If duly established.. v. (2) if a foreign corporation is not doing business in the Philippines. v. [15] The phrase "isolated transaction" has a definite and fixed meaning.e.. Ltd. Sec. i. Inc. a transaction or series of transactions set apart from the common business of a foreign enterprise in the sense that there is no intention to engage in a progressive pursuit of the purpose and object of the business organization. Jr. a Philippine citizen or entity which has contracted with said corporation may be estopped from challenging the foreign corporation’s corporate personality in a suit brought before Philippine courts. Ltd.N. Doing business without a license. — No foreign corporation transacting business in the Philippines without a license x x x shall be permitted to maintain or intervene in any action x x x in any court or administrative agency of the Philippines.— If the defendant is a foreign corporation x x x doing business in the Philippines. Corp. [12] Eriks is engaged in the manufacture and sale of elements used in sealing pumps.) [16] International Container Terminal Services. G. Service upon private foreign corporations. 118843) [19] The Court differentiated the case from Eriks Pte. CA and Enriquez.R. No. 118843[1997]).e. (3) if a foreign corporation does business in the Philippines without a license. (ICTSI) [10] Rules of Court prevailing at the time: SEC.R.. 133. No. it cannot sue before the Philippine courts. service may be made on its resident agent x x x [17] Merrill Lynch Philippines.R. [14] What is determinative of "doing business" is not really the number or the quantity of the transactions. No. The number and quantity are merely evidence of such intention. Raniel was transferred to the RTC in view of the enactment of RA 8799. valves and control equipment used for industrial fluid control and PVC pipes and fittings for industrial uses. (Eriks Pte. but such corporation may be sued or proceeded against before Philippine x x x tribunals on any valid cause of action x x x. such distributorship agreement . valves and pipes for industrial purposes. it can sue before Philippine courts on any transaction. et al.). (Agilent Technologies Singapore (Pte. it needs no license to sue before Philippine courts on an isolated transaction or on a cause of action entirely independent of any business transaction. [11] Old Corporation Law. G. CA (G. 154618 [2004]) [13] Sec. the case filed by the Sps.B. where deliveries of goods where perfected in Singapore but nonetheless Eriks (the foreign corporation) was found to be doing business in the Philippines because the transactions involved were not isolated: “x x x respondent [in the Eriks case] alleged the existence of a distributorship agreement between him and the foreign corporation. Inc.. 6. No foreign corporation x x x shall be permitted to transact business in the [Philippines] or maintain x x x any suit for the recovery of any x x x claim x x x unless it shall have the license x x x [18] Summary of the principles regarding the right of a foreign corporation to bring suit in Philippine courts: (1) if a foreign corporation does business in the Philippines without a license.

. such as promissory notes. [23] Under the business scheme of Power Homes. Power of the [SEC] with respect to securities related organizations. the operation of organizations whose operations are related to or connected with the securities market such as but not limited to x x x transfer agents x x x [22] The DOJ.. 6.” (B.—The [SEC] shall have the power to x x x regulate. x x x Checks constitute mere substitutes for cash if so issued in payment of [27] PASTRA’s fees have far-reaching effects on the capital market. supervise. 606).could support respondent’s claim that *the foreign corporation+ was indeed doing business in the Philippines. Here. GTVL Manufacturing Industries. Inc. in its Resolution. the checks assume the character of evidences of indebtedness. 38. entitles the principal investor to US$184 and the pyramid goes on. No. an investment contract in our jurisdiction must be proved to be: (1) an investment of money. Sec. Powers with respect to exchanges and securities. a certain amount is deducted from the amounts to be received by the investor to go to the investors “Property Fund” which will be applied as down payment for the real property chosen by such investor from any of Power Homes’ accredited real estate developers. an investor enrolls in its program by paying US$234. But when they are issued in exchange for a big number of individual non-personalized loans solicited from the public. PD 902-A Sec. Van Zuiden Bros. where the debtor agreed to pay interest on a monthly basis so long as the principal checks remained uncashed. and suit for reconveyance to the State has been filed. (4) primarily from efforts of others. G. etc. [21] PD 902-A. it being said that such principal extent as would have promissory notes payable on demand (69 Am Jur 2d.R. A minimum recruitment of four (4) investors by these two (2) recruits. the checks cease to be such. who then recruit at least two (2) each. Charging exorbitant processing fees could discourage many small prospective investors and curtail the infusion of money in the capital market. loan agreements. 147905 [2007]) obligations in the ordinary course of business transactions. v. p. . 40. suspend or otherwise discontinue. examine. This entitles him to recruit two (2) investors who pay US$234 each and out of which amount he receives US$92. as in this case x x x” [20] PCGG confirmed this claim of the Marcoses. A sequestration order has in fact been issued over the properties. (3) with expectation of profits. (2) in a common enterprise. As the pyramid goes on. Ltd. made the following observations: “x x x it has been held that checks of a debtor received and held by the lender also are evidences of indebtedness and therefore “securities” under the Act. This is especially so where the individual loans were not evidenced by appropriate debt instruments. In such a circumstance.— xxx xxx xxx [25] an association of stock transfer agents principally engaged in the registration of stock transfers in the stock-and-transfer book of corporations (b) The [SEC] is further authorized x x x to alter or supplement the rules of such exchange (insofar as necessary or appropriate to effect [changes for the protection of investors or to insure fair dealing in securities traded therein]) x x x xxx xxx xxx [26] RSA Sec. x x x the [SEC] shall possess the following powers: xxx xxx xxx (j) To authorize the establishment and operation of stock exchanges x x x and to supervise and regulate the same x x x xxx xxx xxx [24] To be a security subject to regulation by the SEC. there is no such or similar agreement between *ZUIDEN+ and *GTVL+.. numbering about 700 in this case.

and to file and prosecute appropriate civil or criminal cases upon a prima facie finding of violation of such laws. or x x x may issue a cease and desist order x x x if in its judgment the act or practice.D. any act or omission. administered and enforced by the SEC. Proxy solicitation is a procedure that antecedes proxy validation. 5. . make such investigations as it deems necessary to determine whether any person has violated or is about to violate any provision of this Code.3 – requires the SEC to make two findings before the issuance of the CDO: (i) that such person has engaged in any act or practice constituting a violation of any provision of the SRC. either motu proprio or upon complaint. the manner and validity of elections and the qualifications of candidates. 2. any rule. [33] PD 902-A Sec. or [35] There are three distinct bases for the issuance by the SEC of the CDO: (1) SRC Sec. N. trustee or other officer directly elected by the stockholders in a close corporation or by members of a nonstock corporation where the articles of incorporation or bylaws so provide. proxy solicitation is not the same as proxy validation. withholding or revocation of a proxy *29+ Among Matsuura’s allegations: the increase of P90. through the PED.000. No other requisite or detail is tied to this CDO (2) SRC Sec. Injunctions and Prosecution of Offenses. Definition.1. unless restrained may cause grave or irreparable injury or prejudice to the investing public x x x C. fraudulent schemes. xxx xxx xxx (3) Controversies in the election or appointment of directors. The Commission may.P. 5(i) – predicated on a necessity "to prevent fraud or injury to the investing public".000.000 in the authorized capital stock. Section 19. jurisdiction over the case for reconveyance is clearly vested in the RTC as provided in paragraph (2). Sec. – An election contest refers to any controversy or dispute involving title or claim to any elective office in a stock or nonstock corporation. Cease and desist order. partnerships.000 was fully paid by the stockholders when in fact it was not. B. is vested with authority to investigate. – 20. rules or regulations. including the proclamation of winners. the SEC. The former involves the securing and submission of proxies. any request for a proxy whether or not accompanied by or included in a form of proxy any request to execute or not to execute. [30] Under Section 8 of P. 53. the furnishing of a form of proxy or other communication to security holders under circumstance reasonably calculated to result in the procurement. or associations [31] In addition. P40. trustees.B. registered . a proxy. Proxy Solicitations. Investigations.53. 53. Proxies must be issued and proxy solicitation must be made in accordance with rules and regulations to be issued by the Commission. to the office of director. Blg. SRC Sec. rules or regulations. B. any rule. AIRR-SRC Rule 20. 129 [32] SRC Sec.[28] RSA Sec. The terms solicit and solicitation include: A. devices or misrepresentations in violation of any law. regulation or order thereunder. the validation of proxies. officers or managers of corporations. in its discretion. regulation or order thereunder x x x [34] Interim Rules on Intra-Corporate Controversies Rule 6. or to revoke. 20.1. or any rule of an Exchange. 902-A. while the latter concerns the validation of such secured and submitted proxies. and the mode of payment of paid-in capital was changed from "cash" to "offset of liability" Thus.—The [SEC] x x x motu proprio. No. 47.

amounting to fraud and misrepresentation which may be detrimental to the interest of the public and/or of the stockholders. language absent in Sec. (Sumndad v. 5(i) is similar to the CDO under Sec. N. will operate as a fraud on investors or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public. she was not privy to the contract of sale. trick. 64. or members of associations registered with the [SEC]. and such corporation. between any or all of them and the corporation. between any or all of them and the corporation. 5(i). 64. 5(i) may be issued exparte. partnership or association and the State insofar as it concerns their individual franchise or right as such entity. 64. partnership or association possesses sufficient property to cover all its debts but foresees the impossibility of meeting them when they fall due or in cases where the corporation. partnership or association of which they are stockholders. Harrigan.1. members or associates.3 is a distinct creation from that under Sec. At the same time. (ii) motu proprio.—requires that the controversy must arise out of intra-corporate or partnership relations between: any or all of the parties and the corporation. (3) SRC Sec. 53. partnership or association of which they are stockholders. while the CDO under Sec. members or associates.While no lifetime is expressly specified for the CDO under Sec. *38+ Rufina’s complaint was dismissed for lack of cause of action. cunning. partners. 64 – requires the SEC to adjudge that the act. partnerships or associations to be declared in the state of suspension of payment in cases where the corporation. (c) Controversies in the election or appointment of directors. it remains clear that the CDO issued under Sec. .B. 18) [40] Elements of an intra-corporate controversy: (1) The status or relationship of the parties. officers or managers of such corporations.2 transferred from the SEC to the RTC the jurisdiction over the following: (a) Devices or schemes employed by. or any act of.5 has been transferred to the RTC. the board of directors. this issue is now moot and academic since SEC’s jurisdiction under PD 902-A. (or engaging in) further or future violations by such person. unless restrained. no mention is made whether the CDO defined under Sec.securities association. partnership or association has no sufficient assets to cover its liabilities but is under the management of a rehabilitation receiver or management committee created x x x [36] Fraud – generic term embracing all multifarious means which human ingenuity can devise. trustees. *37+ Notably. The maximum duration of this CDO is ten (10) days. the respondent to the CDO may file within 5 days from issuance a formal request for the lifting thereof. and which are resorted to by one individual to secure an advantage over another by false suggestions or by suppression of truth and includes all surprise. 64. (b) Controversies arising out of intra-corporate or partnership relations. 5. Sec. or (iii) upon verified complaint by any aggrieved party. between and among stockholders. its officers or partners. partnership or association and the State insofar as it concerns their individual franchises. Both require a common finding of a need to prevent fraud or injury to the investing public. and (ii) that there is a reasonable likelihood of continuing.—requires that the dispute among the parties be intrinsically connected with the regulation of the corporation. dissembling and any unfair way by which another is cheated. [39] SRC. respectively. partnership or associations. It appears that the CDO under Sec. (2) The nature of the question that is the subject of their controversy. clearing agency or other self-regulatory organization. It plainly provides three segregate instances upon which the CDO may be issued: (i) after proper investigation or verification. and neither was she a stockholder of Speed. Sec. the corporation. (d) Petitioners of corporations. Notwithstanding.1 requires "grave and irreparable" injury. business associates. which the SEC must hear within 15 days from filing and decide within ten (10) days from the hearing. 381 SCRA 8. RTC ruled she was not a real party-in-interest. members or associates. partnership or association.

*41+ In his Answer. CA. Inc. partners.—(a) The requirement of registration x x x shall not apply to the sale of any security in any of the following transactions: xxx xxx xxx [48] RSA. its officers or partners. and (3) The aforesaid control and breach of duty must proximately cause the injury or unjust loss complained of. 512) (2) Such control must have been used by defendant to commit fraud or wrong. issuance of previously authorized but theretofore unissued capital stock by the corporation requires only Board approval. to perpetuate the violation of a statutory or other positive legal duty. that it was agreed that his retirement benefits be applied to the “loan”. officers or managers of such corporations. Sec. (SEC v. if it finds that the enforcement of the requirements of registration x x x is not necessary in the public interest and for the protection of the investors by reason fo the small amount involved or the limited character of the public offering. (Velarde v. Sec. the directors and officers of the corporation may be expected to take pains to inform the shareholders of the financial condition and prospects of the corporation and of the proposed utilization of the fresh capital sought to be raised. 8. 246 SCRA 738. and hence there is no real need for exercise of SEC authority under the RSA. or [to commit] dishonest acts in contravention of plaintiff’s legal rights. Exempt Transactions. (4) x x x the issuance of additional capital stock of a corporation sold or distributed by it among its own stockholders exclusively. amounting to fraud and misrepresentation which may be detrimental to the interest of the public and/or of the stockholder. 203 SCRA 504. 419 SCRA 422. 5(c). the SEC as a matter of course examines the financial condition of the corporation. [42] PD 902-A. (Nestlé Philippines. since 2/3 of the stockholders would have to approve such an increase in the ACS. Inc. 6(b): “The *SEC+ may.” [43] Requisites for applying the doctrine of piercing the veil of corporate fiction: (1) Control. that payment. members of associations or organizations registered with the [SEC] xxx xxx xxx [47] Fraud is akin to bad faith which implies a conscious and intentional design to do a wrongful act for a dishonest purpose or moral obliquity. There would be no opportunity for the SEC to see to it that shareholders have a reasonable opportunity to inform themselves about the very fact of such issuance and about the condition of the corporation and the potential value of the shares being offered. from time to time x x x exempt transactions other than those provided under the preceding paragraph. business associates. partnership or associations *46+ RSA Sec. Sec. trustees. CA and SEC. Lopez. of the board of directors. v.. Moreover. Procedure for registration. Upon the other hand. N. Velarde alleged that the loan agreement was a mere “cover document” to evidence the reward to him of P10M for his loyalty and excellent service. Inc. x x x the [SEC] x x x shall have original and exclusive jurisdiction to hear and decide cases involving: (a) Devices or schemes employed by or any acts. not merely majority or complete stock control. When capital stock is issued in the course of and in compliance with the requirements of increasing its ACS. was expected in the form of continued service. and that it was when he was forced to retire by Lopez. if any. Controversies in the election or appointment of directors. 5.B. 747) [45] RSA Sec. 431) [44] PD 902-A. –(a) All securities required to be registered x x x shall be registered through the filing by the issuer or by any dealer or underwriter interested . 6. where no commission or other remuneration is paid or given directly or indirectly in connection with the sale or distribution of such increased capital stock.

30. the following: xxx xxx xxx *53+ Meanwhile. whatever the name. or [51] Commodity Futures Contract – an agreement to buy or sell a specified quantity and grade of a commodity at a future date at a price established at the floor of the exchange (2) if the other party to the transaction (or his agent) is identified. [50] Futures Commission Merchant/Broker – one engaged in soliciting or accepting orders for the purchase or sale of any commodity for future delivery.” (c) A fact is "of special significance" if (a) in addition to being material it would be likely. if he knows a fact of special significance with respect to the issuer or the security that is not generally available. shall be sold or offered for sale or distribution to the public within the Philippines unless such securities shall have been registered and permitted to be sold as hereinafter provided. unless restrained. to affect the market price of a security to a significant extent. securities or property (or extends credit in lieu thereof) to margin. Requirement of registration of securities. if the issuer be a corporation. Sec. will operate as a fraud on investors or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public. accepts money. the transaction is null and void. (36) Unless previously filed and registered with the Commission and brought up to date: [54] Essential requirements for issuance by the SEC of a CDO under SRC. and (2) there must be a finding that the act or practice. the extent of its difference from information generally available previously. – (a) It shall be unlawful for an insider to sell or buy a security of the issuer. . or (b) a reasonable person would consider it especially important under the circumstances in determining his course of action in the light of such factors as the degree of its specificity. Sec.(a) No securities. securities or shares of stock is entered into with the intention that the difference between the price stipulated and the exchange or market price at the time of the pretended delivery shall be paid by the lower to the winner. except of a class exempt x x x or unless sold in any transaction exempt x x x. Inc. 2018 of the NCC: “If a contract which purports to be for the delivery of goods. containing or having attached thereto. guarantee or secure any trade or contract that results or may result therefrom [56] RSA Sec. The loser may recover what he has paid. BSP replied to SEC’s letter-request stating that PFEC’s business activity is “does not fall under the category of futures trading” and “cannot be classified as financial derivatives transactions”.in the sale [thereof in the SEC] of a sworn registration statement with respect to such securities. GEHI would own and operate a gas turbine power-generating barge. [55] Pursuant to the MOA. GHB also undertook to extend or arrange a loan required to pay for the acquisition by IRC of 67% of the entire capital stock of Philippine Racing Club. SEC must conduct proper investigation or verification. Insider's duty to disclose when trading. and in connection with such solicitation or acceptance. unless: (1) the insider proves that the fact is generally available. or (b) that other party in fact knows it from the insider or otherwise xxx xxx xxx *52+ Art. and its nature and reliability. 64: (1) (a) A copy of its articles of incorporation with all amendments thereof and its existing bylaws or instruments corresponding thereto. 4. . on being made generally available. and would assume a 5-year power purchase contract with Napocor. [49] RSA. (a) the insider proves that the other party knows it.

CA . Inc. Degree of its specificity. Margin Requirements. while Sec. Materiality will depend at any given time upon a balancing of both the indicated probability that the event will occur and the anticipated magnitude of the event in light of the totality of the company activity. 168 SCRA 276. from taking advantage of an uninformed public. The intent of the law is the protection of investors against fraud. v. if not stunt. Directors. The reasonable person is the standard on which most of our legal doctrines stand. though the shareholder is not registered in the corporation's books as the owner. 30 prevented the unfair use of non-public information in securities transactions. or who is [a] director or an officer of the issuer of such security. [58] An exchange has the power to adopt its own constitution. Sec. which is widely used today was. Must be clearly viewed in connection with the particular circumstances of a case. . N. To avert the occurrence of such an event. Secs.. (Ibid.xxx xxx xxx source and the circumstances under which it was received. The standards cannot remain at a standstill. 23. and within ten days after the close of each calendar month thereafter. Insiders are obligated to disclose material information to the other party or abstain from trading the shares of his corporation. 36. or any cyberspace media will be sufficient for the term "generally available" is a matter which may be adjudged given the particular circumstances of the case. Ledesma & Co. inaccessible to most. who by their positions obtain non-public information. officers and principal stockholders. the growth of the securities market. of facilitating the speedy adjustment of business disputes.B. Refers to shareholders with the power to buy or sell the shares. The foregoing provisions that the insider's misuse of nonpublic and undisclosed information is the gravamen of illegal conduct. and its reliability in light of its nature and [59] Nature and purposes of an exchange. 284) [57] A fact is material if it induces or tends to induce or otherwise affect the sale or purchase of its securities. committed when an insider. 30 and 36 of the RSA were enacted to promote full disclosure in the securities market and prevent unscrupulous individuals. takes advantage of an uninformed investor. shall file. x x x a statement with the [SEC] x x x of the amount of all equity securities of such issuer of which he is the beneficial owner. A medium. using secret information. N.B. (Lopez. at some previous point in time. shall file with the [SEC] x x x a statement indicating his ownership at the close of the calendar month and such changes in his ownership as have occurred during such calendar month. Must be considered in a case-to-case basis. 36 allowed the SEC to monitor the transactions entered into by corporate officers and directors as regards the securities of their companies. the average man on the street who relies on the calculus of common sense. by-laws. of inculcating principles of justice and equity in trade.. Nature and reliability.(a) Every person who is x x x the beneficial owner of more than ten per centum of any [class] of any equity security which is registered pursuant to this Act. the extent to which it differs from information previously publicly disseminated. a specialized magazine. 284) [60] RSA Sec. No individual would invest in a market which can be manipulated by a limited number of corporate insiders. Such reaction would stifle. Beneficial ownership. Generally available to the public. Anyone who becomes a member of the exchange voluntarily submits himself to the operation of these rules and is expected to be bound by and to respect them. Whether information found in a newspaper. rules and regulations so far as they are not contrary to law or public policy and which will secure to the members exclusive rights and privileges which the courts have fully recognized. Locsin.— xxx xxx xxx . “An exchange is a voluntary association or corporation organized for the purpose of furnishing to its members a convenient and suitable place to transact their business of promoting uniformity in the customs and usages of merchants. if there has been a change in such ownership during such month. of acquiring and disseminating valuable commercial and economic information and generally of securing to its members the benefits of co-operation in the furtherance of their legitimate pursuits. RSA Sec.

in contravention of the rules and regulations x x x [61] The main purpose of the margin requirements in the RSA is primarily to achieve a macroeconomic purpose—the protection of the overall economy from excessive speculation in securities. Their recognized secondary purpose is to protect small investors by making it impossible for them to spread themselves too thinly. decreasing the amounts which brokers may lend for the speculative purchase and carrying of stocks.B. their broker advances for them the balance and keeps the securities as collateral for the advance or loan. Enforcement of margin requirements. . 25. RSA Sec. prior to any subsequent purchase x x x. within 3 business days after the trade date] (b) If full payment is not received within the required time period. i. Purchases and Sales in Cash Account (the “mandatory close-out rule”) (a) Purchases by a customer in a cash account shall be paid in full within [T+3. (a)] be made by the broker or dealer to the [PSE] xxx xxx xxx N. is the most direct and effective method of discouraging an abnormal attraction of funds into the stock market and achieving more balanced use of such resources. Trading on credit (“margin trading”) allows investors to buy more securities than their cash position would normally allow.e. Hence. the broker or dealer shall cancel or otherwise liquidate the transaction starting on the next business day. RSA limits margin borrowing to a maximum of 50% of the amount invested. (c) If a transaction is cancelled or otherwise liquidated x x x. increasing margins. Unlike a cash account. within 10 business days following the last day for the customer to pay [T+13] unless such sale cannot be effected within said period for justifiable reasons.e.(b) It shall be unlawful for x x x broker or dealer x x x to extend or maintain credit x x x to or for any customer— (1) On any security other than an exempted security.” RSA Rule 25-1. it allows an investor to buy securities with money borrowed from the broker. The primary concern is the efficacy of security credit controls in preventing speculative excesses that produce dangerously large and rapid securities price rises and accelerated declines in the general price level of securities.—x x x the broker or dealer shall require the customer in nonmargin transactions to pay the price of the security purchased for his account within such period as the *SEC+ may prescribe x x x. Investors pay only a portion of the purchase price of the securities. i. Margin account – an account in which the broker lends the customer cash with which to purchase securities. the customer shall be required to deposit funds in the account to cover each purchase transaction prior to execution. xxx xxx xxx (d) Written application for an extension of the period of time required for payment under [par.

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