Point of Law

The following articles were written by Francisco Ed. Lim and also published in The Philippine Daily Inquirer.

September 08, 2016

In a merger or acquisition (M&A) where a company purchases either the assets or shares of stock  of a competing company, the buyer usually insists the inclusion of  a non-compete clause that prohibits  the seller  from engaging in any business that competes with the buyer.   A question that has arisen is whether the clause is still valid in the light of the... Read More

July 21, 2016

Second of four parts   Based on the Financial Liquidation and Suspension of Payments Rules of Procedure for Insolvent Debtors (FLSP Rules), any transaction prior to the issuance of a liquidation order or conversion of rehabilitation proceedings to liquidation proceedings entered into by the debtor company involving its assets may be rescinded or declared void. This is... Read More

July 07, 2016

Liquidation in insolvency Not known to all lawyers, the Supreme Court (SC) promulgated the Financial Liquidation and Suspension of Payments Rules of Procedure for Insolvent Debtors (“FLSP Rules” ) on April 21, 2015.   The FLSP Rules is the second of two sets of rules of procedure promulgated by the SC to implement the Financial Rehabilitation and Insolvency Act (“FRIA”). The... Read More

June 09, 2016

What is the appropriate course of action if a case that should be filed or assigned or raffled to a special commercial court is filed with, or assigned or raffled to, the wrong court? This question was the subject of a fairly recent case (Gonzales vs. GJH Land, Inc., G.R. No. 202664, Nov. 20, 2015) decided by the Supreme Court’s (SC) en banc.   The case... Read More

May 26, 2016

A specter commonly experienced by the banking industry in congressional investigations is the compulsion of our congressmen and senators to disclose information relating to bank accounts.   Without dealing into specifics such as whether the secrecy of bank deposits covers instances where a bank account is alleged to be fictitious (an issue that only our courts of law can decide... Read More

May 12, 2016

In an advisory dated March 31, 2016, the Securities and Exchange Commission (SEC) limited the term of independent directors to a maximum of nine years.   The original rule under SEC Memorandum Circular No. 9, series of 2011, prescribed a 10-year term limit. This old rule, more popularly known as the “5-2-5” rule, provided that an independent director shall have an initial term... Read More

April 28, 2016

Since declaring his candidacy for the presidency, Davao Mayor Rodrigo Duterte has been enjoying an extraordinary rise in poll surveys. He even recently jumped to lead, leaving behind Senator Grace Poe by a wide margin. What makes him so special? Why the clamor for him? Duterte is not your typical politician. His views on national issues such as federalism, the West Philippine Sea... Read More

April 07, 2016

Not too long ago, I was  a keynote speaker in an investment conference where I was asked to speak about how prepared the Philippine stock market was for the Association of Southeast Asian Nations (Asean) integration. As I was preparing my speech, I realized that our Congress has already done a lot in this area. In 2008, Congress passed a law permanently exempting from the... Read More

March 10, 2016

The common understanding is that the 60/40 percent nationality restriction on ownership by corporations of private land is constitutional  in nature. But is it really constitutional that an amendment to the Constitution is needed to lift or liberalize the restriction?  Or can it be done through an act of Congress? As background, the 1987 Constitution provides that “[s]ave  in... Read More

February 11, 2016

Is the concept of merger and acquisition in corporate law the same under the Philippine Competition Act (PCA)? In corporation law, merger is the absorption of one or more corporations by another existing corporation, which retains its identity and takes over the rights, privileges, franchises, properties, claims, liabilities and obligations of the absorbed corporation(s). The absorbing... Read More