Point of Law

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

November 19, 2015

Is the sale of a controlling interest in a corporation necessarily a sale of securities governed by the Securities Regulation Code (SRC)? The question appears simple as the sale invariably involves sale of shares, which are included in the definition of the term “securities” under the SRC. The question has not yet been decided in the Philippines, but it is not unlikely that it will crop... Read More

November 05, 2015

The Enactment of the Philippine Competition Act (PCA) has given rise to a myriad of issues for businesses. One of these is whether there can be interlocking directors in different boards. Say, can an individual simultaneously serve as a director in competing businesses? In the United States, the prohibition has been around for about 100 years. There are two legal bases for prohibiting... Read More

October 15, 2015

To the chagrin of creditors, one of the most abused legal remedies these days is the remedy of rehabilitation under the Financial Rehabilitation and Insolvency Act (FRIA) and the Financial Rehabilitation Rules of Procedure (FR Rules). More often than not, whenever business entities find difficulties in paying their lawfully contracted debts, they threaten their creditors with, and eventually... Read More

October 02, 2015

One of the changes introduced during the bicameral conference committee meetings on the Philippine Competition Act (PCA) is the single economic entity concept or doctrine under Section 14 of the new law. Section 14 has three subsections. Sections 14(a) and (b) prohibit anti-competitive agreements “between or among competitors.” Section 14(c) prohibits “[a]greements other than those specified... Read More

September 17, 2015

MORE than four years ago, President Aquino signed into law “The GOCC Governance Act of 2011,” principally authored by Senate President Franklin Drilon. The law was envisioned to be a game-changer: one that would not only stop the abuses within government-owned and -controlled corporations (GOCCs) but more importantly, to develop the potential of these GOCCs to be “significant tools for... Read More

September 03, 2015

After public consultations for approximately five years, the Securities and Exchange Commission (SEC) has approved certain amendments to the implementing rules and regulations of the Securities Regulation Code (SRC Rules). There are several amendments, but this column will focus on provisions seen to enhance the ability of companies to raise funds from the domestic market. The amendments are... Read More

August 20, 2015

The spate of Congressional investigations like those relating to the Napoles and Binay cases has once again brought to the fore the relevance of immunity statutes. Immunity statutes are generally classified into two. The first is “use or derivative use immunity” while the other is “transactional immunity.” Use or derivative use immunity prohibits the use of the testimony of the witness... Read More

July 23, 2015

(Third of 3 parts) The new Competition Law adopts voluntary compliance (vs the tedious litigation process) as its main implementing mechanism. It seeks to do this by making available non-adversarial administrative remedies before the PCC. An example is a request for a binding ruling where an entity that is in doubt whether its contemplated act is in compliance or violation of the law... Read More

July 09, 2015

(Second of 3 parts) Violations of the Philippine Competition Act may either be per se or non-per se violations.  But unlike many antitrust laws, the PCA limits per se violations to two categories only. The first category is price fixing between or among competitors, which is not limited to fixing the price of goods or services but fixing other terms of trade (e.g., agreement not to... Read More

June 25, 2015

(First of 3 parts) Before Congress went into recess about two weeks ago, the Senate and the House of Representatives ratified the bicameral conference committee version of a new antitrust law, to be officially known as the Philippine Competition Act (PCA), for the country.   The bill is expected to be signed by President Aquino before his State of the Nation Address (Sona) in July... Read More