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Point of Law

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

January 08, 2015

What is the buried facts doctrine in securities regulation? This basically states that a disclosure is insufficient if it is presented in a way that conceals or obscures the information sought to be disclosed. The doctrine applies when the fact in question is buried in a voluminous document or disclosed in a piecemeal fashion, preventing a reasonable investor from realizing the correlation and... Read More

December 25, 2014

What is the fraud-on-the-market theory in stock market transactions? This was the subject of a lengthy discourse in the case of Basic Incorporated vs. Levinson, 485 U.S. 224 (1988). Briefly, sometime in 1977 and 1978, Combustion Engineering, Inc. engaged in merger negotiations with some directors and officers of Basic Inc., a company listed on the New York Stock Exchange (NYSE). In the course... Read More

November 27, 2014

Earlier this month, the Shareholders’ Association of the Philippines, now popularly known as SharePHIL, conducted its annual general membership meeting. The occasion was graced no less than by BSP Governor Amando Tetangco Jr., who graciously shared with us BSP’s investor education program, a topic that is close to the heart of our young organization. Our mantra is shareholder empowerment through... Read More

November 13, 2014

A social phenomenon nowadays is online social networking (OSN). This is exemplified by Facebook which, according to one case, “has created a worldwide forum enabling friends to share information such as thoughts, links, and photographs, with one another” (H v. W, Case No. 12/10142, Jan. 30, 2013). To address concerns about privacy, but without defeating their purpose, OSN sites use different... Read More

October 31, 2014

Sometime in 2015, the Philippines will host the first-ever awarding ceremonies for the winners in the Asean Corporate Governance Scorecard. Top publicly-listed companies (PLCs) in the Asean will be recognized based on their compliance with international best practices, following the OECD corporate governance principles. The scorecard will provide foreign investors and fund managers comparable... Read More

October 17, 2014

Closed circuit television (CCTV) cameras in public places are now a worldwide fixture. We see them on the streets, train stations, bus stations, restaurants, hotels and apartment buildings. They have proven extremely helpful in tracking down perpetrators of crimes. A case in point is the Boston Marathon bombing in 2013. Using CCTV footages in different positions in downtown Boston, the Federal... Read More

October 02, 2014

A concrete reform initiative by Congress to prepare the Philippines for Asean economic integration is Republic Act No. 10641, which amended Republic Act No. 7721, whose policy objective is to build a stronger banking industry by further liberalizing the entry of foreign banks in the Philippines. The law became effective on August 7, 2014. Under the new law, foreign banks may be allowed to... Read More

September 18, 2014

In 2009, our Congress passed into law the Real Investment Trust Act (Reita). The law was envisioned to put in place in the Philippines the REIT system, which is an investment scheme that was intended to democratize wealth by enabling the investing public to share in the returns of income-generating real estate presently owned by the few. Because of its attractiveness to investors, this... Read More

September 04, 2014

Questions on the validity of corporate layering as a means of structuring the ownership of companies have been raised following a spate of Supreme Court decisions relating to companies where minimum Filipino ownership is required by our Constitution and laws. Applying the control test, the Supreme Court recently recognized corporate layering in the case of Narra Nickel Mining and Development... Read More

August 21, 2014

Section 28 of the Securities Regulation Code (SRC) provides that “[n]o person shall engage in the business of buying or selling securities in the Philippines as a broker or dealer, or act as a salesman, or an associated person of any broker or dealer unless registered as such with the Commission.” What is a “salesman” of securities for purposes of the SRC’s registration requirement? This was... Read More

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