Securities Regulation Code
offered only to a specific group of people, are
242. Betty Gabionza and Isabelita Tan vs. Court of
Appeals, G.R. No. 161057, September 12, 2008
The issuance of checks for the purpose of securing a
loan to finance the activities of the corporation is well
within the ambit of a valid corporate act. It is one thing
for a corporation to issue checks to satisfy
isolated individual obligations, 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.
243. Securities and Exchange Commission vs.
Prosperity.Com, Inc., G.R. No. 164197, January 25,
2012
For an investment contract to exist, the following
elements, referred to as the Howey test must concur:
(1)a contract, transaction, or scheme; (2)an
investment of money; (3)investment is made in a
common
enterprise; (4) expectation of profits; and (5)profits
arising primarily from the efforts of others. Network
marketing, a scheme adopted by companies for
getting people to buy their products where the buyer
can
become a down-line seller, who earns commissions
from purchases made by new buyers whom he refers
to
the person who sold the product to him, is not an
investment contract.
244. Securities and Exchange Commission vs.
Oudine Santos, G.R. No. 195542, March 19, 2014
A person is liable for violation of Section 28 of the
SRC where, acting as a broker, dealer or salesman is
in the employ of a corporation which sold or offered
for sale unregistered securities in the Philippines.
The transaction initiated by the investment consultant
of a corporation is an investment contract or
participation in a profit sharing agreement that falls
within the definition of lawan investment in a
common venture premised on a reasonable
expectation of profits to be derived from the
entrepreneurial or
managerial efforts of others.
245. Securities and Exchange Commission vs.
Interport Resources Corporation, et. al., G.R. No.
135808, October 6, 2008
The term insiders now includes persons whose
relationship or former relationship to the issuer gives
or
gave them access to a fact of special significance
about the issuer or the security that is not generally
available, and one who learns such a fact from an
insider knowing that the person from whom he learns
the fact is such an insider. Insiders have the duty to
disclose material facts which are known to them
by virtue of their position but which are not known to
persons with whom they deal and which, if known,
would affect their investment judgment.
246. Philippine Veterans Bank v. Callangan, in her
capacity Director of the Corporation Finance
Department of the Securities and Exchange
Commission and/or the Securities and Ex-change
Commission, G.R. No. 191995, August 3, 2011
A public company, as contemplated by the SRC is
not limited to a company whose shares of stock are
publicly listed; even companies whose shares are
considered
a public company, provided they fall under Subsec.
17.2 of the SRC, which provides: any corporation
with a class of equity securities listed on an Exchange
or with assets of at least Fifty Million Pesos
(P50,000,000.00) and having two hundred (200) or
more holders, at least two hundred (200) of which
are holding at least one hundred (100) shares of a
class of its equity securities. Philippine Veterans
Bank meets the requirements and as such, is subject
to the reportorial requirements for the benefit of its
shareholders.
247. Cemco Holdings, Inc. vs. National Life
Insurance Company of the Philippines, G.R. No.
171815,
August 7, 2007
A tender offer is an offer by the acquiring person to
stockholders of a public company for them to tender
their shares; it gives the minority shareholders the
chance to exit the company under reasonable terms,
giving them the opportunity to sell their shares at the
same price as those of the majority shareholders.
The mandatory tender offer is still applicable even if
the acquisition, direct or indirect, is less than 35%
when the purchase would result in ownership of over
51% of the total outstanding equity securities of the
public company.
248. Securities and Exchange Commission vs.
Interport Resources Corporation, et. al., G.R. No.
135808, October 6, 2008
Section 27 (SRC) penalizes an insiders misuse of
material and non-public information about the issuer,
for the purpose of protecting public investors; Section
26 widens the coverage of punishable acts, which
intend to defraud public investors through various
devices, misinformation and omissions. Section 23
imposes upon (1) a beneficial owner of more than ten
percent of any class of any equity security or (2) a
director or any officer of the issuer of such security,
the obligation to submit a statement indicating his or
her ownership of the issuers securities and such
changes in his or her ownership thereof.
249. Jose U. Pua vs. Citibank, N. A. G.R. No.
180064, September 16, 2013
Civil suits falling under the SRC (like liability for selling
unregistered securities) are under the exclusive
original jurisdiction of the RTC and hence, need not
be first filed before the SEC, unlike criminal cases
wherein the latter body exercises primary jurisdiction.