Tender Offer Regulations in Securities Law

A public corporation must report its financial transactions to the Securities and Exchange Commission (SEC). This applies when the company's assets exceed ₱50,000,000.

The rule requires a person or entity that acquires a certain percentage of shares in a publicly listed company to extend a tender offer to all shareholders. This aims to protect minority investors.

The term 'acquisition' in the Tender Offer Rule includes both direct and indirect purchase of shares. So, if you indirectly acquire shares through another entity, you still need to trigger the Tender Offer Rule.

The Tender Offer Rule is intended to regulate the acquisition of shares in a listed company, particularly when someone buys enough shares to reach the threshold for taking "control" of the company.

The percentage of shares that trigger the mandatory tender offer rule was increased from 15% and 30% to 35%. This means you need to acquire a larger percentage of shares before being bound by the Tender Offer rule.

The Philippine Veterans Bank (PVB) was deemed a public company subject to the reportorial requirements of the Securities and Exchange Commission (SEC) because it met the asset threshold of ₱50,000,000. This means they are required to disclose financial information to the SEC.

The application of the tender offer rule was challenged in scenarios involving indirect acquisition of shares, specifically through a subsidiary company. The Supreme Court clarified that the rule applies to all acquisitions, including those made through intermediary companies.

The court emphasized that the objective of the mandatory tender offer rule is to ensure the fair treatment of minority shareholders when a substantial portion of the company's shares is acquired. This protects their rights and prevents unfair actions by those seeking control.

The Securities and Exchange Commission (SEC) must approve the application within 90 days of filing. The applicant must meet certain requirements, including being organized as a stock corporation, operating only as an exchange, and having fair procedures for disciplining members.

It's unlawful for a member-broker of an exchange to trade for their own account or the account of an associated person, unless they are acting as a market maker, handling odd-lot transactions, correcting errors, or in situations defined by the Commission as similar.

A member-broker is a person or firm that is authorized to buy and sell securities on an exchange. They act as intermediaries between buyers and sellers and must follow strict rules and regulations.

A market maker is a member-broker who is obligated to buy or sell a security at a stated price, providing liquidity to the market. They maintain an inventory of securities, ensuring that there are always buyers and sellers available.

Odd-lot transactions involve buying or selling small quantities of securities, often less than 100 shares. These transactions are typically made by individual investors, not large institutions.

A member-broker must have a strong set of rules in place to prevent unfair conduct or violations by their members. These rules should govern discipline, denial or suspension of membership, and limitations on access to exchange services.

The Exchange must have transparent and standardized procedures for disciplining members. This ensures a fair and transparent process for handling violations, preventing unfair treatment, and maintaining a strong reputation.

The Commission refers to the Securities and Exchange Commission (SEC) which regulates the financial industry in the United States. The SEC ensures fair and efficient markets and protects investors through its oversight of the exchange.

A clearing agency is an intermediary that ensures payments and deliveries for securities transactions during settlement.

A clearing agency must expel or discipline members who violate laws or agency rules, ensuring fair and ethical practices. They must provide transparent procedures and allocate fees and charges equitably among participants. The agency should also prevent fraud and promote fair trading for investor and public protection.

Clearing corporations help settle trades by verifying details and ensuring securities and money transfer between buyers and sellers. Depositories store securities electronically for easy ownership transfer.

The SEC can suspend the SRO's registration for up to 12 months, revoke it, or impose limitations on its activities. They can also expel SRO members who violate rules or act unethically.

The SEC can refuse to register a broker or dealer if they don't meet financial responsibility standards or engage in unfair trade practices.

A broker or dealer cannot be registered if they don't meet specific financial responsibility standards or if they engage in unethical or unfair trading practices.

An organization that provides a framework for self-governance within a specific industry, often serving as a mediator for disputes or conflicts.

The act of temporarily halting or permanently ending a company's registration to offer securities due to violations of the Securities Regulation Code (SRC).

Financial penalties ranging from PHP 10,000 to PHP 1,000,000 for violating the SRC, possibly with daily fines for ongoing violations.

Individuals who violate certain sections of the SRC can be banned from holding positions like officers or directors in companies.

Fines that can be up to three times the profit gained or loss avoided due to specific violations of the SRC.

The Commission can impose additional punishments beyond fines, suspension, or disqualification, based on the severity of the violation.

The issuer of securities, individuals who signed the registration statement, directors, partners, and people named in the statement with written consent are liable for false statements.

Anyone who buys a security with a false statement or omission and suffers financial harm can sue for damages, unless they knew about the issue.

Administrative sanctions do not prevent criminal charges from being filed against those who violate the SRC.

The Securities and Exchange Commission (SEC) doesn't automatically approve or disapprove of any security or transaction simply because they act or don't act. It's also not a sign that they found wrongdoing. Essentially, it means their actions or inaction don't represent an official judgement on the merits of any security or transaction, meaning they leave it up to other legal procedures to determine the outcome.

If a complaint involves potential violations of the Securities Regulation Code (SRC) regarding unregistered securities, the Securities and Exchange Commission (SEC) might be the primary body to handle the investigation first. Basically, the SEC has more expertise in these security-related legal matters.

Even if the Securities and Exchange Commission (SEC) takes action or doesn't, it doesn't mean they've approved or disapproved of the security or transaction. This doesn't imply that the SEC has found the security or transaction to be legal or illegal. It means they are not yet making a judgment on the merits of the security or transaction. It's not a guarantee that everything's okay.

The Securities and Exchange Commission (SEC) can share information for a reasonable fee and under regulations they set. They might give confidential information if it's in the public interest or to protect investors.

The Securities and Exchange Commission (SEC) can help foreign law enforcement agencies if they ask for help with investigations about securities or commodity violations. They essentially cooperate with other countries to ensure fair and compliant markets.

Anyone who intentionally manipulates stock prices to harm others (violating Section 24 of the Securities Regulation Code) is held liable for the losses caused to those who bought or sold securities at the manipulated prices.

The Securities and Exchange Commission (SEC) has authority over all companies, organizations, or partnerships granted permits, licenses, or franchises by the Philippine government. The SEC also controls and penalizes violations of rules, regulations, and orders related to securities.

In lawsuits under the Securities Regulation Code (SRC), courts can grant attorney's fees up to a maximum of 30% of the damages awarded.

The person who intentionally manipulated the stock price is liable for the damages. Additionally, anyone who participated in the manipulation (even if they weren't the primary person) is also responsible for the damages.

The Securities and Exchange Commission (SEC) can issue cease-and-desist orders to stop actions that could harm investors or cause fraud in the stock market.

Exemplary damages (punitive damages) can be awarded in cases where the violation of the Securities Regulation Code involves bad faith, fraud, malevolence, or intentional harm.

The time period in which a legal claim can be filed is limited to two years from the discovery of the facts or five years from when the cause of action occurred, whichever is earlier.

The Securities Regulation Code establishes two key areas of jurisdiction for the SEC: It has oversight over all companies granted permits or franchises by the Philippine government, and it can regulate and sanction violations of securities laws.