3 The person intends to acquire equity shares of a public company that would

3 the person intends to acquire equity shares of a

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3. The person intends to acquire equity shares of a public company that would result in ownership of more than 50% of the said shares. However, the IRR of the SRC provides: 1. The person intends to acquire 35% or more of the equity share of a public company pursuant to an agreement made between or among the person and one or more sellers. 2. The person intends to acquire 35% or more of the equity shares of a public company within a period of 12 months. 3. The person intends to acquire equity shares of a public company that would result in ownership of more than 51% of the said shares. Note: Tender offer applies to both direct and indirect acquisition. Q: What may be considered as a public company? A: 1. Those listed on an exchange; or 2. Those with assets of at least 50M pesos and having 200 shareholders owning at least 100 shares each. Q: What are the unlawful and prohibited acts relating to tender offers? A: It shall be unlawful for any person to: 1. Make any untrue statement of a material fact or omit to state any material fact necessary in order to make statements made not misleading, and 2. Engage in any fraudulent, deceptive, or manipulative acts or practices in connection with any tender offer or request or invitation for tenders, or any solicitation of security holders in opposition to or in favor of any such offer, request, or invitation. B. RULES ON PROXY SOLICITATION Q: What are the requisite for valid proxy solicitation? A: 1. It must be in writing 2. It must be signed by the stockholder or his duly authorized representative 3. It must be filed before the scheduled meeting with the corporate secretary (Sec. 20) Note: The proxy shall be valid only for the meeting for which it is intended. No proxy shall be valid and effective for a period longer than 5 years at one time. Q: What are the rules on proxy solicitation with regard to broker or dealer? 1. No broker or dealer shall give any proxy, consent or authorization, in respect of any security carried for the account of a customer, to a person other than the customer, without the express written authorization of such customer. 2. A broker or dealer who holds or acquires the proxy for at 10% or such percentage as the Commission may prescribe of the outstanding share of the issuer, shall submit a report identifying the beneficial owner within 10 days after such acquisition, for its own account or customer, to the issuer of the security, to the Exchange where the security is traded and to the Commission. (Sec. 20)
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S ECURITIES R EGULATION CODE U N I V E R S I T Y O F S A N T O T O M A S F a c u l t a d d e D e r e c h o C i v i l A CADEMICS C HAIR : L ESTER J AY A LAN E. F LORES II V ICE C HAIRS F OR A CADEMICS : K AREN J OY G. S ABUGO & J OHN H ENRY C. M ENDOZA V ICE C HAIR FOR A DMINISTRATION AND F INANCE : J EANELLE C. L EE V ICE C HAIRS FOR L AY O UT A ND D ESIGN : E ARL L OUIE M. M ASACAYAN & T HEENA C. M ARTINEZ C. DISCLOSURE RULE Q: When does disclosure begin?
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  • Fall '16
  • james reyes

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