3 the person intends to acquire equity shares of a

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)

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?