Professional Documents
Culture Documents
Section 1 Title
- patterned after the U.S. Securities Act of 1933 and U.S. Securities Exchange
Act of 1934
- The basic purpose of registration under the Code is to assure the availability
of adequate reliable information about the issuer and securities which are
offered to the public.
- it can only insists that the issuer makes a full disclosure of all material facts.
To have faith is to be sure of the things we hope for, to be certain of the things we cannot see –
Hebrews 11
5. SANCTIONS. Sanctions against those who violate the provisions of the Code,
as well as civil liability and/or damages to investors injured by such violations.
1. Share of stock- interest or right which the owner, who is the shareholder
or stockholder, has in the management of the corporation, and its surplus
profits, and in the dissolution, in all of its assets remaining after the
payment of its debts.
To have faith is to be sure of the things we hope for, to be certain of the things we cannot see –
Hebrews 11
securitization and to which the seller makes a true and absolute
sale of assets, or a “Special Purpose Trust” – which means a
trust administered by an entity duly licensed to perform trust
functions under the General Banking Law, and created solely for
the purpose of securitization and to which the seller makes a
true and absolute sale of assets.
OPTIONS – these are contracts that give the buyer the right,
but not the obligation, to buy or to sell an underlying security at
a predetermined price, called the exercise or strike price, on or
before a predetermined date, called the expiry date, which can
only be extended by the SEC upon stockholder’s approval.
To have faith is to be sure of the things we hope for, to be certain of the things we cannot see –
Hebrews 11
9. Evidence of indebtedness – are written representation of debt
securities or obligations of corporations such as, but not limited to the
following:
- The SEC holds regular meetings at least once a week on a day and time fixed
by it. Special meetings may also be called as often as maybe necessary by
the Chairperson or upon the request of 3 commissioners. In such cases,
notice of the meeting shall be given to all Commissioners and the presence of
3 Commissioners shall constitute a quorum.
- The SEC may, for purposes of efficiency, delegate any of its functions to any
of its departments, offices, individual Commissioner, or staff member, except
its review or appellate authority and its power to adopt, alter and supplement
any rule or regulation.
- The SEC, motu propio or upon a petition filed by an interested party, may
review any order, resolution, decision or action of any of its departments,
offices, individual Commissioner, or staff member.
To have faith is to be sure of the things we hope for, to be certain of the things we cannot see –
Hebrews 11
- The petition for review shall be filed with the Office of the General Counsel
within 15 days from receipt of the order, resolution, decision or any document
evidencing the action taken which is the subject of the review.
- SEC has the incidental power to conduct administrative hearings, and make
decisions in the course of the performance of their regulatory and law
enforcement functions.
- The SEC may motu propio conduct hearings in the exercise of its regulatory
power. Thus, if the case requires decision or resolution of a violation or
conflict brought about in connection with the performance of a regulatory
function, then it is one for the SEC to decide for the best interest of the
public.
- The SEC may take cognizance of the complaint and the proceedings therein
partaking of the nature of an administrative determination, but it cannot
award damages, nor grant recovery of investments. At most SEC can impose
administrative sanctions, such as suspension or revocation of its license,
issuance of a cease and desist order, and implead its officers for criminal
violations of securities laws before the Department of Justice.
- The rules of conduct for commissioners, officers and employees are provided
under SRC Rule 6.2 of the Amended SRC Implementing Rules and
Regulations.
To have faith is to be sure of the things we hope for, to be certain of the things we cannot see –
Hebrews 11
Section 7 Reorganization
- The SEC is now authorized to reorganize itself, streamline its structure and
operations, upgrade its human resource component and increase the
compensation for the personnel and exempts the SEC from coverage of the
Salary Standardization Law.
- The institutional strengthening of the SEC includes the transfer of its quasi-
judicial function to the regular courts.
CHAPTER III
REGISTRATION OF SECURITIES
To have faith is to be sure of the things we hope for, to be certain of the things we cannot see –
Hebrews 11
contains any or all of the information required in the SRC Implementing Rules
and Regulations.
- “Offered for sale or distribution” in the provision covers the act of accepting
future subscription deposits. Acceptance of subscription deposits is indicative
that the amount paid therefore was accepted as payment of an offer to sell
securities, unless it is shown that the intention is to treat the payment merely
as advances in anticipation of future increase of capital stock, but the same
should be booked as “liability” in the financial statement of the company.
- As a GR, securities are prohibited from being offered and sold within the
Philippines, unless a registration statement and a prospectus covering the
securities executed ad established in accordance with the requirements and
procedures laid down under SRC rules 8 and 12 of the Amended SRC
Implementing Rules and Regulations, are both filed and in effect.
- The present law now enforces a “full disclosure” approach of regulating public
offerings. Registration under the new Code gives more emphasis to full
disclosure as the principal method of investors protection intended to provide
adequate and accurate disclosure of materials facts concerning the issuer
and the securities it proposes to offer and sell.
- Under new regulatory framework, the SEC no longer passes upon judgment
on the investment merit of an issue but leaves it to the investor to make a
decision on whether or not to buy the shares on the basis of disclosure of
material facts concerning the company and the securities sold.
- The only standard which must be met when registering securities is adequate
and accurate disclosure of required material facts covering the company and
the securities it proposes to sell.
1. Government Issues
To have faith is to be sure of the things we hope for, to be certain of the things we cannot see –
Hebrews 11
- These are issued and sold by the government over which a particular
government agency exercises regulatory or supervisory care, thereby,
investors are deemed adequately protected.
- The SEC may prescribe rules for disclosure with respect to offerings of
securities by foreign governments as investors need disclosures to these
offerings of securities.
4. Sale of securities which are under the regulation of the Office of the Insurance
Commission, Housing and Land Regulatory Board, or Bureau of Internal
Revenue.
- The new Code now puts the banks, as far as trading their shares are
concerned, under the SEC jurisdiction.
- Bank share are not exempted as they are significant segments of the trading
market in securities, and investors need protection with respect to the public
offering and trading of those shares no less than with respect to the shares of
other issuers.
To have faith is to be sure of the things we hope for, to be certain of the things we cannot see –
Hebrews 11
- The BSP would only regulate debt securities issued by bans, while bank’s own
shares of stock would be registered and regulated by the SEC.
- What is exempt from the registration requirements are the “transactions” and
not the “securities” themselves.
3. Isolated transaction.
To have faith is to be sure of the things we hope for, to be certain of the things we cannot see –
Hebrews 11
5. Sales of shares to stockholders not underwritten.
8. Broker’s transactions.
11.Private placements.
To have faith is to be sure of the things we hope for, to be certain of the things we cannot see –
Hebrews 11
securities market, as one of their major business activities is to
invest in securities.
♥ Under the SEC’s rule making power, it is contemplated that the SEC
would adopt exemptions for sales to accredited investors, small or
limited offerings, such as offerings to key employees of the issuer,
offers to acquire the stocks of closely held companies certain types
of mergers and reorganizations where the number of shareholders
or other considerations do no warrant registration.
To have faith is to be sure of the things we hope for, to be certain of the things we cannot see –
Hebrews 11
- The Commission may require the registration statement to contain
such information or documents as it may, by rule, prescribe.
- The information required for the registration of any kind, and all
securities, shall include, among others, the effect of the securities
issue on ownership, on the mix of ownership, especially foreign and
local ownership.
-The registration statement shall be signed by the issuer’s executive
officer, its principal operating officer, its principal financial officer, its
comptroller, principal accounting officer, its corporate secretary or
persons performing similar functions accompanied by a duly verified
resolution of the board of directors of the issuer corporation.
- The written consent of the expert named as having certified any part
of the registration statement or any document used in connection
therewith shall also be filed.
-Where the registration statement includes shares to be sold by selling
shareholders, a written certification by such selling shareholders as to
the accuracy of any part of the registration statement contributed to by
such selling shareholders shall also be filed.
2. Upon filing of the registration statement, the issuer shall pay to the
Commission a fee of not more than one-tenth (1/10) of one per centum (1%)
of the maximum aggregate price at which such securities are proposed to be
offered.
- Reciting that a registration statement for the sale of such security has
been filed, and that the aforesaid registration statement, as well as the
papers attached thereto are open to inspection at the Commission
during business hours, and copies thereof, photostatic or otherwise,
shall be furnished to interested parties at such reasonable charge as
the Commission may prescribe.
4. Within forty-five (45) days after the date of filing of the registration statement,
or by such later date to which the issuer has consented, the Commission shall
declare the registration statement effective or rejected, unless the applicant is
allowed to amend the registration statement as provided in Section 14 hereof.
To have faith is to be sure of the things we hope for, to be certain of the things we cannot see –
Hebrews 11
5. The Commission shall enter an order declaring the registration statement to
be effective if it finds that the registration statement together with all the other
papers and documents attached thereto, is on its face complete and that the
requirements have been complied with. The Commission may impose such
terms and conditions as may be necessary or appropriate for the protection of
the investors.
6. Upon effectivity of the registration statement, the issuer shall state under oath
in every prospectus that all registration requirements have been met and that all
information are true and correct as represented by the issuer or the one making
the statement.
- The Code gives the SEC the authority to refuse to permit a registration
statement to become effective or revoke the effectivity on any ground
enumerated in the provision.
- A declaration of insolvency at any time should not serve as a bar to
registration. Only companies that have been declared insolvent by a court
may be refused registration.
- An insolvent company should not be denied the opportunity to seek
capitol if it discloses fully its financial condition.
- Also, not every claim of violation of the law should be a ground for
rejection or revocation of a registration statement.
- The only violations the SEC should undertake to determine ae those
committed in connection with the offering.
- If the violation of law is not material and therefore does not require
disclosure, it should not be a basis for revocation.
To have faith is to be sure of the things we hope for, to be certain of the things we cannot see –
Hebrews 11
- While the SEC is empowered to summarily suspend the registration of
securities for the interest of the public, it shall conduct a hearing upon the
issuance of an order of suspension.
To have faith is to be sure of the things we hope for, to be certain of the things we cannot see –
Hebrews 11