Special Laws Flashcards
Powers and functions of securities and exchange commission
- Have jurisdiction and supervision over all corporations, partnerships or association
- Formulate policies and recommendations on issues concerning the securities markets
- Approve, reject, suspend, revoke, or require amendments to registration statement and application
- Regulate, investigate or supervise the activities of person to ensure compliance
- Impose sanctions for the violation of rules and laws
- Prepare, approve, amend or repeal rules, regulations and orders
- Enlist the aid and support of and or Deputize any and all enforcement agencies
- Issue cease and desist order to prevent fraud
- Punish for the content of the commission
- Compel the officers of any registered corporation or association to call meetings of stockholders are members under its supervision
- Issue subpoena duces tecum and summon witnesses to appear in any proceedings
- Suspend, or revoke, after proper notice and hearing the franchise or certificate of registration
- Exercise such other powers as may be provided by law
The markets and securities regulation department
Develops the registration criteria for all market participants and supervises them to ensure compliance with registration requirements and endorses infractions of the code
The corporate governance and finance department
Registers beautiful funds including exchange traded funds membership certificates, closures, both Proprietary and non-proprietary, and timeshares before they are offered for sale or sold to the public
The company registration and monitoring department
Registers domestic corporations, partnerships and associations, including representative offices and foreign corporations intending to do business in the Philippines
The enforcement and investor protection department
Ensure compliance by all market participants, issuers and individuals, and text appropriate enforcement action against them for legal in fraction of the code
Requirement for registration of securities prior to disposal in public
- No securities shall be sold or offered for sale unless such securities or Duly registered with the SEC
- No information relating to an offering of securities shall be disseminated unless a registration statement has been filed with the SEC
- No person shall offer, sell or enter into commodity features contracts except in accordance with the rules and orders of SEC
Grounds for rejection or revocation of registration of securities
The issuer:
- Judicially declared insolvent
- Violated any provision of this code
- Has been or is engaged or is about to engage in fraudulent transactions
- Has made any false or misleading representation of material facts
- The issuer has been convicted by any competent judicial or administrative body, upon plea of guilty, Or otherwise, of an offense involving moral turpitude and or fraud
Ground for suspension of registration of securities
The information contained in the registration statement filed is or has become Misleading, incorrect, inadequate or incomplete in any material respect
Refusal to furnish information required by the SEC
Securities required to be registered to SEC
Share of stocks
Bonds, debentures, notes or evidences of indebtedness
Asset-backed securities and investment contract
Certificates of interest or participation in a profit-sharing agreement
Certificates of deposit
Fractional undivided interest in oil, gas or other mineral rights
Derivatives like option and warrants
certificate of assignments, certificate of participation, the certificates
voting trust certificates or similar instruments
proprietary or non-proprietary membership certificates incorporation
other instruments determined by the SEC
It means a publicly announce intention by a person acting alone or in concert with other persons to acquire outstanding equity securities of a public company
Tender offer
Means publicly announce intention by an issue or to reacquire any of its own class of equity securities
Issuer Tender Offer
The offeror’s formal offer, including all material terms and conditions of the tender offer and all their amendments or (2) the related transmittal letter whereby equity securities of the target company that our sought in the tender offer may be transmitted to the offeror or its depository
Tender offer materials
Tender offering publishing
Two national Newspapers of general circulation in the Philippines on the date of commencement of the tender offer and for two consecutive days after compliance with SRC
Expiration period of tender offer
At least 20 business days from its commencement provided that an offer should as much as possible be completed with and 60 business days from the date the intention to make such offer is publicly announced
at least 10 days business days from the date the notice of a change in percentage of the class of securities being sought
