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Shareholders’ approval on sale of corporate assets

Under Section 39 of the Revised Corporation Code (RCC), a corporation may, by a majority vote of its board of directors or trustees, sell or otherwise dispose of its property and assets, upon such terms and conditions and for such consideration as its board of directors or trustees may deem expedient. However, if the sale involves a sale of all or substantially all of the corporation’s properties and assets, including its goodwill, the vote of the stockholders representing at least two-thirds of the outstanding capital stock, or at least two-thirds of the members shall also be required.

The duty to disclose and the right to privacy at the...

With reports and narratives about discrimination and harassment of suspect, probable, and confirmed cases of coronavirus disease 2019 (COVID-19) -- including calls to make the personal information of these cases available to the general public -- circulating heavily since the government declared a state of public health emergency throughout the Philippines, it is imperative to know that Philippine laws provide adequate measures of protection against the unwarranted invasion of one’s right to privacy.

Hello, lockdown, goodbye: Exit strategy for COVID-19

Undeniably, the enhanced community quarantine (ECQ), which was imposed by the National Government in the entirety of Luzon, and by different local government units (LGUs) in the other parts of the Philippines, has saved many lives. In its latest report, the University of the Philippines COVID-19 Pandemic Response Team determined that at the time of the imposition of the Luzon-wide ECQ, the virus’ Reproductive Number was hovering at above two to four -- the Reproductive Number is used to measure the transmission potential of a disease, and a Reproductive Number of >1 is an indication that the number of cases is increasing. As of April 19, the Reproductive Number in the Philippines is at 1.072. While we have not yet flattened the curve, we can optimistically say that we are slowly getting there.

Fine print

What is Instagram in a pandemic?

COVID-19 as a fortuitous event and its implications on contractual obligations

The coronavirus disease 2019 (COVID-19) is a novel and highly infectious disease which was unknown before the outbreak began in Wuhan, China last December. However, in 2020, the rapid spread of the contagious disease claimed thousands of lives worldwide causing global alarm and pandemonium. Thus, on March 11, the World Health Organization was constrained to characterize COVID-19 as a pandemic.

Pandemics, police power, and private contracts

With the worsening COVID-19 outbreak, President Rodrigo Duterte has shifted gears. What began as a mere entreaty to the private sector to extend bills payments, grant reprieves on rental fees to alleviate day-to-day worries of the everyman, has now morphed into something broader.

Coping with COVID-19

The World Health Organization (WHO) has declared the coronavirus disease 2019 (COVID-19) a pandemic and people around the globe are understandably very worried, if not in a state of panic. In the Philippines, in an effort to quell the upward surge in infections similar to what is happening in other countries, President Rodrigo R. Duterte initially ordered a “community quarantine” of the National Capital Region (NCR) effective March 15 until April 1. However, on March 16, the President put the entire island of Luzon on “enhanced community quarantine” (ECQ-Luzon), strictly imposing a home quarantine, among others, starting on March 17 until April 12.

Refusing to turn a blind eye: Implementing the Philippine Marrakesh Regulations...

The 1987 Constitution requires the State to protect and promote the right of all citizens to quality education at all levels, and to take appropriate steps to make such education accessible to all. It reflects the State’s policy to adopt a more inclusive educational institution that does not discriminate against the underprivileged and persons with special needs.

The conversion of an ordinary stock corporation to a one person...

With the end in view of keeping abreast of changing times and easing doing business in the Philippines, the Revised Corporation Code (RCC) introduced the concept of a corporation with a single stockholder. Under the RCC, a natural person, trust, or an estate can now establish a One Person Corporation (OPC). For purposes of transition, it also allows an old domestic stock corporation (OSC) incorporated prior to the enactment of the RCC to be converted into an OPC. Pursuant to this, the Securities and Exchange Commission (SEC) released its proposed guidelines on the conversion of an OSC to an OPC for public feedback.

The lesser known facet of quo warranto

The extraordinary writ of quo warranto has been raised to public consciousness again recently that it begs to be understood further. It will be recalled that an action for quo warranto was filed by the Office of the Solicitor General (OSG) a couple of years ago to challenge Chief Justice Maria Lourdes Sereno’s right to her to public position. This Petition was eventually granted by the Supreme Court and caused her removal as a public officer. This is the same type of Petition filed by the OSG again, but this time not against a public officer, but against a private entity, ABS-CBN Broadcasting Corp. and ABS-CBN Convergence, Inc.

Travel in the Time of 2019-nCoV

Following the World Health Organization’s declaration of the 2019 novel coronavirus (renamed COVID-19) outbreak as a public health emergency, the Philippine government on Feb. 2 deemed it prudent to implement a temporary travel ban against all foreign nationals coming from China, Hong Kong and Macau; all foreign nationals who have been to China, Hong Kong, and Macau in the last 14 days prior to the arrival to the Philippines; and transiting passengers from China, Hong Kong, and Macau. Recently, the ban was clarified to include Taiwan, which, according to the WHO, is considered a special administrative region of the People’s Republic of China. (This was subsequently dropped after Taiwan complained. -- Ed.)

‘Owning’ the Cure: Patent rights in the midst of an outbreak

As early as Dec. 31, 2019, the World Health Organization (WHO) was informed of the steadily increasing number of cases of pneumonia of unknown etiology detected in Wuhan City, Hubei Province of China. Over the next three weeks, researchers connected the spread of the outbreak to a market in Wuhan City and identified the cause of the contagious and potentially fatal respiratory disease to be a new type of coronavirus, which is now infamously known as the Novel Corona Virus (2019-nCoV).

Revival of expired corporations

Much has been said about the feature of the Revised Corporation Code (RCC) allowing corporations to have perpetual existence under Section 11 of the RCC. Yet, there is also a nifty feature tucked in under the same section allowing the revival of those corporations whose corporate terms have expired. Pursuant to this provision, the Securities and Exchange Commission (SEC) issued SEC Memorandum Circular No. 23, Series of 2019 or the Guidelines on the Revival of Expired Corporations. The Guidelines became effective on Dec. 6 last year and the SEC has started accepting applications for the revival of expired corporations until then.

Work suspension during calamities

On Jan. 12 -- nearly half a century after its last eruption -- Taal Volcano had a phreatic eruption, causing ash to fall on numerous cities and necessitating the evacuation of families living near the volcano. With the sudden turn of events, immediate evacuation and disaster preparations were necessary for the affected areas, and schools and offices were constrained to suspend their operations to make way for the same.

Easing doing business in the Philippines

How difficult is it to do business in the Philippines in comparison to other economies?

Judges-at-Large Act: An aid to justice

To quote Former Chief Justice Artemio Panganiban: “Trial courts are the dispensers of justice closest to the poor.” But when the demand for justice is clearly disproportionate to that of the number of our judges in the lower courts, how can justice even be dispensed?

Management’s guide to probationary employment

The never-ending tug of war between management prerogative and labor rights has long been recognized in our jurisdiction. While it may be true that the constitutional bias has always been in favor of the working class, it cannot be denied that management also has its own rights which are limited by labor laws, as well as principles of equity and substantial justice.

Robo-rights: Artificial intelligence machines’ right to own copyright over works

In 2010 there was a discussion on whether robots should be granted rights or what was termed as “robo-rights.” This stemmed from the consideration that robots may develop the ability to reproduce, develop artificial intelligence, and even possibly, create something independent of its inventor or developer.

Lenders beware: The crackdown on illegal online cash companies

“Quick and Easy Online Loan,” “Fast, Easy, Loan Online,” “Quick Cash Online” — these are only a few of the marketing and advertising slogans of online lending companies which have emerged among the online community. Oblivious of the consequences, these online loans became popular among the mass of Filipino people who, in some way or other, needed the “quick and easy” cash.

The new law on service charges

With the enactment of Republic Act No. 11360, rank-and-file employees of restaurants, hotels and similar establishments are now entitled to 100% of the service charges collected from customers.

Changing times for PEZA Locators

Taxes are integral to any economic policy. Investments flow in and out of the economy based on fiscal incentives as much as human capital. For Philippine Economic Zone Authority (PEZA) locators, investors were enticed to invest in the Philippines with tax incentives, such as the Income Tax Holiday (ITH) or 5% Gross Income Taxation (GIT), VAT zero-rated purchases, and duty-free importations. However, with major tax reforms introduced and proposed by the government, PEZA locators are facing a new business paradigm, requiring proactiveness.

Disclosure and reportorial requirements for lending and financing Companies

The common practice of advertising services through television, social media, websites, radio and the like, as well as the use of online lending platforms are becoming tools of fraud, leading to the increased number of borrowers falling prey to unlawful acts of lending and financing companies. Thus, the Securities and Exchange Commission found the need to impose additional regulatory measures on lending and financing companies to safeguard the public through the issuance of Memorandum Circular No. 19 (“MC No. 19”) dated Sept. 17, imposing disclosure and reportorial requirements.

Boosting the Philippine economic scene through the Innovative Startup Act

According to the 2019 World Bank report, the Philippines ranks 124th out of the 190 economies in terms of ease of doing business. Meanwhile, its neighbors, namely: Malaysia, Vietnam, Singapore, Thailand and Indonesia, rank 15th, 69th, 2nd, 27th, and 73rd, respectively.

Copyright protection over the works of the Government

There is no contention that the public has every right to be freely apprised of the laws governing their daily lives. In a democracy, the power of the government to create, interpret, and implement laws is sourced from the people. Thus, “edicts of government” such as statutes and judicial opinions per se are not subject to exclusive ownership and/or commercial exploitation in the context of copyright, not even by the government itself.

Stop debt collection harassment

In these times when loans are easily available through online consumer financing or other private lending companies, when there is easy access to online cash loans without any collateral requirements, complex approval procedures, or prolonged application waiting time, many people resort to purchasing their personal needs and wants by obtaining loans through the aforesaid manner. However, unfair and abusive debt collection practices as a result of these loans often lead to extreme amounts of stress. Often, this practice has contributed to the loss of income or employment, marital instability, medical issues, personal bankruptcies, social embarrassment, and invasion of personal privacy. The borrower feels completely defeated and without energy to pursue a course of action to stop the activities and bring perpetrators to justice.

The 2019 HCCH Judgments Convention and the enforcement of foreign judgments...

In a global world where cross-border transactions are commonplace, disputes inevitably arise. Considering the difference in the substantive laws and procedures in different jurisdictions, the resolution of these disputes requires multilateral agreement and cooperation between and among states. Thus, one of the keys issues in this field of human enterprise is the recognition and enforcement of foreign court decisions. On this score, the Hague Conference on Private International Law (HCCH) adopted on July 2, the Convention on the Recognition and Enforcement of Foreign Judgments in Civil or Commercial Matters or the Judgments Convention. The Judgments Convention seeks “to promote effective access to justice for all and to facilitate rule-based multilateral trade and investment, and mobility, through judicial co-operation.” This is intended to fill in the gap in cross-border litigation, particularly the uncertainty of recognition and enforcement of a court decisions in another jurisdiction and seeks to serve as a mechanism similar to the New York Convention on the recognition and enforcement of foreign arbitral awards which has been widely ratified by a number of states.

Giving our farmers the ‘credit’ due them

When a farmer needs credit, and whose only asset is the land under patent which he tills, where does he go?

Regulating the creditor-debtor cat-and-mouse chase

Benjamin Franklin said, “creditors have better memories than debtors.” Comically, Ambrose Bierce in his book, The Devil’s Dictionary, defined “forgetfulness” as a gift from God bestowed upon debtors in compensation for their destitution of conscience.

Names with attitudes

Pronounced a certain way, Doctor Drai does not seem too different from Dr. Dre. However, trademark laws see (or hear) otherwise.

Compulsory investment of branch offices

The Revised Corporation Code (RCC), which took effect on Feb. 23 this year, introduced amendments to the otherwise outdated Corporation Code. One of the amendments can be found in Section 143 of the RCC which prescribed the amount of required securities deposit for branch offices of foreign corporations. Pursuant to such an amendment, the Securities and Exchange Commission (SEC) issued Memorandum Circular No. 17, Series of 2019 (SEC MC No. 17-2019) on the revised guidelines on securities deposit of branch offices of foreign corporations, which superseded the guidelines set in Memorandum Circular No. 2, Series of 2012 (SEC MC No. 2-2012).

Change we can see

There is wave of positive change in the metropolis today brought about by basic, commonsensical, even elementary solutions to day-to-day concerns. Local chief executives, following a trail blazed by today’s fair-haired boy, Manila Mayor Isko Moreno, have shown that reliance on existing laws and rules is sufficient to effect change that one can see. Perhaps a change in the mindset was all that was needed, as the laws and ordinances have remained the same.

The POGO Problem: Harmonizing immigration, gaming, and gambling

It is highly illegal to gamble in China save for a few state-run lotteries. To avoid this prohibition, gambling companies operate offshore so that they may continue catering to Chinese nationals who play casino and e-games online. These companies took a sharp interest in expanding their businesses to the Philippines, which led to the rise of Philippine Offshore Gaming Operators (POGOs). A POGO is an entity which offers and participates in offshore gaming services by providing an online platform where players may gamble with others over the internet.

What makes a contract valid?

I have conducted a few lectures on Obligations and Contracts, in partnership with the Department of Trade and Industry, to businesspeople with startups. I noticed that one of the most common misconceptions is that “contracts must always be in writing, otherwise there is no contract to speak of.”

Amending the Public Service Law: Distinguishing public utilities from public services

Senate Bill No. 1441 seeks to amend the Public Service Act to differentiate a “public service” from a “public utility,” thereby lifting the nationality restriction on the areas of power generation and supply, transportation, broadcasting, and telecommunication, among others.

Being in the Internet spotlight and Intellectual Property Rights

For quite a number of us, a significant chunk of the things we learn comes from the internet. The internet will likely have information that will satisfy an individual’s intellectual desires. A popular source of information are online video blogs or vlogs. These vlogs present information through a combination of video clips, supporting texts, and images. There has been an increasing preference for these vlogs since information is presented in a more entertaining, if not more palatable, manner than its text counterpart.

The MOU between PHL and China and a timely revisit of...

On Nov. 20, 2018, the Philippines and China entered into a Memorandum of Understanding (MOU) on Cooperation on Oil and Gas Development. Premised on the Charter of the United Nations, the United Nations Convention on the Law of the Sea (UNCLOS), and the 2002 Declaration of Conduct of Parties in the South China Sea, the two governments agreed to negotiate on an accelerated basis (i.e., within 12 months of its signing) arrangements to facilitate oil and gas exploitation in “relevant maritime areas.”

One signature away: what you need to know about Senate Bill...

Just last year, much controversy arose upon the emergence of Senate Bill No. 1826 (SB 1826), or the bill on the Security of Tenure and End of Endo Act, which proposed several changes in the Labor Code provisions on contracting arrangements and employment relationships. Due to public clamor, President Rodrigo Roa Duterte even certified the necessity of the immediate passing of SB 1826. This, however, did not deter employer groups from continuing to lobby against the passage of SB 1826.

Implementing the Expanded Maternity Leave Law

The Department of Labor and Employment (DOLE), together with the Social Security System (SSS) and the Civil Service Commission (CSC), recently laid out the Implementing Rules of the newly-minted Expanded Maternity Leave Law, although the law itself already became effective last March 11, 2019.

Revisiting important concepts in arbitration

Alternative dispute resolution methods or ADRs, i.e., arbitration, mediation, conciliation among others, “are encouraged by the Supreme Court, since by enabling the parties to resolve their disputes amicably, they provide solutions that are less time-consuming, less tedious, less confrontational, and more productive of goodwill and lasting friendships.”

That’s my move! Are motion marks eligible for trademark protection?

“Moonwalk” is a dance move popularized by the King of Pop, Michael Jackson. It is his signature dance move which catapulted him into stardom. Aside from Jackson, other celebrities and figures (whether living persons or “inanimate entities/objects”) have distinctive “signature moves” -- Michael Jordan and his one hand, flying air dunk; movements of popular video game characters like Street Fighter’s Ryu and his Haddouken and Dragonball’s Son Gokou and his Kamehame Wave.

Developments in the Philippine Competition Commission’s enforcement activities

Early this year, the Philippine Competition Commission (PCC) Enforcement Office launched a leniency/whistleblower program offering immunity from suit and reduction of fines to cartel members who will provide information that will help the PCC investigate and prosecute cartels. This forms part of the PCC’s increased efforts in cracking down on anti-competitive agreements and conduct.

Revisiting the AMLA in light of transnational money laundering

For several decades, money laundering has extended the reach of transnational organized crime throughout various nations. As seen in pop culture, drug lords and mobsters regularly ship off “dirty money” from their illegal trade into off-shore bank accounts, thus making such funds appear “clean” (think Narcos, Breaking Bad, and The Firm).

National Privacy Commission extends renewal of registrations and submission of Annual...

The National Privacy Commission (“NPC”) recently announced the extension of the validity of registrations completed by personal information controllers and processors as of 2018, as well as the indefinite postponement of the submission of the Annual Security Incident Report (“ASIR”) covering the calendar year 2018.

The future of our children

To honor its obligations under the United Nations Convention on the Rights of the Child, Congress on July 2005 passed Republic Act No. 9344, otherwise known as the “Juvenile Justice and Welfare Act of 2006.” In its Declaration of State Policy, Congress discussed how the State recognizes “the right of every child alleged as, accused of, adjudged, or recognized as having infringed the penal law to be treated in a manner consistent with the promotion of the child’s sense of dignity and worth, taking into account the child’s age and desirability of promoting his/her reintegration.”

Keeping your mobile number for a lifetime

In this digital world, mobile phones are a necessary part of our daily lives. As we become heavily dependent on these gadgets for communication and for the accomplishment of our daily task, we encounter some service issues and technical glitches, including connectivity to the internet. Sometimes, subscribers simply tolerate and continue to pay for the poor service, as they do not want the inconvenience of changing their mobile numbers for fear of losing important contacts and opportunities. Others are left with no choice but to change their mobile service provider to avail of better service, which necessitates the changing of their mobile numbers. And trivial as it seems, this leads to the inevitable inconvenience for both the subscriber and his contacts -- e.g. subscriber has to inform all his contacts of such change, and for the contacts to manually delete the old and save the new number.