This document discusses Philippine laws related to stock trading, pledging personal property as collateral, and perfecting security interests. It provides examples of stock price manipulation being illegal and insider trading definitions. Personal properties that can be pledged as collateral under the Personal Property Security Act (PPSA) include future goods, uncertified shares, bills of lading, warehouse receipts, and time deposits. Security interests are perfected by registering with the appropriate registry, like the Land Registration Authority, without needing specific forms as in the past.
This document discusses Philippine laws related to stock trading, pledging personal property as collateral, and perfecting security interests. It provides examples of stock price manipulation being illegal and insider trading definitions. Personal properties that can be pledged as collateral under the Personal Property Security Act (PPSA) include future goods, uncertified shares, bills of lading, warehouse receipts, and time deposits. Security interests are perfected by registering with the appropriate registry, like the Land Registration Authority, without needing specific forms as in the past.
This document discusses Philippine laws related to stock trading, pledging personal property as collateral, and perfecting security interests. It provides examples of stock price manipulation being illegal and insider trading definitions. Personal properties that can be pledged as collateral under the Personal Property Security Act (PPSA) include future goods, uncertified shares, bills of lading, warehouse receipts, and time deposits. Security interests are perfected by registering with the appropriate registry, like the Land Registration Authority, without needing specific forms as in the past.
This document discusses Philippine laws related to stock trading, pledging personal property as collateral, and perfecting security interests. It provides examples of stock price manipulation being illegal and insider trading definitions. Personal properties that can be pledged as collateral under the Personal Property Security Act (PPSA) include future goods, uncertified shares, bills of lading, warehouse receipts, and time deposits. Security interests are perfected by registering with the appropriate registry, like the Land Registration Authority, without needing specific forms as in the past.
June 15, 2021 *in short nilalaro ko lang yung presyo
Can you sell shares which you do not This is a form of stock manipulation (Illegal own? Wash Sale).
Yes. Under law on sales, you don’t have to Insider
be the owner at the time of the sale but you should be the owner at the time of delivery. Stockholder, officer, director, minor employee, pwede ring walang kinalaman sa *Price of shares in stock market changes. corporation but he got information from somebody connected with the corporation. Wash sales Insider Trading (Illegal) There is a sale of shares but there is no change of beneficial ownership. Dean: Mahirap iprove insider trading. (wala pa nahuhuli sa insider trading); Martha DBP sold it shares before on a particular stewart (nagserve sentence due to insider date worth hundreds of million. But on the trading) same day, it was also DBP who acquired it. Wash sales is not prohibited/illegal for as Ex: long as it is not used as a form of stock manipulation Mister to Mrs.: Yung driver ko nag LBM eh may board meeting ako. Pwede hiramin ko Stock price manipulation driver mo?
Example: Driver ako ni misis. Hinatid ko yung
husband sa board meeting. *driver Friend: The price of shares of X Corp. overhead* “Nagdeclare kami ng 20% cash tataas yan. Bumili ka na. Kasi may papasok dividends.” Pag nalaman ito ng publiko, na foreign investor. tataas ng presyo ng shares of corp. The Me: *naniwala* *bought shares while the next day, driver called his salesman to buy price is low* (over the years di gumagalaw the shares of X Corp. habang mura pa. Kasi yung presyo) *calls friend (bakit ganito??) pag nalaman ng publiko, biglang tataas ang presyo. Friend: namatay kasi yung foreign investor
Me: *wants to recover opportunity losses*
Ex: Me to Third person: Every other day, ipopost ko thru stock exchange that I am Director, sees X being good at using selling a certain number of shares of X calculator, brings him to the Board meeting. Corp. sabihan kita kung kelan. Sabihan mo Directors are talking about how much would be the dividends. X calculates. X a minor naman salesman mo, ikaw bibili kunwari. employee may also be an insider. Bebenta ko from Php2, then sa susunod na araw Php2.5. (pataas ng pataas para maentice other investors para bumili) Close Corporation
1 If there would be a deadlock in the board - Mortgagor should be thw owner of the of a close corporation. Remedy? thing mortgaged/pledged. - Pledgor/Mortgagor must have capacity Appointment of Provisional director– one to pledge or mortgage appointed by the SEC to sit in the board of - Once principal obligation has been close corp. in which corp. there is a extinguished. These accessory deadlock. Must have absolutely no interest contracts shall also be extinguished. in the corp. (not stockholder, not creditor) his services is required so long as there is deadlock; he need not own a share. Purpose of PPSA:
(bakit binago rules on pledge/chattel
mortgage law?) If there is deadlock, there is Intra corporate dispute. To promote economic activity by increasing access least cost credit particularly for micro small and medium enterprises (MSMEs) What gov’t office is in charge if there is Kapag umutang ka sa bumbay, intra-corporate dispute? SEC by arrangement is 5/6. Ratio: 1 peso sa 5 appointing provisional director. pesos = 20% = illegal? No. we do not have Under the jurisdiction of special commercial usury law. court where it has its principal office. Usury law – contracting rates more than To emphasize, Appointment of provisional what the law allows. Ngayon wala nang ceiling. director is with SEC, not RTC.
PPSA Pledge is real contact (perfected by
delivery) How may obligations be secured?
Civil law provides:
Before where we still have pledge/chattel 1. By the written undertaking of another mortgage, anong ginagamit ang person (Guaranty/Suretyship) collateral? 2. Using personal properties a. By pledge Usually vehicles. Pero paano naman yung b. Chattel mortgage MSMEs na di afford? That’s why we have 3. Real estate mortgage. PPSA. 4. By a contract of antichresis. Anu ano properties pwede gamitin as Basic Principles Securing obligation collateral for obligations?
All personal properties even future
– pledge mortgage, antichresis are just accessory contracts. There goods must be principal obligation.
2 aircrafts (covered ng civil aviation Kung uncertificated, ano authority) NOT included pinanghahwakan mo? Simply electronic barko (covered by ship mortgage record of your ownership. Pwede ba decree) NOT included also. tong gamiting collateral? Yes. Under the Note: Yacht – pwede gawin collateral. PPSA.
Object of pledge Example ng future object:
- must have physical existence because Nagbebenta ka sa supermart. bumili ka sa
there has to be delivery supplier. Supplier agreed to deliver to you 1 - what if wala pa sayo yung object? di ton of lapu lapu. Kinarga na sa barko. Ano pwede. pero under the PPSA, may mga ang inissue sa kanya ng common carrier? personal properties na pwede gawing Bill of lading (pwede gamitin collateral). collateral pag uutang ng pera. - Ex: gumagawa ako ng furniture. I 3 Fold purposes of documents of title received Purchase order for 1000 units 1. Serves as a receipt of office table. Ang problema ko ngayon 2. Serve as written contract b/w parties san ko kukunin yung pera pambili ng 3. Stands for goods mentioned therein. materyales para magawa yung order. Punta ako sa bangko kasi kulang capital BOL - Can be issued in negotiable or non ko, uutang ako. Gagawin kong collateral negotiable form. Negotiable para mas yung purchase order. mapabilis commercial transactions.
Warehouse receipt? Pwede gawing
collateral. Investments in Stock Market May time deposit ako sa bangko. Meron If you had already fully paid your akong receivables. Ayoko naman subscription, shares of corporation, you issurender yung time deposit, saying yung receive stock certificate. Pwede ito gamiting interes na kikitain ko. Pwede mag loan sa collateral as well. Because it shows that you bank at gagawin kong collateral yung time own those properties. deposit ko. = Pwede na under PPSA.
Back to back - Secures your loan with a
If you would invest in shares listed in PSE bank; Maganda ngayon kasi Rate of interest and you want to sell as soon as prices go is 1% higher than your time deposit. up. Pwede ka ba magbenta agad ng shares mo? How may security interest be perfected? Deliver muna stock certificate to your broker for validation (if genuine). Or wag - Concept same as old law ka humingi ng stock certificate - Pero narepeal na provisions on civil (uncertificated) (matagal to baka umabot code on pledge/chattel mortgage ng 5 working days baka bumaba na presyo) Kung may itatanong sa bar, madadaling principles lang yan.
3 - Sa chattel mortgage law, may form, yung Affidavit of good faith. Pero repealed na to. - Yung LRA, sila na ang gumawa ng form katumbas ng chattel mortgage agreement ngayon. - *Download form of document that will serve as chattel mortgage agreement.
deeds; (eto yung chattel mortgage dati, void yun kasi lumalabas na pactum commissorium – Conditional sale of personal property to secure fulfillment of valid obligation) 2. May also be perfected by possession of collateral by any secured creditor (eto yung dating pledge) 3. Control of investment property and deposit account
Ex. See prior examples on investment
property: invest in stock market and don’t ask for certificate. Uncertificated. Pwede gamitin collateral ang shares basta may arrangement with broker; time deposit example.
