This Study Resource Was: Ortega, Nina Alyssa C. January 17, 2021 BSA-2A

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Ortega, Nina Alyssa C.

January 17, 2021


BSA-2A

10 Assignment 1

1. A owns 100 out of 10,000 shares in the Manufacturer’s Bank. He filed a suit against B for
damages due to an alleged breach of contract. A secures a favorable judgment against B but
fails to obtain full satisfaction thereof. A receives a tip that B has a big time deposit with
Manufacturer’s Bank. B is not aware that A is a stockholder in the said bank. A goes to the
bank and demands the right to inspect the records of the bank to find out whether B has
indeed such a time deposit and how much. The bank manager refuses to accede to his

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demand. A threatens to sue him on the ground that as a stockholder of a corporation, he is

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given by the Corporation Code the right to inspect all the books of the corporation. Is A

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entitled to look at such record? Explain.
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No. Under the Section 2 of the Secrecy of Bank Deposits Law, all deposits of whatever
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nature with banks or banking institutions in the Philippines including investments in bonds
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issued by the Government of the Philippines, its political subdivisions and its
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instrumentalities, are hereby considered as of an absolutely confidential nature and may not
be examined, inquired or looked into by any person, government official, bureau or office,
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except upon written permission of the depositor, or in cases of impeachment, or upon order
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of a competent court in cases of bribery or dereliction of duty of public officials, or in cases


where the money deposited or invested is the subject matter of the litigation. Although a
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stockholder has a right to inspect all the business records of the corporation, there’s still
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limitation under the mentioned law to encourage deposits in banking institutions.


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2. Philippine Palaces Realty (PPR) had been representing itself as a registered broker of
securities, duly authorized by the Securities and Exchange Commission (SEC). On October 6,
2013, PPR sold to spouses Leon and Carina one timeshare of Palacio del Boracay for
US$7,500.00. However, its Registration Statement became effective only on February 11,

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2014, after the SEC issued a resolution declaring that PPR was authorized to sell securities,
including timeshares.

On March 30, 2014, Leon and Carina wrote PPR rescinding their purchase agreement and
demanding the refund of the amount they paid, because the Palacio del Boracay timeshare
was sold to them by PPR without the requisite license or authority from the SEC. PPR
contended that the grant of the SEC authority had the effect of ratifying the purchase
agreement (with Leon and Carina) of October 6, 2013. Is the contention of PPR correct?
Explain.

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No. It is not correct. It is unlawful to sell securities which are not exempt securities and it

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violates the Securities Regulation Code. Under the Section 4 of Commonwealth Act. No. 83,

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No securities except of a class exempt under any of the provisions of section five hereof or

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unless sold in any transaction exempt under any of the provisions of section six hereof shall
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be sold within the Philippines unless such securities shall have been registered and/or
licensed as hereinafter provided.
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