Part II.

Issues in M&A

A) Public Companies

Securities Regulation Code (Republic Act No. 8799) in relation to the Implementing
Rules and Regulation

a. Definition of Public Company
b. Insider Trading
c. Requirement for Registration of Securities
d. Insider Trading
e. Short Swing Sale
f. Reports by 5% owners
g. Transactions by Directors officers and Principal Stockholders
h. Mandatory Disclosures

B) Mergers in specialized industries

a. Banking

Manual of Regulations for Banks X108.1

b. Telecommunication

Public Service Act (C.A. 146)

C) Foreign Investment Considerations

a. Investment in certain industries and land (1987 Constitution)
b. Ninth Negative List
c. Foreign Investment Act of 1991, as amended.
d. Anti-Dummy Law
e. Retail Trade Liberalization Act
f. Gamboa v. Teves, G.R. No. 176579, June 28, 2011 and October 09, 2012
g. SEC Memorandum Circular No. 08, series of 2013
h. Narra Nickel Mining v. Redmont Consolidated Mines Corp, G.R. No.
195580, April 21, 2014.

D) Foreign Investment Options

a. Joint-Venture
b. Subsidiary
c. Branch (under FIA)
d. Representative Office (under FIA)


E) Requirement of Due Diligence

a. Rule of Caveat Emptor
b. Corporation Code requirement of Due Diligence
c. Public Companies Disclosure Requirements

F) Investment Contracts

a. Right of First Refusal
b. Pre-Emptive Rights
c. Tag-Along
d. Drag-Along
e. Forced Divestment
f. Change of Control
g. Squeeze-Out