SECURITIES AND REGULATION CODE

1. Who is insider
-means (a) the issuer; (b) a director or officer (or any person
performing similar functions) of, or a person controlling the issuer; gives or
gave him access to material information about the issuer or the security that is
not generally available to the public; (d) A government employee, director, or
officer of an exchange, clearing agency and/or self-regulatory organization
who has access to material information about an issuer or a security that is
not generally available to the public; or (e) a person who learns such
information by a communication from any forgoing insiders.

2. What is material non- public information

-information that would affect the market value or trading of a security and that has not been
disseminated to the general public. It is considered insider information.

Information is considered to be “material” if its dissemination to the public would likely affect
the market value or trading price of an issuer‘s securities (i.e. stock), or if it is information which,
if disclosed, would likely influence a reasonable investor’s decision to purchase or sell an issuer’s
securities.

Information is considered to be nonpublic when it has not been adequately disclosed to the
general public. Information ceases to be material, nonpublic information only when it has been
widely disseminated to the public or is no longer material.

3. What is public company/corporation?

-A public company, publicly traded company, publicly held company, publicly listed company, or
public limited company is a corporation whose ownership is dispersed among the general public
in many shares of stock which are freely traded on a stock exchange or in over the counter
markets. In some jurisdictions, public companies over a certain size must be listed on an
exchange. A public company can be listed (listed company) or unlisted (unlisted public
company).

4. What is tender offer? When it is mandatory?

- A tender offer is a publicly announced intention of a person acting alone or in concert with
other persons to acquire equity securities of a public company. It may also be defined as a
method of taking over a company by asking stockholders to sell their shares at a price higher
that the current market price and on a particular date.
- Mandatory when:
The person intends to acquire 15% or more of the equity share of a public company
pursuant to an agreement made between or among the person and one or more sellers. The
person intends to acquire 30% or more of the equity share of a public company within a
 period of 12 months. The person intends to acquire equity shares of public company that
would result in ownership of more than 50% of the said shares.

5. What is Blue Sky Law (Act No. 2581)

-is a state law in the United States that regulates the offering and sale of securities ostensibly to
protect the public from fraud. Though the specific provisions of these laws vary among states,
they all require the registration of all securities offerings and sales, as well as of stockbrokers
and brokerage firms. Each state's blue sky law is administered by its appropriate regulatory
agency, and most also provide private causes of action for private investors who have been
injured by securities fraud.

E COMMERCE ACT

1. What is hacking or crackling?

- (a) Hacking or crackling with refers to unauthorized access into or interference in a
computer system/server or information and communication system; or any access in order
to corrupt, alter, steal, or destroy using a computer or other similar information and
communication devices, without the knowledge and consent of the owner of the computer
or information and communications system, including the introduction of computer viruses
and the like, resulting in the corruption, destruction, alteration, theft or loss of electronic
data messages or electronic documents shall be punished by a minimum fine of One
Hundred Thousand pesos (P 100,000.00) and a maximum commensurate to the damage
incurred and a mandatory imprisonment of six (6) months to three (3) years.
- Hacking: Completely legal. Enthusiastically developing software, often for the sheer joy of
making the computer do something awesome. Over the years, the term has been hijacked
and twisted by media, to the point where today it is used almost exclusively as a synonym
for cracking. Sad. I’m a hacker — I’ve been hacking code since 1968 — first on IBM “big
iron,” then (from 1976 to my retirement in 2009) on Tandem NonStop Systems — with
pride.
- Cracking: Completely illegal. Using software (and sometimes, hardware) to gain unlawful
access to other people’s property. Most crackers are bad dudes (and excellent
programmers), causing great harm and destruction. Some crackers excel in breaking
“authorization algorithms,” supporting a thriving online market in “pirated” software
(effectively robbing the original software developers)