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ONLINE REVIEW PROGRAM IN COMMERCIAL LAW

Pros. Wilfredo B. Barreda

April 27, 2020

Reading Topics

I. LAW ON TRANSPORTATION

a. Provisions of the Civil Code of the Philippines on Transportation


b. Public Service Act (Commonwealth Act No. 146)
c. Carriage of Goods by Sea Act (COGSA)
d. Relevant provisions of the Code of Commerce
e. Warsaw Convention
f. Allowing Foreign Vessels to Transport and Co-Load Foreign Cargoes for
Domestic Transshipment (R.A. No. 10668)

Learning Objective: At the end of the learning period, the students are expected to
answer the following questions:

1. What is a common carrier?


2. What is the diligence required of common carriers?
3. Can a different degree of diligence be validly stipulated by the parties in a
contract of carriage?
4. What is the duration of observance by a common carrier of extraordinary
diligence in the vigilance over goods and the safety of passengers?
5. Is the common carrier excused from liability if there is contributory negligence on
the part of the passenger in causing the loss, destruction or deterioration of goods
transported?
6. What is the degree of diligence required of common carriers with respect to the
baggage of passengers?
7. In the transportation of goods, is the carrier liable if it incurs in delay?
8. Are common carriers liable if deaths of or injuries to passengers are caused by the
negligent or willful acts of its employees? Will the answer be the same if such
acts are caused by other passengers or of strangers?
9. What damages are recoverable in case of injury to or death of a passenger?
10. What is a bill of lading?
11. What are the functions of a bill of lading?
12. What are the types of bills of lading?
13. When must the cargoes covered by a bill of lading be delivered?
14. In coastwise or within the Philippines shipment of goods, when shall the shipper
file a claim with the carrier? What is the prescriptive period in filing a case in
court?
15. Who are the persons involved in maritime commerce?
16. What is a charter party? What are the kinds of charter party?
17. Explain the Doctrine of Limited Liability in maritime law? What are the
exceptions to the applicability of the doctrine?
18. What are the extents of the liability of the ship agent and/or the ship owner?
19. What is meant by general average? What are the requisites for general average?
20. How is collision distinguished from allusion of vessels?
21. What is the so called doctrine of inscrutable fault?
22. What are the three zones of time in collision of vessels?
23. What is the doctrine of error in extremis?
24. What is arrival under stress of a vessel?
25. When do you apply the Carriage of Goods by Sea Act?
26. In international shipment of goods from a foreign port to the Philippine port, what
is the procedure and prescriptive periods for filing maritime claims? What is the
limitation of the liability of the carrier?
27. What is a public utility?
28. What is the difference between Certificate of Public Convenience and Certificate
of Public Convenience and Necessity?
29. What are the requirements that must be met before a Certificate of Public
Convenience may be issued under the law?
30. What is the so called prior operator rule? What is the limitation of its application?
31. What are the three major factors to be considered by the regulating agency in
fixing the just and reasonable rates to be charged by public utility? What is a rate
of return?
32. What is the concept of the so called “boundary system”? Under the system and in
relation to the existing transportation laws, what is the relationship between the
driver and the owner/operator? Who is liable for the injury to or death of the
passengers resulting from the negligent operation of the vehicle operating under
the boundary system?
33. What is the so called “kabit system” in transportation operation? Who is liable for
the injury to or death of the passengers resulting from the negligent operation of
the vehicle operating under the “kabit system”?
34. In what kind of transportation operation does the Warsaw Convention applicable?
35. Under the Warsaw Convention, what is the carrier’s liability limit for baggage
lost and for the injury or death of a passenger? May the carrier avail of this
liability limit if the breach of the contract of carriage is attended by willful
misconduct, bad faith, recklessness or improper behavior on the part of any
official or employee of the carrier?

II. BANKING LAWS

a. The New Central Bank Act (R.A. No. 7653 as amended by R.A. No. 11211)
b. General Banking Act of 2000 (R.A. No. 8791)
c. Law on Secrecy of Bank Deposit (R.A. No. 1405, as amended)
d. Truth and Lending Act (R.A. No. 3765)
e. Lending Company Regulation Act of 2007 (R.A. No. 9474 as amended by R.A.
No. 10881)
f. Philippine Deposit Corporation Act
Learning Objective: At the end of the learning period, the students are expected to
answer the following questions:

1. What are the state policies behind the passage of the New Central Bank Act?
2. What government agency acts as the central monetary authority of the State?
3. What are the objectives and basic functions of the Bangko Sentral ng Pilipinas
(BSP)?
4. What are the corporate powers of the BSP?
5. What are the powers of the Monetary Board?
6. What is a bank?
7. What are quasi-banks?
8. What are the classifications of banks?
9. What are the basic functions of banks?
10. Who may own banks?
11. What is the so called Fit and Proper Rule?
12. What is the Doctrine of Apparent Authority in banks?
13. What is the degree of diligence required of banks?
14. What are the different kinds of deposit? Are anonymous accounts allowed?
15. What is a survivorship agreement?
16. What is the single borrower’s limit?
17. What is a DOSRI account?
18. What help can the BSP extend to banks in distress or banks with liquidity
problem?
19. When is a bank in distress placed under conservatorship?
20. What are the powers of conservator?
21. When is conservatorship terminated?
22. What are the grounds for the placement of a bank under receivership?
23. What is the maximum duration of receivership of a bank?
24. What are the duties of a receiver?
25. What is the distinction between liquidation and rehabilitation of banks?
26. What is the purpose of the law on the Secrecy of Bank Deposits?
27. What deposits are covered by the Law on Secrecy of Bank Deposits?
28. What are exceptions to the secrecy of bank deposits or under what instances when
the protection under the law on secrecy of bank deposits cannot be invoked?
29. What is the extent of the authority of the Anti-Money Laundering Council
(AMLC) to inquire into bank deposits?
30. What details of the transaction are required to be disclosed by the lender to the
borrower under the Truth and Lending Act? In what form and in what point in
time should such disclosure be made?
31. What is the objective of the Philippine Deposit Insurance Corporation Act?
32. What kinds of deposits are covered under Philippine Deposit Insurance
Corporation Act?
33. Who exercises the powers and functions of the Philippine Deposit Insurance
Corporation?
III. SECURITIES

a. The Securities Regulation Code (R.A. No. 8799)

Learning Objective: At the end of the learning period, the students are expected to
answer the following questions:

1. What are securities?


2. What is the rule before securities are offered for sale to the public? What are the
exceptions? What are transactions whereby the securities sold or offered for sale
arising therefrom are except from registration requirements?
3. What are the powers and functions of the Securities and Exchange Commission?
4. What is the procedure for registration of securities?
5. What are the devices or practices in manipulating security prices?
6. What is insider trading? Who is an insider?
7. What is a tender offer?
8. What instances is a tender offer required to be made?

April 28, 2020; 1:00PM – 5:00PM – Lecture (selected topics in commercial law)

April 29, 2020

Reading Topics

IV. BUSINESS ORGANIZATIONS

a. Revised Corporation Code of the Philippines (R.A. No. 11232)


b. The New Civil Code of the Philippines provisions on Partnership

Learning Objective: At the end of the learning period, the students are expected to
answer the following questions:

1. What is a corporation? What are its attributes? What is its right of succession? How are
corporations created? What are the so called concession theory and theory of corporate
business enterprise or economic unit? What are the different classes of corporation?
2. What is the principle of limited liability?
3. Can a corporation incur criminal liability? May a corporation be held liable for tort? May
a corporation seek for and be awarded moral damages?
4. What is a de facto corporation? What are the requisites for the existence of a de facto
corporation?
5. Explain the doctrine of Piercing the Veil of Corporate Entity? What elements must be
present to justify the piercing of the veil of corporate fiction on the ground that the
corporation is a mere alter ego (Alter Ego Theory otherwise known as the Instrumentality
Theory)? Is ownership of substantial portion of the outstanding capital in a corporation
enough to justification to apply the doctrine? What are the circumstances that may justify
the application of the doctrine to make the parent corporation liable for the obligations of
its subsidiary? What are examples of cases when the doctrine is applied?
6. How do you pierce the veil of corporate fiction?
7. How do you determine the nationality of a corporation? What is the Grandfather Rule?
8. Identify the persons composing a corporation?
9. Who are qualified as incorporators?
10. Can a corporation be formed under the Corporation Code of the Philippines if all its
stockholders are foreigners?
11. When is corporation deemed incorporated?
12. Under Sections 13 and 14 of the Corporation Code of the Philippines, what must the
Articles of Incorporation contain? What are the limitations that can be imposed in
adopting a corporate name?
13. What are the necessary documents to be submitted to the SEC in obtaining the certificate
of incorporation?
14. Can you amend the Articles of Incorporation? How can you amend it? Are all parts of the
Articles of Incorporation amendable? When shall the amendment take effect?
15. What are the requisites for the validity of the by-laws of a corporation? In case of conflict
between the provisions of the by-laws and the Articles of Incorporation, which prevails?
16. Once adopted by the corporation, how can the by-laws be amended or repealed?
17. What are the express or general powers (Theory of General Capacity)[ and the specific
(Theory of Specific Capacity) of the corporation [Sec. 36, CCP]?
18. What is an ultra vires act of a corporation? Can it be ratified? What are the effects of
ultra vires act? Distinguish ultra vires acts from: (a) illegal acts; (b) acts that do not
comply with formalities; (c) unauthorized acts.
19. What are the instances provided under the CCP where concurrence of the stockholders is
necessary for the exercise of corporate powers?
20. What is the so called Trust Fund Doctrine?
21. What do you mean by Business Judgment Rule? Are there exceptions to this rule?
22. Who are qualified and who are disqualified to be appointed or elected as directors or
trustees?
23. What is the required attendance at the meeting for purposes of election of board
members? In what for m or manner should an election of the members of the board of the
members of the board be made?
24. When may a director or a trustee be removed? How shall the vacancies in the board be
filled?
25. be made?
26. When may a director or a trustee be removed? How shall the vacancies in the board be
filled?
27. What is the quorum required in a board meeting?
28. What is the Doctrine of Apparent Authority?
29. Enumerate the stockholders’ rights.
30. When shall the regular meeting of the stockholders be held? What is the form of notice
required? May a stockholder or member waive such notice?
31. In what place shall the meeting of the stockholders be held? Can the By-Laws of the
corporation provide a provision changing the place of the meeting?
32. Who may call the meetings of stockholders?
33. What is the quorum required in the meeting of stockholders?
34. On the death of a shareholder, is his duly court appointed executor or administrator vote
his share?
35. Do shares classified as “non-voting” have the power to vote?
36. What are the basic rights of stockholders?
37. How does a stockholder of a corporation exercise the right to participate in the control
and management of the corporation?
38. Are stockholders and members of a corporation required to vote in person during their
meetings? How shall they exercise their right to vote? Are there formal requirements
needed to be complied with relative to the exercise of voting right by the stockholder or
members?
39. What is a voting trust agreement?
40. What is the stockholder’s preemptive right?
41. What is the nature of the right of first refusal?
42. Can the stockholder compel the corporation to declare dividends?
43. Are holders of subscribed shares not fully paid entitled to be paid cash dividends
equivalent to the entire subscribed shares?
44. Within what period should unpaid subscription be paid?
45. What is a “call”? When is a “call” necessary and when is it not necessary?
46. What are the legal effects of stock delinquency?
47. What remedies are available to a corporation to collect or enforce payment of stock?
48. What corporate books are required to be kept by corporation?
49. Under what conditions can the right to examine the books of a corporation be made by a
stockholder?
50. What is the liability of a director or officer who unjustly refuses to allow stockholder to
inspect the corporate books?
51. Explain the nature and meaning of derivative suit.
52. What are the requisites in filing derivative suits?
53. What is the so called appraisal right of stockholder? What is the effect if there is a
demand for appraisal?
54. Under what condition can the appraisal right be exercised by a stockholder?
55. What are the rules for the exercise of appraisal right?
56. When shall a corporation be allowed to distribute any of its assets or property to its
stockholders?
57. Distinguish merger from consolidation?
58. Outline the procedure for merger or consolidation.
59. What are the effects of merger or consolidation?
60. What is dissolution of a corporation? What are the modes of dissolving corporations?
May a corporation shorten its corporate term?
61. How is voluntary dissolution of a corporation undertaken?
62. How may involuntary dissolution of a corporation be effected, and on what grounds?
63. What are the effects of dissolution?
64. What happens if liquidation is not completed after 3-year winding up period?
65. What is liquidation? What are the modes of liquidation?
66. What is a foreign corporation? Is it allowed to transact business in the Philippines?
67. May a foreign corporation sue and be sued in the Philippines?
68. How do you determine whether a corporation is “doing business” in the Philippines?
69. What is an isolated transaction of a foreign corporation?
70. Give examples of corporate transactions by a foreign corporation which may not be
considered “doing business” in the Philippines.
71. Under the Foreign Investment Act, what does “doing business” include?
72. What is the procedure in obtaining license to do business in the Philippines by foreign
corporation?
73. What is the reason in requiring foreign corporations to obtain license to do business in the
Philippines?
74. May a party be estopped to challenge the personality of a foreign corporation after having
acknowledged the same by entering into a contract with it? What is the effect of
subsequent compliance with the license requirement?
75. What is a close corporation?
76. What are the characteristics of close corporations?
77. What corporations may not qualify as a close corporation?
78. When is there deadlock in close corporation?
79. Who is a provisional director in relation to the power of the SEC to arbitrate the dispute
in case of deadlock?
80. For what reason may a stockholder in a close corporation exercise preemptive right?
81. When may a stockholder of a close corporation file a petition for the dissolution of close
corporation?
82. What is a non-stock corporation?
83. What is the extent of the right to vote of the members of non-stock corporations?
84. Who has the power to terminate membership of members in a non-stock corporation?
85. In membership in non-stock corporation transferable?
86. May a non-stock corporation be converted into a stock corporation by mere amendment
of the articles of incorporation? Conversely, may a stock corporation be converted into a
non-stock corporation?
87. How are the assets of non-stock corporations distributed upon its dissolution?
88. What are the kinds of religious corporations?
89. Is a corporation sole possessed of any nationality?
90. How shall corporation sole be dissolved?
91. What is a One-Person Corporation (OPC)?
92. Is it required that the single stockholder be a Filipino citizen?
93. What are the excepted corporations that are not allowed to organize or incorporate as
One-Person Corporation (OPC)?
94. What is the duration of existence of OPC’s?
95. Is OCP required to have a minimum authorized capital stock?
96. Is OCP required to file Articles of Incorporation?
97. Is OCP required to submit bylaws?
98. How shall an OPC display or make its corporate name?
99. Who shall act as president and director in OPC’s?
100. Who shall act as the treasurer and the secretary of OPC’s?
101. Is the treasurer of an OPC required to give a bond to the SEC?
102. In addition to the functions designated by OPC, what are the other duties imposed
by the Code upon the secretary of the OPC?
103. Who shall replace or take the place of the single stockholder in case of his death
or incapacity?
104. What are the minutes and records required to be maintained by OPC’s?
105. Is the principle of piercing the corporate veil applicable to OPC?
106. May an ordinary stock corporation be converted to OPC and vise-versa?
107. Define partnership and differentiate it from: (a) sole proprietorship; (b)
cooperatives; (c) joint ventures; (d) associations; and (e) government owned and
controlled corporations.
108. What are the elements and characteristics of partnerships?
109. What are the rights and obligations of the partnership and the partners?
110. What is a limited partnership?
111. How is a partnership dissolved?

April 30, 2020; 1:00PM – 5:00PM – Lecture (selected topics in commercial law)

May 1, 2020

Reading Topics

V. INTELLECTUAL PROPERTY

a. Intellectual Property Code (R.A. No. 8293

Learning Objective: At the end of the learning period, the students are expected to
answer the following questions:

1. Differentiate the following:


a. Copyright
b. Trademarks
c. Patents
2. What intellectual rights should be registered and what are those that need not be
registered?
3. Within what term or period may intellectual right exist?
4. Explain the following:
a. Test of Dominancy (Trademarks)
b. Holistic Test (Trademarks)
c. Idem sonams (Trademarks)
d. First to File Rule (Patents)
e. Doctrine of Equivalents (Patents)
f. Fair use principle (Copyrights)
g. Theory of Dilution
5. What is s copyright?
6. Who owns copyright?
7. What intellectual property rights are protected by copyright?
8. What is meant by infringement of copyright?
9. What are the remedies for infringement of copyright?
10. What the definition of patent?
11. What inventions are patentable?
12. To whom the right to a patent belongs?
13. On grounds may patent be cancelled?
14. What constitutes patent infringement?
15. May a criminal action be filed against the infringer of patent? If yes, what is the
prescriptive period of the criminal action against the infringer?
16. What defenses are available to the infringer?
17. When may the IPO grant a license to exploit a patented invention in favor of any
person even without the agreement of the patent owner?
18. May a patentee assign and transmit his rights acquired by patent?
19. What are trademarks? Do trademarks and trade names mean the same?
20. How is ownership of mark acquired? How is ownership of trade name acquired?
21. What constitutes infringement of trademarks?
22. May a criminal action be filed against the infringer of trademark?
23. What is the difference between action for infringement of trademark and action
for unfair competition?

VI. SPECIAL LAWS

a. Financial Rehabilitation and Insolvency Act of 2010 (R.A. No. 10142)


b. Data Privacy Act of 2012 (R.A. No. 10173)
c. Philippine Competition Act (R.A. No. 10667)
d. Personal Property Security Act (R.A. No. 11057)

Learning Objective: At the end of the learning period, the students are expected to
answer the following questions:

1. What is the meaning of concurrence and preference of credits?


2. What are the classes of credits?
3. What is the order of preference of credits?
4. Under the Financial Rehabilitation and Insolvency Act of 2010 (FRIA):

a. Who is a debtor?
b. Who is a creditor?
c. Who is an insolvent?
d. What is rehabilitation?
e. What is the nature of rehabilitation proceedings?
f. What are the types of the proceedings under the FRIA?
g. What are the types of court-supervised rehabilitation and who can initiate
them?
h. When shall the court issue the commencement order?
i. At what point in time the rehabilitation proceedings shall be deemed to have
commenced?
j. What is a Stay or Suspension Order?
k. What are the exceptions to the Stay or Suspension Order?
l. What are the effects of the court’s issuance of the commencement order?
m. For how long shall the commencement order be effective?
n. Who may serve as rehabilitation receiver?
o. What are the qualifications of rehabilitation receiver?
p. What are the powers, duties, and functions of rehabilitation receiver?
q. How may a rehabilitation receiver be removed?
r. Who appoints the management committee and under what circumstances it is
proper to appoint the committee?
s. What are the types of liquidation under the FRIA and who may file the
petition for liquidation?
t. When shall liquidation order be issued?
u. What are the matters to be included in the liquidation order?
v. What are the legal effects of the court’s issuance of the liquidation order?
w. Will the liquidation order affect the right of secure creditor to enforce his lien
in accordance with the applicable contract or law?
x. How is the liquidator chosen? How may he be removed as liquidator?
y. What are the qualifications must a liquidator possess?
z. What are the powers, duties, and responsibilities of liquidator?
aa. How shall the claims of creditors be made?
bb. When shall the liquidator submit a Liquidation Plan to the court? What are the
minimum matters to be enumerated in the Liquidation Plan?

5. Under the Data Privacy Act of 2012:

a. Who is a “data subject”?


b. Who is a “personal information controller”?
c. What is “privileged information”?
d. What is “sensitive personal information”?
e. Is the processing of privileged information and sensitive personal information
allowed?
f. What is the scope of the application of the Act?
g. Is the Act applicable to an act done or practice engaged by an entity outside
the Philippine territory?
h. What are the general principles involved in processing of personal
information?
i. What are the rights of data subject? Under what instance a data subject may
not invoke his rights?
j. What are the duties and responsibilities of personal information controller?

6. Under the Philippine Competition Act (R.A. No. 10667)

a. How are the following defined:


1. Acquisition
2. Agreement
3. Conduct
4. Commission
5. Confidential business information
6. Dominant position
7. Entity
8. Market
9. Merger
10. Relevant market

b. Who are the persons or entities covered by the Act?


c. What are the powers and functions of the Philippine Competition
Commission?
d. What are the anti-competitive agreements between or among competitors that
are per se prohibited and what are those not per se prohibited?
e. What acts are considered abuse of dominant position?
f. When is a merger or acquisition agreement prohibited under the law? What
mergers or acquisition agreements are prohibited but the same may,
nonetheless, be exempt from the prohibition by the Commission?
g. What is the threshold for compulsory notification? Who is the notifying
entity? What is the effect of failure to comply with the notification?
h. In the disposition of cases, what are the factors to be considered by the
Commission in determining:

1. The relevant market


2. Control of an entity
3. Anti-competitive agreement or conduct
4. Market dominance position
i. When may the Commission forebear the application of the provision of the
Act?

7. Under the Personal Property Security Act (R.A. No. 11057)

a. How are the following defined:

1. Commodity Contract
2. Control agreement
3. Grantor
4. Non-inter mediated securities
5. Notice
6. Proceeds
7. Purchase money security interest
8. Registry
9. Secured creditor
10. Security interest
11. Writing
b. What are the transactions covered by the Act?
c. May a security interest be created in future property?
d. When shall security interest be perfected?
e. By what means may security interest be perfected?
f. How shall the priority of security interests and liens in the same collateral be
determined?

May 2, 2020 – Final Examination (9:00 AM to 5:00 PM to be submitted at 6:00 PM)


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