Some Notes on the Final Exams

I've finished checking and re-checking your finals. The results are quite an extreme. At least two people have billed a perfect PhP 1 million, while others have obviously been pretending to study all these months.

Here are my views on the issues raised in the exams.

Question No 1. The Investment House Buy Back Scheme

The scheme is clearly illegal, because it guarantees the buyers of the securities a profit of PHP .10 per share in thirty days. This has been deemed to be a form of market manipulation. It interferes with the market forces of supply and demand.

Question No. 2. The Currency Trader

I agree with most of you that the certificates are probably securities. Norman makes a good point in determining whether these are actually deposit instruments (or loans) or securities. If you spot that issue, you're okay. But the SEC said they were not securities, and that it is not the SEC which has jurisdicition but the Bangko Sentral ng Pilipinas because what was involved was dollars. Geez, and guess what? When the matter was brought to the BSP, it said the SEC had jurisdiction. This is what you call the legal ping-pong, Philippine style.

Question No. 3 the Pac Man

The acquisition of the publicly held school should comply with the tender offer rules and therefore it may not be done secretly. In addition, the acquiring entity is a publicly-llsted corporation. It has to disclose the material event of acquisition.

Question No. 4 People vs. Mr. Email

Most of you forgot that you are counselling the defendant, therefore you have to tell him his defenses. Sure, he looks guilty, but, he is not going to pay you if you keep telling me him that. On this point, Lorelie pointed out correctly that Mr. Email may not be liable under the classical theory of insider-trading. And guess what? In view of the dearth of Philippine jurisprudence on insider-trading that goes hand in hand with the SEC's record of prosecution and conviction of insider-traders, which is a BIG FAT ZERO, we don't really know if our Supreme Court will adopt the Classsical Theory or the Misappropriation Theory. So Mr. Email might still get off the hook. Wouldn't he pay you PHP 100,000 acceptance fee if you tell him that?
Think like a lawyer.