Business Law and Regulations (BLR)
Business Law and Regulations (BLR)
Business Law and Regulations (BLR)
This focuses on the fundamental concepts and principles regarding partnerships, corporations,
of the Corporation Code and the law on partnership, including the rights, obligations and
liabilities of persons comprising business organizations. Likewise, the study of Negotiable
Instruments Law will expose the learners to the requisites of negotiability and the requisites and
rights of holders in due course as well as provisions on checks and the Bouncing Checks Law
and Article 315 of the Revised Penal Code.
Course Objective
The student is expected to have a good understanding of the legal personality of corporations,
how they are formed, and their basic difference from single proprietorships, and partnerships.
The student must also be able to differentiate copyright, trademarks and trade names, and
patents, how they are acquired, and enforced.
Course Outline
PRELIMINARY TERM
Nationality of Corporations
1. Place of Incorporation Test
- SEC Opinion No. 07-17, September 27, 2007
2. Control Test
- SEC Opinion No. 07-20, November 20, 2007
3. Grandfather Rule
- Narra Nickel Mining & Development Corp. v. Redmont Consolidated Mines Inc.,
G.R. No. 195580, 28 January 2015
4. Domiciliary Test
Nationalized Activities Reserved for Filipinos under the Constitution and Special Laws
- Executive Order No. 65, 11th Regular Foreign Investment Negative List
2
Pre-incorporation Subscription
Consideration of Stock and Transfer of Shares Rights of Unpaid Shares
X. Appraisal Right
10.1 Instances of Appraisal Right
10.2 How Right is Exercised
Cases:
1. Heirs of Wilson P. Gamboa vs. Finance Secretary Margarito B. Teves, et al., G.R. No.
176579, October 9, 2012
2. Carandang v. Desierto, G.R. Nos. 148076 & 153161, January 12, 2011
3. Gokongwei, Jr. v. SEC, G.R. No. L-45911, April 11, 1979
4. Legaspi Towers 300, Inc. v. Amelia P. Muer, G.R. No. 170783, June 18, 2012
4. LAW ON PARTNERSHIP
Formation
Kinds
Obligations of Partner
Partners to Third Person
Dissolution
Liabilities of a limited partner
5. CREDIT TRANSACTIONS
Loan
Commodatum
Mutuum
Interest (simple, compound, legal)
Art. 1956 of the New Civil Code
3
BSP Circular No. 799, July 1, 2013
Nacar v. Gallery Frames, GR No. 189871, August 13, 2013
Deposit
Pledge
Chattel Mortgage
Real Estate Mortgage
Antichresis
MIDDLE TERM
6. LAW ON SALES
Elements
Kinds
Contract to Sell v. Absolute Sale
Capacity of the Parties (relative, absolute)
Perfection
Transfer of Ownership
Double Sale (Art. 1544 of the New Civil Code)
Remedies of the Seller (Recto Law, Maceda Law, specific performance, rescission, foreclosure)
Equitable Mortgage
4
12. INTELLECTUAL PROPERTY LAW (Republic Act No. 8293)
Patent
Patentable inventions
Non-patentable inventions
Trademarks
Non-registrable marks
Prior use
Tests to determine confusing similarity
Trade names
Copyright
Original Work
Derivative Work
Non-copyrightable works
Rights of copyright owner
Doctrine of fair use
Infringement
Unfair competition
FINAL TERM
BANKING LAWS
15. THE NEW CENTRAL BANK ACT (Republic Act No. 7653)
Bangko Sentral ng Pilipinas
Monetary Board (Powers, functions)
How the BSP handles bank in distress (conservatorship, closure, receivership, liquidation)
How the BSP handles exchange crisis (legal tender power, rate of exchange)
5
17. SECRECY OF BANK DEPOSITS (Republic Act No. 1405)
Prohibited acts
Deposits covered
Exceptions
Garnishment of deposits including foreign deposits
Notable cases:
- Intengan vs. Court of Appeals, G.R. No. 128996, February 15, 2002
- Ejercito vs. Sandiganbayan, G.R. Nos. 157294-95, November 30, 2006
- Mellon Bank, N.A. vs. Magsino, G.R. No. 71479, October 18, 1990
- Marquez vs. Desierto, G.R. No. 135882, June 27, 2001
- PCIB vs. Court of Appeals, G.R. No. 84526, January 28, 1991
- Salvacion vs. Central Bank of the Philippines, G.R. No. 94723, August 21, 1997
INSURANCE LAW
LABOR STANDARDS