A. Corporations (RA 11232)

Mercantile Law and Taxation

I. BUSINESS ORGANIZATIONS Republic Act No. 11232¹

A. Corporations

1. General Principles

2. Kinds of Corporation

3. Incorporation and Organization

4. Directors, Trustees, and Officers

5. Powers of Corporations; Incidental Powers; Ultra Vires Doctrine

6. Stockholders and Members

7. Mergers, Consolidations, and Acquisitions

8. Corporate Dissolution and Liquidation

9. Foreign Corporations

B. Partnerships

1. General Provisions

2. Obligations of Partners among Themselves

3. Property Rights of Partners

4. Obligations of Partnership; Obligations of Partners to Third Persons

5. Dissolution and Winding Up

Limited Partnership – Civil Code, Articles 1843-1867²

II. INSURANCE: Presidential Decree No. 612³, as amended by Republic Act No. 10607

A. Concept of Insurance

B. Insurable Interest

C. Concealment

D. Representation

E. Policy

F. Warranties

G. Premium

H. Loss

I. Notice and Proof of Loss

J. Double Insurance; Overinsurance

K. Reinsurance

Classes of Insurance

III. TRANSPORTATION: Civil Code⁴

A. General Principles of Common Carriers

1. Common Carrier vs. Private Carrier

2. Diligence Required

3. Vigilance over Goods

4. Safety of Passengers

Maritime Law

The Montreal Convention⁵

IV. BANKING

A. Secrecy of Bank Deposits (R.A. No. 1405⁶ and R.A. No. 6426⁷, as amended)

1. Prohibited Acts

2. Exceptions from Coverage

3. Garnishment of Deposits, including Foreign Deposits

The New Central Bank Act⁸

B. General Banking Law (R.A. No. 8791⁹)

1. Nature of Bank Funds and Bank Deposits

2. Required Diligence of Banks

3. Prohibited Transactions by Bank Directors, Officers, and Employees

C. Philippine Deposit Insurance Corporation (R.A. No. 3591¹⁰, as amended by R.A. Nos. 9576, 10846, and 11840)

1. Definition of Insured Deposit

2. Deposit Insurance Coverage

3. Splitting of Deposits

D. Anti-Money Laundering Act (R.A. No. 9160¹¹, as amended by R.A. Nos. 9194, 10167, 10365, 10927, and 11521)

1. Policy

2. Covered Institutions and their Obligations

3. Covered Transactions

4. Suspicious Transactions

5. Safe Harbor Provision

6. Money Laundering

7. Authority to Inquire, Freezing, and Forfeiture

V. INTELLECTUAL PROPERTY: Republic Act No. 8293¹², as amended

A. Patents

1. Patentable vs. Non-patentable Inventions

2. Ownership of a Patent

3. Rights and Limitations of Patent Owner

4. Patent Infringement

5. Cancellation

Licensing

Assignment and Transmission of Rights

B. Trademarks

1. Marks vs. Collective Marks vs. Trade Names

2. Non-Registrable Marks

3. Ownership, Registration, and Duration

Rights and Limitations of Trademark Owner

Trademark Infringement

Unfair Competition

Cancellation

C. Copyrights

1. Copyrightable Works

2. Non-Copyrightable Works

3. Rights Conferred by Copyright

4. Ownership of a Copyright

5. Limitations on Copyright

6. Copyright Infringement

Art Forgery Act¹³

VI. SECURED TRANSACTIONS

A. R.A. No. 11057¹⁴ or the Personal Property Security Act

1. Definitions and Scope

2. Creation of Security Interest

3. Perfection of Security Interest

VII. OTHER SPECIAL LAWS AND RULES

A. R.A. No. 10142¹⁵ or the Financial Rehabilitation and Insolvency Act

1. Definition of Insolvent

2. Rehabilitation

3. Liquidation and Effects of Liquidation Order

4. Suspension of Payments

B. R.A. No. 10173 or the Data Privacy Act

1. Personal vs. Sensitive Personal Information

2. Scope

3. Processing of Personal and Sensitive Personal Information; Lawful Basis

4. General Data Privacy Principles

5. Rights of Data Subject

C. R.A. No. 8792 or the Electronic Commerce Act

1. Legal Recognition of Electronic Data Messages, Documents, and Signatures

2. Lawful Access and Obligation of Confidentiality

D. Commonwealth Act No. 146 as amended by R.A. No. 11659 or the Public Service Act

Public Service as Public Utility

Critical Infrastructure

Powers of the President

Reciprocity

SECURITIES REGULATION CODE (R.A. No. 8799)

PHILIPPINE COMPETITION ACT (R.A. No. 10667)

ACCESS DEVICES REGULATION ACT (R.A. No. 8484)

VIII. TAXATION LAW

A. General Principles

1. Concept and Definition of Taxation

2. Inherent and Constitutional Limitations of Taxation

3. Requisites of a Valid Tax

4. Lifeblood Doctrine; Manifestations; Prohibition on Compensation and Set-off, Impact, Effect

5. Authority of Congress, Secretary of Finance, Commissioner of Internal Revenue (CIR)

6. Construction and Interpretation of Tax Laws, Rules, and Regulations

7. Double Taxation

8. Escape from Taxation

9. Tax Exemption

10. Compromise and Tax Amnesty

11. Taxpayer’s Suit: Rationale and Requisites

Distinguished from Police Power and Eminent Domain

Distinguished from Other Forms of Exactions

Withholding Taxes; Concept

Local Taxation

Real Property Taxation

B. National Internal Revenue Code of 1997 (NIRC), as amended by R.A. No. 10963, or the Tax Reform for Acceleration and Inclusion (TRAIN) Law, and R.A. No. 11976 or the Ease of Paying Taxes Act

1. Income Tax

2. Value-Added Tax (VAT)

3. Tax Remedies

IX. STRATEGIC PLAN FOR JUDICIAL INNOVATIONS 2022-2027

A. Challenges

B. Four Guiding Principles

C. Three Outcomes and Activities

CORPORATION LAW

Republic Act No. 11232¹⁶ – Revised Corporation Code