A. Securities Regulation (RA 8799)

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

A. Framework for Regulating of Securities Trading – R.A. No. 8799, Sections 8-10¹

B. Concept of Securities; Howey Test – R.A. No. 8799, Section 3.1²

Securities Market Participants

• Issuer is an originator, maker, obligor, or creator of the security. (SRC, Sec. 3.2)³
• Broker is a person engaged in the business of buying and selling securities for the account of others. (SRC, Sec. 3.3)⁴ The client of the broker is a third party.
• Dealer is a person, who buys and sells securities for his own account in the ordinary course of business. (SRC. Sec. 3.4)⁵ A dealer transacts using the dealer’s own resources and not for third parties, unlike a broker.
• Prospectus is the document, made by or on behalf of an issuer, underwriter or dealer, to sell or offer securities for sale to the public through a registration statement filed with the SEC. (SRC. Sec. 3.11)⁶ This is the offering circular containing all material information about the issuer and the securities sought to be offered to the public.