Philippine Commercial Laws

About Course

This course is a comprehensive survey and review of the fundamental principles, laws, and current jurisprudence governing commercial and business transactions in the Philippines. It integrates the various commercial law subjects including Business Organizations, Insurance Law, Transportation Law, Banking Laws, Securities Regulation, Intellectual Property, and Special Commercial Laws (AMLA, FRIA, PPSA, etc.). The course is highly geared toward preparing students for the practice of Commercial Laws in the Philippines through rigorous case analysis and application of the law to factual scenarios.

By the end of the semester, the students should be able to:
1. Cognitive (Knowledge): Demonstrate a comprehensive mastery of the provisions of the various Philippine commercial laws and up-to-date Supreme Court jurisprudence.
2. Psychomotor (Skills): Analyze complex factual business scenarios, identify the legal issues, and formulate sound legal arguments and solutions using the ALAC (Answer, Legal Basis, Application, Conclusion) method.
3. Affective (Attitude): Exhibit ethical responsibility, critical thinking, and a profound respect for the rule of law in handling commercial, corporate, and financial disputes.

Course Content

Business Organizations
Formulate the distinctions between a partnership and a corporation; Distinguish the various types of business organizations

Partnerships (General Provisions, Rights/Obligations, Dissolution)
Kinds of Corporations & Incorporation

Revised Corporation Code
Analyze the powers of a corporation, the Doctrine of Piercing the Corporate Veil, and the roles of the Board of Directors; Apply the rules on stockholders' rights, intra-corporate disputes, mergers, and corporate

Insurance Law
Identify the elements of an insurance contract and distinguish insurable interest in life vs. property; Evaluate the effects of concealment, misrepresentation, and breach of warranties in insurance claims.

Transportation Law
Determine the liability of common carriers and the application of the extraordinary diligence standard; Apply maritime commerce concepts, the Montreal/Warsaw Conventions, and the Public Service Act.

Banking Laws
Explain the functions of the BSP and analyze the exceptions to the Bank Secrecy Law; Discuss the diligence required of banks, prohibited acts, and PDIC deposit insurance coverage.

Securities Regulation Code (SRC)
Analyze the types of securities, the requirement of registration, and insider trading prohibitions.

Intellectual Property Code
Differentiate the rules on acquisition of patents, trademarks, and copyrights, and identify acts of infringement; Determine the scope of copyrightable works, the fair use doctrine, and moral rights.

Special Commercial Laws
Evaluate the elements of money laundering and the remedies for financially distressed enterprises; Apply the rules on secured transactions, data privacy, and anti-competitive behavior; Identify the consequences of non-disclosure under the Truth in Lending Act and rules on foreign equity.

About Course

What Will You Learn?

Course Content

Business Organizations Formulate the distinctions between a partnership and a corporation; Distinguish the various types of business organizations

Partnerships (General Provisions, Rights/Obligations, Dissolution)

Kinds of Corporations & Incorporation

Revised Corporation Code Analyze the powers of a corporation, the Doctrine of Piercing the Corporate Veil, and the roles of the Board of Directors; Apply the rules on stockholders' rights, intra-corporate disputes, mergers, and corporate

Board of Directors/Trustees/Officers

Powers of Corporations

Trust Fund Doctrine

Trust Fund Doctrine

Stockholders’ Rights and Obligations

Mergers and Consolidations

Dissolution and Liquidation

One Person Corporations (OPC)

Insurance Law Identify the elements of an insurance contract and distinguish insurable interest in life vs. property; Evaluate the effects of concealment, misrepresentation, and breach of warranties in insurance claims.

Concept, Elements, and Characteristics

Insurable Interest (Life, Property)

Perfection of the Contract

Concealment and Misrepresentation

Breach of Warranties

Claims Settlement & Subrogation

Transportation Law Determine the liability of common carriers and the application of the extraordinary diligence standard; Apply maritime commerce concepts, the Montreal/Warsaw Conventions, and the Public Service Act.

Common Carriers vs. Private Carriers

Obligations and Liabilities (Vigilance over goods, Safety of passengers)

Defenses of Common Carriers

Maritime Commerce (Limited Liability Rule)

The Warsaw/Montreal Convention

Public Service Act

Banking Laws Explain the functions of the BSP and analyze the exceptions to the Bank Secrecy Law; Discuss the diligence required of banks, prohibited acts, and PDIC deposit insurance coverage.

New Central Bank Act (Conservatorship, Receivership)

Law on Secrecy of Bank Deposits

General Banking Law (Diligence of a good father vs. Extraordinary diligence)

PDIC Act (Maximum deposit insurance)

Securities Regulation Code (SRC) Analyze the types of securities, the requirement of registration, and insider trading prohibitions.

Definition of Securities (Howey Test)

Exempt Transactions and Securities

Insider Trading and Market Manipulation

Tender Offers

Intellectual Property Code Differentiate the rules on acquisition of patents, trademarks, and copyrights, and identify acts of infringement; Determine the scope of copyrightable works, the fair use doctrine, and moral rights.

Patents (Patentable inventions, Ownership)

Trademarks (Holistic vs. Dominancy Test)

Unfair Competition

Copyrightable Works

Fair Use Doctrine

Infringement vs. Plagiarism

Anti-Money Laundering Act (AMLA)

Financial Rehabilitation and Insolvency Act (FRIA)

Personal Property Security Act (PPSA)

Data Privacy Act of 2012

Philippine Competition Act

Truth in Lending Act