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Members:
Valz Demreeve Salma
Ram Santos
Marvilie Serna
Myra Velarde
Lorence Valencia
George Yap
FACTS:
Lami-Cola is a Filipino company duly registered with
the SEC involved in the beverage industry currently
ranked no. 3 with 20% market share.
The competitor, Kooks Bottling Inc., also a Filipino
company, also duly registered with the SEC, involved
in the merger is ranked no. 1 with 35% in current
market shares. The Book Value of your shares is 100.
The Book Value of the competitor is 200.
SURVEY OF RELATED LITERATURE
MERGERS and ACQUISITIONS according to the CORPORATION
CODE OF THE PHILIPPINES [Batas Pambansa Bilang 68]
Sec. 76 Plan of Merger or Consolidation (Corporation Code) –
two or more corporations may merge into a single corporation
You need the approval by majority of both boards to come up
with a plan of merger which contains:
Names of the corporations proposing to merge
The terms of the merger and the mode of carrying the same into
effect
A statement of the changes, if any, of the articles of
incorporation of the surviving corporation in case of merger
Other provisions with respect to the proposed merger
Sec. 77 – you need the
stockholder’s approval also
through:
Notice to the stockholders
2/3 affirmative vote of the
stockholders representing the
outstanding capital stock of
each corporation
Sec. 78 Articles of Merger – should be
executed by each of the constituent
corporations signed by president, vice-
president and certified by the secretary
of each corporation setting forth:
The plan of merger
The number of shares outstanding
As to each corporation the number of
shares
Sec. 79 Effectivity of Merger– the
articles of merger signed and
certified submitted to the SEC in
quadruplicate for approval
COMPETITION LAW
Quisimbing Torres “there are bills pending in Congress relating to anti-
trust and monopoly activities but, as of the current time, the
Philippines does not have a comprehensive and developed legislation
with respect to such activities. “
THE CONSTITUTION
(Article XII, Section 19), the
state is mandated to regulate or
prohibit monopolies,
combinations in restraint of
trade and other unfair
competition practices for the
sake of public interest.
CRIMINAL LAW
Article 186 defines and penalizes monopolies and combinations in
restraint of trade while Article 187 provides penalties.
Combinations in restraint of trade are defined as: