QuestionsQuestions (EXECUTIVE ORDER NO. 268)
The SEC text states that the Corporation Code, Securities Regulation Code, and other related laws require publication in a newspaper of general circulation for corporate actions imbued with public interest or that may affect sectors of the public before such actions become effective.
To inform affected parties of the proposed corporate action and, where applicable, enable them to submit their comments or opposition.
Examples include: issuance of securities; public offering of stocks; material changes in registration statements; merger; decrease of capital stock; dissolution; and withdrawal of license of corporations.
Corporations should consider: (1) whether the notice is likely to be read by interested/affected persons; (2) whether the newspaper has a bona fide list of paying subscribers and is published regularly, preferably five times a week; and (3) whether the newspaper is not devoted to the interests of or published for the entertainment of a particular class, profession, trade, calling, race, or religious denomination.
Because these requirements support the objective of reaching the persons who may be interested or affected, and ensure the publication is reliable and effective for notice purposes.
It states the newspaper should be published at regular intervals, preferably five times a week.
A newspaper devoted to the interests of or published for the entertainment of a particular class, profession, trade, calling, race, or religious denomination.
The burden of proof rests with the corporation.
The SEC may order a re-publication of the notice if, in its judgment, the objective was not accomplished.
It takes effect immediately.
Yes. The text states that the publication requirement must be satisfied before the corporate action becomes effective.
It explains that certain corporate actions are imbued with public interest or may affect certain sectors of the public, hence publication is required to notify affected parties.
Publication is meant to give affected parties notice of the proposed action and, where applicable, provide them the opportunity to submit comments or opposition.
The Memo indicates such a newspaper should not be used because it must not be devoted to the interests of or published for the entertainment of a particular class, including religious denomination.
Because the SEC looks at whether the objective—informing affected parties and enabling comments/opposition where applicable—was accomplished; if not, re-publication may be ordered.