Mercantile Law & Taxation BAR EXAMS 2023 - Dean Joe-Santos Balagtas Bisquera
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- Опубліковано 9 жов 2023
- The BAR Examination 2023 in Mercantile Law and Taxation is a tough Examination, covering:
Corporation Law - Corporation by Estoppel, a Corporation as an Incorporator of another Corporation, Stock Dividends, filling up Vacancy in the Board of Directors, legal capacity of a Foreign Corporation to sue before Philippine Courts and 40% Foreign Investment of a Corporation in a Nationalized Industry under the Grandfather Rule;
Banking - the authority of the Bangko Sentral to shut down a Bank, foreign Deposits publicly published as an Issue of Secrecy of Bank Deposits, funds entrusted to a Lawyer in a Client-Lawyer Relationship and the Disclosure with the Anti-Money Laundering Law;
Transportation - Common Carrier for the Transport Services of a Resort;
Insurance - Insurable Interest and Concealment outside the 2-Year Contestible Period;
Intellectual Property - Unfair Competition in using the same Product Brand of two (2) different but competing Products, Copyright for a Legal Template and Patent vs Copyright Protection;
Taxation - Tax Exemption: Presidential Proclamation vs Exclusive Legislative Power, Self-Incrimination on Tax Filing - exhorbitant Bonus for Work not comprising Ordinary and Necessary Work, Value-Added Tax on Professional Services paid in kind and LRTA Exemption from Real Property Taxes. - Фільми й анімація
Dean, sobrang blessed ko at ng napakaraming taong sumusubaybay sayo. Mas lalo na po siguro ng mga taong nakapaligid sayo. You are an inspiration to a lot of people. Dahil po sa mga taong katulad nyo, kaya mas naiinspire po akong maging lawyer. Again, you are a blessing po saamin. May you continue your legacy po in helping us achieving our dreams. You are one of the greatest brilliant lawyers if not people in my lifetime that I will never forget po. ❤
Been watching your uploaded videos po since youve started! ❤
Thank you DEAN, mercantile law is my waterloo in all the bar subject, but your explanation and simple answers to bar questions help me a lot to understand the sub., I wish to attend your review class to master the subject or at least grasps its complexity. But distance and finances makes it impossible, your Y-videos is a big help. Thank you po! Kudos!
Ang sarap mo po maging mentor Dean.sobrang mapagmahal nio po cgurong asawa tatay at lolo..Godblesd you po Dean and thank you for the inspiration..i will turn 40 in November.13 years as an OFW and will enroll in the Law School nextyear..you are the boost much needed for my low self confidence..thank you po..
Thanks you Dean Esguera for your lecture on Mercantile Law - PRI PLASQUITA, twice bar flunker, POLICE RETIREE, 2016 Presidential Aspirant but declared nuesance my Advocacy- PHILIPPINE RETIREES INTEGRATION (PRI) for a UNITED RETIREES with integrity WE PRAY YOUR SUCCESS AT OUR BLACK NAZARENE CHAPEL, MATALOM, LEYTE❤PHILIPPINES
Hi Dean! With regards to the VAT question, it seems like it is related to a Transaction Deemed Sale which is subject to VAT since the goods regularly sold are withdrawn from the business for personal use of IC’s lawyer. I may be wrong or right but I hope you can shed light on this. Anyways, thanks Dean for the discussion.
Daghang Salamat Dean😊 Godspeed.
Maraming Salamat Po Dean.
thank you, sir dean! stay healthy!
mahal na mahal ka namin, dean! thank you so much!!!!
Thank u Dean,
Thanks Dean your lecture is too helpful to me as a law student of Phil. Advent College of Law in Sindangan, Zambo. del Norte.
Thanks, Dean.
Thank you Sir
Thank you Sir. Just to have advance knowledge aside from Criminal Procedure and Criminal Law. You make law fun, easy and simple.
Thank u atty💗
Dean, thanks for all your videos about the law. I shared them with some foreigner friends.. so that they will have a background of Philippine laws ..
Those having Filipino spouses
Thankyou so much sir, I am Angel from Palawan. Not a law student but I'm living a dream through your lectures. Thankyou so much 🤍
So nice of you
Thank you and love you po, dean! Really appreciate your video uploads po. God bless po.
Same to you!
Thank you so much Dean! I always watch your videos po. God bless you!
So nice of you
Thank you Sir! Long time no see. hinintay ko po new upload mo, it's good to see you po. :D God bless you always.
More to come!
long time no see Dean
Salamat po Dean. Take care po.
What Law School are you from?
@@joesantosbbisquera PLS- LLB, PLM- GSL- LLM(Thesis Continuation)
Atty. for VAT po under TRAIN LAW the threshold is 3M starting Jan 2018.
Thank you, Dean Bisquera❤❤❤..God bless you always in good health!🙏❤️🙏
Sir, SA Civil po at SA Remedial...ang galing po nung 2 uploads nyo
Criminal Law, high flying with 4.3 K Viewers, 1 month Upload.
21:24 #1
The question about Procopio and Ginto bank, the question is about illiquidity but your answer is about insolvency..
Pls explain.
the question is focused on BSP's prompt reaction for a Bank having problem in servicing it's clients, with DUE PROCESS as an issue. Whether it is a question of illiquidity or insolvency is NOT D focus. The cited Banco Filipino case cover both liquidity and solvency. Thank you for ur reaction. but it may be worthwhile to zero in on what is d QUESTION being asked rather than inject extrenuous although side issues
@joesantosbbisquera the problem states whether or not mere illiquidity is ground to shut down the bank. This is the focus for the examinee.
Obviously, there's no question at all, that insolvency is a ground for shutdown..
That's why the question is about mere illiquidity...
@@thadsriway Good luck on ur Answer in d BAR EXAMS if you took it. The milestone case in bank liquidity solvency & BSP Action is Banco Filipino.
@@thadsriway Good luck to you. hope, with ur Answer, you become a BAR Topnotchers for ur brilliant perspective.
@joesantosbbisquera
Sir
1. Can a bank be shutdown for insolvency? Definitely yes.
2. Can bank be shutdown for mere illiquidity but still solvent?
Well, that's the crux of the bar problem.
Ginto bank is solvent but illiquid (just like Urban Bank).
Insolvency isn't the crux of the problem. That word isn't even in the problem.
Illiquidity is the issue.
Dean, the Mercantile question involving Datu Commercial and Kidlat Close Corp..
You may want to review your answer..
Why? Close corporations have special rules..
.
Thank you. I reviewed d Question & my Suggested Answer.
The question is focused on whether another Corporation can be an Incorporator. Our Answer is YES, a Corporation can be an Incorporator of another Corporation.
The question has no main issue on Close Corporation. But I reviewed d Provisions on Closed Corporation which does not changed our Suggested Answer.
@joesantosbbisquera if that's the issue (a corp being an incorporator of another corp) then this problem is too too too easy, that it's not even worthy of being 1 of 20 bar problems.
@@thadsriway Good luck with ur complicated answer had you taken d BAR. In d Revised Corporation Law, artificial beings can be a incorporators, which is not allowed before d Revision.
@joesantosbbisquera This is my personal suggested answer.
No DCC cannot be an incorporator of KCC bec KCC is adopting restrictions in its Articles of Incorporation and those restrictions are for a Close Corporation in its application with the SEC.
Kidlat Close Corp (KCC) is not applying to register as an ordinary corporation. It is applying as a Close corporation. In fact, it adopted the word "Close" as part of corp name, in its application to SEC.
How do we know it is applying as a Close corp?
Bec as the problem states, those restrictions are exactly those of a Close Corp (see the Section 95 below)
And one of the restrictions of a Close Corp is that...
.
When at least 2/3 of a Close Corp will be owned by a non-close Corp, then KCC ceases to be a Close Corp, which contradicts its intention to be a Close corp
.
Since DCC
1. is a non-close corp being a publicly listed corp
2. AND it intends to own 91%, (higher than 2/3) of KCC
then it could not be an incorporator of KCC (bec KCC is applying to be a Close Corp, by its name alone, it's a giveaway to the examinee)
KCC as stated in the problem desires to be a Close Corp.
.(recall those 3 restrictions in its articles of incorporation)
..
.
.
Now there, we can appreciate why this is a "brilliant" question, and why the Examiner included this...
This Problem is not a simplistic problem of whether or not, a corporation can be an incorporator of another corp.. if so, then do we think it would be worthy of being a bar problem? 1 of the 20?
In my opinion, I don't think so.
The Examiner is testing the examinee: Let's see if you can recognize the features of a Close Corp.. let's see.
..
And that's why most of examinees will miss this problem.
How many of the examinees recognized the catch in this problem.??
.
.
.
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RA 11232: Revised Corporation Code of the Philippines
=========
Section 95. Definition and Applicability of Title.- A close corporation, within the meaning of this Code, is one whose articles of incorporation provides that: (a) all the corporation’s issued stock of all classes, exclusive of treasury shares, shall be held of record by not more than a specified number of persons, not exceeding twenty (20); (b) all the issued stock of all classes shall be subject to one (1) or more specified restrictions on transfer permitted by this Title; and (c) the corporation shall not list in any stock exchange or make any public offering of its stocks of any class. Notwithstanding the foregoing, a corporation shall not be deemed a close corporation when at least two-thirds (2⁄3) of its voting stock or voting rights is owned or controlled by another corporation which is not a close corporation within the meaning of this Code.
Any corporation may be incorporated as a close corporation, except mining or oil companies, stock exchanges, banks, insurance companies, public utilities, educational institutions and corporations declared to be vested with public interest in accordance with the provisions of this Code.
The provisions of this Title shall primarily govern close corporations: Provided, That other Titles in this Code shall apply suppletorily, except as otherwise provided under this Title.
==============
@@thadsriway sec. 95, "Notwithstanding the foregoing, a corporation shall not be deemed a close corporation when at least two-thirds (2/3) of its voting stock or voting rights is owned or controlled by another corporation which is not a close corporation within the meaning of this Code."
KCC in this case shall not be deemed as a close corp since 91% of its OCS is owned by DCC, a non close corporation. The phrase "notwithstanding the foregoing" in the above-cited section means it supersedes anything of the foregoing that might contradict it, like those you mentioned about the features/restrictions of a close corp based on its AOI.
Your reliance with the rules on close corps is without merit. What was only asked in the prob is if a juridical entity can be an incorporator, hence the answer is Yes.
If DCC is a close corp, KCC can be deemed a close corp.
Since DCC in this case is not a close corp, and it owned more than 2/3 of KCC's OCS, KCC cannot be deemed a close corp even if it adopted the word "close" in its corporate name.
In both cases, DCC, as a juridical entity, is qualified to be an incorporator of KCC. I agree with the Dean's answer 😁