Seminars Held


 

 













A Crash Course on Mergers and Other Corporate / Business Combinations as a Tool in Strategic Management

Conducted at the Shangrila Hotel in Makati City, Philippineson 30 June 2000

Subjects Covered

  • Current Developments (with prime examples).
  • Globalization and Cyberspace: Their Repercussions and Effects.
  • Concepts of Corporate Combinations and Definitions of Terms (mergers, consolidations, acquisitions, take-overs, block share investments, management buy-outs, joint ventures, etc. as opposed to splits, spin-offs, subsidiaries, divestitures, holding companies, etc.).
  • Review on the Features and on the Advantages and Disadvantages of Various Business Structures, Setups and Operations [single proprietorships, general and limited partnerships, stock and non-stock corporations (private and public in the business, not political, sense), and listed corporations].
  • Various Reasons/Motivations for Undertaking Corporate Combinations/Transformations (with specific examples or illustrations of each).
  • SEC Policy Directions in response to current trends in corporate combinations, with special emphasis on the difference between the practice in the advanced countries like the U.S.A. where anti-trust laws exist, and the practice in the Philippines.
  • The Legal Aspects of Corporate Combinations and Transformations.
  • General Provisions of Law/Constitutional Provisions.
  • Specific and Special Provisions of Law/Legal Procedures and Mechanics.
  • Practical Considerations and Special Concerns in the Merger Process Before, During and After.

Agenda - Program

A.M.

  1. Registration (8:30-9:00 A.M.)
  2. National Anthem and Invocation (9:01-9:10 A.M.)
  3. Overview (9:11-9:50 A.M.)
    1. Current Developments [with prime examples like the Time Warner-American On Line and BPI-FEBTC mergers].
    2. Globalization and Cyberspace: Their Repercussions and Effects.
    3. Scope of Presentation.
  4. Concepts of Corporate Combinations and Definitions of Terms [mergers, consolidations, acquisitions, take-overs, block share investments, management buy-outs, joint ventures, etc. as opposed to splits, spin-offs, subsidiaries, divestitures, holding companies, etc.] (9:51-10:10 A.M.)
  5. Review on the Features and on the Advantages and Disadvantages of Various Business Structures, Setups and Operations [single proprietorships, general and limited partnerships, stock and non-stock corporations (private and public in the business, not political, sense), and listed corporations]. (10:11-10:50 A.M.)
  6. Various Reasons/Motivations for Undertaking Corporate Combinations/Transformations [with specific examples or illustrations of each]. (10:51-11:30 A.M.)
  7. Open Forum I (11:31-12:00 N.N.)

P.M.

  1. LUNCH (12:01-12:30 P.M.)
  2. Guest Speaker: SEC Chairman Lilia R. Bautista to speak on SEC policy directions in response to current trends in corporate combinations, with special emphasis on the difference between the practice in the advanced countries like the U.S.A. where anti-trust laws exist, and the practice in the Philippines. (12:31-1:00 P.M.)
  3. The Legal Aspects of Corporate Combinations and Transformations. (1:01-2:30 P.M.)
    1. General Provisions of Law.
    2. Constitutional Provisions.
    3. Specific and Special Provisions of Law.
    4. Legal Procedures and Mechanics.
  4. Open Forum II (2:31-3:00 P.M.)
  5. Practical Considerations and Special Concerns in the Merger Process -- Before, During and After. (3:01-3:40 P.M.)
  6. MERIENDA BREAK (3:41-4:00 P.M.)
  7. Problem Solving: Rationalizing the Operations of a Family Business Conglomerate--
    1. Presentation of the Case (4:01-4:20 P.M.)
    2. Break for Formulation of Solution/s (4:21-4:40 P.M.)
    3. Presentation of Proposed Solution/s [2 to be chosen at random; and 2 voluntary] (4:41-5:20 P.M.)
  8. Case Experience [Equitable Bank-PCIB Merger] (5:21-5:50 P.M.)
  9. Open Forum III (5:51-6:30 P.M.)
  10. DINNER & SUMMING UP (6:31-7:00 P.M.)

The Speakers

SEC Chairman Lilia R. Bautista
A lawyer’s lawyer and technocrat, Ms. Bautista earned her LL.B. cum laude from the University of the Philippines, an M.B.A. from U.P. and a Master of Laws, as a Dewitt Fellow, from the Michigan University School of Law. Thereafter, she pursued a distinguished career in government, among others as Chief Legal Officer and Governor of the BOI; as Ambassador Extraordinary and Plenipotentiary representing the country in the U.N., WTO, WHO, ILO and other Geneva-based international organizations; and as DTI Senior Undersecretary, the position she held when she was appointed SEC Chair.

Eliseo P. Ocampo
Executive Chairman, Institute of Continuing Legal Studies and Education
A multi-disciplined corporation law practitioner, Ocampo heads the law firm Ocampo Santos Loveranes Loquellano and Ribao as Managing Partner and the Institute of Continuing Legal Studies and Education, Inc., as Executive Chairman, and is on the board and executive staff of various industrial and commercial enterprises. He has been heavily involved in the Philippine capital and financial markets in various capacities, among others as a two-time SEC consultant, stock exchange CEO, as a securities and derivatives broker, and as a financial market communicator. In the 1970’s, he authored a best-selling book on the Philippine stock market entitled One for the Money: The Filipino as Moneyman. He also published and edited from 1973 to 1975 the internationally circulated finance-investment magazine, Equityman. He is a faculty member of SAIDI and the Paralegal Director of Arellano University.

Manuel B. Curato
Head, Legal Service Division
First Vice President, Equitable Bank - PCIB
A banker and corporation lawyer, Curato has served as the head of the legal department of Manilabank when it was a commercial bank, of the Equitable Banking Corporation, and currently of the merged Equitable Bank- PCIB. He is a much sought-after lecturer and seminar speaker on banking laws and practices. He played a major role in the recent merger of Equitable Bank and PCIB.

Leo A. Loquellano
Partner, Ocampo Santos Loveranes Loquellano and Ribao Law Offices
Loquellano is an Ateneo and U.P.-bred economist, aside from being an active law practitioner. Prior to joining the law firm in which he is a partner, he served as chief-of-staff to various members of the Lower House. Atty. Loquellano wrote an exhaustive, well-researched paper on mergers, consolidations and acquisitions on which are based many of the materials for this seminar.

The Moderator

Dr. Rose Ora-a Fuentes
Dean, SAIDI Academe

The Sponsors

SouthEast Asia Interdisciplinary Development Institute (SAIDI)
Taktak Drive, Antipolo City, AC P.O. Box 267, Philippines
Tels.: (63.2) 658.4892
Fax: (63.2) 658.1010
eMail: saididn@fastmail.i-next.net © saidiaca@fastmail.i-next.net

SAIDI, an expansion of the Summer Educational Media Institute which began operating in Manila in 1965, is a graduate institute which uses the professional experience of Asian learners who occupy key positions in education, government, community, church, industry and business as a basis and focus for acquiring graduate or postgraduate degrees. It provides the curriculum design to working professionals who apply the concepts and principles of organization development in the organization to which they belong.

Institute of Continuing Legal Studies and Education, Inc.
2/F Ocampo Heritage Building, 214 Wilson Street, Greenhills 1500 San Juan, Metro Manila, Philippines
Tels.: (63.2) 724.0595 © 725.1481
Fax: (63.2) 722.0432
eMail: ocampolaw@mydestiny.net

The Institute of Continuing Legal Studies and Education, Inc. was organized by law practitioners with executive experience in the fields of finance and business for the purpose of

  • conducting seminars and teach-ins in the legal aspects of special fields of business, such as banking and finance, the equity, capital, money, derivatives and commodity markets, and international trade practices / relations and international agreements;
  • undertaking continuing researches and studies on various fields of law, with focus on a project to "shepardize" and computer-program laws, jurisprudence, the rules and regulations of important regulatory agencies of the government with quasi-judicial functions, and relevant commentaries of legal authorities;
  • conducting off-campus paralegal courses; and
  • publishing "Fiat Lux Law Review" that will feature articles, tracts and commentaries on subjects and matters of great or significant interest to the law profession.

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