Dear Valued Clients and Friends,

We are sending to you a copy of Securities and Exchange Commission (SEC) Memorandum Circular No. 12, series of 2020, published on April 15, 2020.

SEC MC No. 12 prescribes the following rules to be adopted by publicly-listed companies for sale of corporate assets:

1. Sale or disposal of corporate property and assets amounting to at least 51% of corporation’s total assets shall be considered as sale of all or substantially all of corporate property and assets, whether accrued in single or several transactions taking place within 1 year from date of first transaction (Aggregate sale transaction);
2.  Vote of stockholders representing at least 2/3 of outstanding capital stock is required for sale of corporate assets;
3. In aggregate sale transactions, shareholder approval shall be required for sale transaction that breaches 51% corporate asset threshold;
4. Computation of 51% is based on the corporation’s latest audited financial statements.

Should you have questions on the above article, please do not hesitate to contact us at info@mtfcounsel.com.

Thank you,

Mata-Perez, Tamayo & Francisco

April 24, 2020

SEC MC No. 12, series of 2020

#SecuritiesAndExchangeComission #SECMemorandumCircular #SECMC #PubliclyListedCompanies #PLCs #SaleOfCorporateAssets #PLCSaleOfCorporateAssets