菲律宾企业并购指南.docxVIP

PHILIPPINES Quisumbing Torres Guide to Mergers Acquisitions Quisumbing Torres is a member of Baker McKenzie International, a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a “partner” means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an “office” means an office of any such law firm. Baker McKenzie 2008 All rights reserved. DISCLAIMER It should be noted that the material in this book is designed to provide general information only. It is not offered as advice on any particular matter, whether it be legal, procedural or other, and should not be taken as such. The authors expressly disclaim all liability to any person in respect of the consequences of anything done or omitted to be done wholly or partly in reliance upon the whole or any part of the contents of this book. No reader should act or refrain from acting on the basis of any matter contained in it without seeking specific professional advice on the particular facts and circumstances at issue. This may qualify as “Attorney Advertising” requiring notice in some jurisdictions. Prior results do not guarantee a similar outcome. Mergers and Acquisitions: Philippines CONTENTS INTRODUCTION 1 TYPES OF TRANSACTIONS 2 Share Purchase Versus Asset Purchase 3 Acquisitions Versus Mergers and Consolidations 3 Foreign Versus Domestic Investment Considerations 4 STATUTORY CONSENTS AND APPROVALS 6 Foreign Investment Restrictions 6 Anti-Dummy Law 7 Competition Law 7 Exchange Controls 8 Inbound Investments 8 Outbound Investments 8 Emergency Powers of the Monetary Board 9 Securities Law Issues 9 Sale, Offer and Distribution in the Philippines 10 Issuance or Sale of Securities Abroad 11 Specific Industry Regulation 11 Banking Sector 12 Insurance Sector 13 Telecommunications Sector 13 NON-REGULATORY CONSENTS AND APPROVALS 14 TAXATION ISSUES 15 Jurisdictional Tax 15 Dividends 16 Branch P