Stockholders' Meeting Cannot be Conducted Via Teleconference

Written by Joseph Sarmiento.

The SEC, in its Opinion No. 16-01, stated that under the present Corporation Code, a stockholder's voting and appearance cannot be conducted via teleconferencing or videoconferencing. 
 
Section 51 of the Corporation Code provides that "stockholder's or member's meetings, whether regular or special, shall be held in the city or municipality where the principal office of the corporation is located, and if practicable in the principal office of the corporation." Since this provision presupposes that the attendees to a stockholders' or members' meeting are in the same place during the meeting, it is in contrast to teleconferencing, where the participants are in different places although their communication with each other is facilitated through an electronic medium, making their presence in the meeting merely "virtual" or electronic.
 
On the other hand, the conduct of a meeting of the board or directors may be held anywhere in or outside the Philippines, unless the by-laws provide otherwise, per Section 53 of the Corporation Code. In this regard, SEC Memorandum Circular No. 15 Series of 2001 provides the guidelines for the conduct of board meetings through teleconferencing.  In addition, Section 47 of the Corporation Code permits the place of the directors' meeting to be stipulated in the corporations' by laws, but not in the case of stockholders' meetings.
 
Clearly, the aforementioned provisions of law disallows stockholder's voting and appearance conducted via teleconferencing. However, there are pending bills in Congress that proposed amendments to the Corporation code. This includes permitting the conduct of stockholders meetings through electronic means.

What they say about us

The firm was recognized again in the 2017 ranking tables of the World Trademark Review (WTR), Legal500 and Chambers and Partners.

According to WTR, "(e)lite boutique Betita Cabilao Casuela Sarmiento wins praise from foreign counsel the world over: 'All the partners are responsive, dedicated, reliable and prompt in their advice. Working with them, you feel as if you you’re their only client.' The four-partner team has secured favourable results for household-name brands in a string of high-stakes cases, and prides itself on its uniquely personalised approach to both contentious and non-contentious matters. Managing partner Andre Philippe Betita is a regular in the Supreme Court, but also deftly handles filing and prosecution issues before IPOPHL; having helped to draft the country’s IP Code, he knows every line of the statute inside out. Pericles Jose Conrado Casuela is a go-to practitioner for licensing matters and IP-rich M&A negotiations." Andre and Pericles are ranked as tier 2 recommended experts by WTR. The full publication can be viewed here.

The firm is ranked as a second-tier recommended firm by Legal 500, which describes the firm: "Betita Cabilao Casuela Sarmiento’s practice handles licensing, transactions, litigation and enforcement relating to trade marks. Name partners Andre Betita, Pericles Casuela, Joseph Sarmiento and John Paul Cabilao are active practitioners." The full publication can be viewed here.

The firm's Andre Betita is ranked in band 3 of the leading Intellectual Property lawyers in the Philippines in Chambers and Partners' 2017 Asia-Pacific guide. The full publication can be viewed here.

The rankings complement the firm's milestone achievement of building a portfolio of more than 2,000 trademarks filed and registered with the Philippine Intellectual Property Office within the fifth year from its founding in 2011.  To view the firm's portfolio, visit http://www.wipo.int/branddb/ph/en/ and enter "Betita Casuela" in the "Names/Representative" search option.