Commercial Law, 2019 Bar — Question B.14

ESSAY

ABC Corp. is a company whose shares are listed in the Philippine Stock Exchange. In 2015, 25% of ABC Corp.'s shareholdings were acquired by XYZ, Inc., while 40% of the same were acquired by RST, Inc., both of which are non-listed private corporations. Meanwhile, the remaining 35% of ABC Corp.'s shareholdings are held by the public. In 2018, or three (3) years after it acquired its 25% stake in ABC Corp., XYZ, Inc. sought to obtain an additional 12% shareholding in ABC Corp. by purchasing some of the shares owned by RST, Inc. therein. The new acquisition will not, however, result in XYZ, Inc. gaining majority control of ABC Corp.'s Board. Is XYZ, Inc. required to conduct a tender offer? Explain.

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