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Equity Capital Markets (ECM) law governs public and private offerings of equity securities, such as stocks and rights issues, as well as the regulations affecting capital raising, trading, and ownership of publicly listed companies. Makati City, considered the financial capital of the Philippines, is home to many corporate headquarters, investment houses, banks, and the Philippine Stock Exchange (PSE) itself. As a result, most equity capital market transactions in the country are executed, managed, or advised from this bustling business hub. The legal landscape in ECM in Makati City is molded by both local and national regulations, compliance requirements, and best practices in corporate governance.
Engaging in equity capital market transactions, whether as a company raising funds, an investor, an underwriter, or a financial adviser, can be complex and risky without proper legal guidance. You may need the assistance of a lawyer in the following situations:
A competent ECM lawyer ensures compliance, reduces risk, and safeguards your interests in these high-stakes environments.
Equity Capital Markets activity in Makati City is primarily governed by Philippine national laws and regulatory frameworks but is also influenced by city-specific commercial considerations. Key aspects include:
Other relevant local ordinances may pertain to business permits, taxation, and zoning in Makati City. Awareness and compliance with these rules are critical in any ECM activity.
An equity security typically refers to shares of stock or securities convertible to shares, including common shares, preferred shares, and warrants issued by a corporation.
The main regulators are the Securities and Exchange Commission (SEC) and the Philippine Stock Exchange (PSE), both of which oversee compliance, disclosure, and trading activities.
An IPO involves regulatory filings with the SEC and the PSE, preparation of a prospectus, compliance with disclosure rules, and coordination with underwriters and legal advisers. The process usually takes several months from planning to listing.
Yes, but there are foreign ownership restrictions in certain industries. Legal advice is recommended to ensure compliance with the Philippine Foreign Investments Act and related laws.
Public companies must disclose material information that could affect investor decisions, including financial statements, corporate actions, changes in control, and insider transactions.
The Securities Regulation Code prohibits insider trading and market manipulation, with civil and criminal penalties for violators. The SEC actively investigates and enforces these rules.
Required documents typically include board and shareholder resolutions, offering circulars or prospectuses, SEC registration statements, and subscription agreements.
Underwriters advise on pricing, structure, and risk assessment of offerings, and frequently purchase securities from issuers for resale to the public or institutional investors.
Yes, public companies are obligated to maintain regular disclosure, comply with ongoing PSE and SEC reporting requirements, and observe corporate governance standards.
Disputes may be settled through negotiation, mediation, arbitration, or litigation before the regular courts or the proper regulatory body, depending on the nature and terms of the agreement.
To better understand or navigate ECM concerns in Makati City, you may consult the following resources:
If you believe you need legal advice or assistance on equity capital markets matters in Makati City, follow these practical steps:
Legal compliance in equity capital markets is complex and ever-evolving. Engaging qualified legal counsel at the outset can prevent costly delays, regulatory sanctions, or business risks.
