Performance, Shares, 19 Performance Shares, Performance Shares Limited, Shares, Partnership limited by shares In the event of a share acquisition, the acquirer acquires only the shares of the target company and only the ownership or control of the company changes, and the underlying working relationship between the target company and its employees is not affected. Employees stay with the employer in exactly the same way as they did before the capital transfer. A seller is responsible for fraudulent misrepresentations – insidious statements or statements that prompted the buyer to accept such a transaction on the basis of such statements. The liability for the fraud cannot be revoked by the agreement of the parties, as such provisions are contrary to public policy under Philippine law. (b) purchase by shareholders. In the event that the company agrees either not to exercise the above option or to allow the time limit for the exercise of the option to pass, the other shareholders have an additional period of sixty (60) days, from the end of the period covered at point a), during which all shares of the ceding shareholder must be purchased at the price and conditions specified in the notice of market. , or, depending on their choice, the price and conditions set out in paragraph 1.4. All shareholders thus elected provide the president of the company with a written notice in which shareholders who plan to acquire these shares and the number of shares exceeding the number of shares to be transferred by the surrendered shareholder are allocated in any way that the acquiring shareholder can consent; However, if they do not agree, the shares are allocated, so that each acquiring shareholder buys the fraction of the shares to be transferred, which is the fraction of the total number of outstanding shares of the acquiring shareholder (the amount of the pro rata). If the pro-rata amount of a respective shareholder exceeds the shareholder`s purchase commitment, the excess of each pro rata amount greater than the purchase commitment is distributed among the other purchase shareholders in a way on which other purchase shareholders can agree; However, if they do not agree, the shares are allocated in the most equal way possible per capita, without creating group shares, the acquiring shareholders having preference for their respective shares of the company, the holder of the largest number of shares benefiting from the first preference). While there is no restriction on a buyer`s financial assistance in a transaction, it could have a negative impact on tax rules.
In this case, where the sale of shares or assets appears to be acquired for less than reasonable consideration, the parties to the sale may be subject to donor tax. The two concepts of ownership above are different from «beneficial title,» which can be used in two contexts: first, to indicate a beneficiary`s interest in fiduciary ownership; second, refer to the ability of a nominee shareholder of a corporation to buy or sell the shares for and for the economic shareholder, although the economic shareholder is not listed on the company`s books as the owner.