May 23, 2019
SEC-OGC OPINION NO. 19-19
RE: SECTION 23.2 OF THE SECURITIES REGULATION CODE
Custodio Acorda Sicam & de Castro Law Office
15th Floor, Citibank Tower
8741 Paseo de Roxas corner Villar Street
Salcedo Village
Makati City
Attention: Atty. Zenaida Ongkiko-Acorda
This refers to your letter dated 27 March 2018 requesting an opinion on the interpretation and application of Section 23.2 of the Securities Regulation Code (SRC).
You averred that a director, by himself or through a company or companies beneficially owned by him, buys and sells shares of stock of the issuer during a six-month period. The director earned profits from the purchase and sale transactions. It appears to you that the director committed a short-swing transaction in violation of Section 23.2 of the SRC. You request an opinion on whether it is necessary to prove that the director took advantage of or used material non-public information in buying and selling the shares during the sixth-month period before the director can be held liable under Section 23.2 of the SRC.
The pertinent portion of Section 23.2 of the SRC provides:
"23.2. For the purpose...
