Ms. Ann G. Shores

June 10, 1982 Ms. Ann G. Shores Hodge & Wilson 300 Montgomery St., Suite 1200 San Francisco, California United States Dear Ms. Shores: This has reference to your letter dated May 6, 1982 requesting the opinion of this Commission on whether the sale of stock by a foreign corporation doing business in the Philippines to one of its employees here is exempt under the Securities Act of the Philippines. It was stated in your letter that the foreign corporation doing business in the Philippines would like to sell non-voting stock to "one of its key employees" here. The sale would not be made in the course of repeated or successive transactions and the corporation would not be the underwriter thereof. Provided the sale would be undertaken within the Philippines, it would be considered an isolated transaction which is exempt under Section 6(a) (3) of the Revised Securities Act enacted last February 23, 1982. This provision is a reproduction of Section 6(c) of the old Securities Act cited in your letter. In view thereof, we therefore, confirm your interpretation of the aforecited provision of the Securities Act and its applicability to the above-mentioned sale of stock. cdlex Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner