5 tuna firm execs indicted for corporate-code violation

The DOJ reversed the earlier resolution issued by Prosecution Attorney Loverhette Jeffrey Villordon dismissing the complaint filed by minority shareholders of Alliance led by Hedy Yap-Chua, a Singaporean investor of the company, against Sycip and several others. (Photo by Joe Gratz / Flickr, Public Domain)

MANILA — The Department of Justice (DoJ) has indicted George Sycip, son of the late tycoon Washington Sycip, and four officials of a tuna processing company for violation of the Corporation Code of the Philippines for their continued refusal to allow some shareholders to examine corporation’s books and other records.

In a four-page review resolution approved by Acting Prosecutor General Jorge Catalan, the DOJ has found that Sycip and his co-respondents, Alliance president Jonathan Dee and other executives of the company including Marie Grace Vera Cruz, Antonio Pacis and Raymon K.H. See, violated Sections 74 and 75 in relation to Section 144 of the Corporation Code.

Section 74 of the Corporation Code provides that “the records of all business transactions of the corporation and the minutes of any meetings shall be open to inspection by any director, trustee, stockholder or member of the corporation,” and that refusal to allow the records to be examined will be liable for damages and is punishable.

Section 144, on the other hand, states that violators of the code shall be punished by a fine of not less than PHP1,000 but not more than PHP10,000 or imprisonment of not less than 30 days but not more than five years. Section 75, meanwhile, underscores the right of any stockholder or member of his right to financial statements.

The DOJ reversed the earlier resolution issued by Prosecution Attorney Loverhette Jeffrey Villordon dismissing the complaint filed by minority shareholders of Alliance led by Hedy Yap-Chua, a Singaporean investor of the company, against Sycip and several others.

The DOJ noted that the Access Rules being imposed by Alliance is one of so many other barriers to refuse complainants Yap-Chua and the minority shareholders the right to examine the corporation’s records and minutes.

The justice department noted that the series of events from the time that complainant Yap-Chua wrote a notice of inspection on Oct. 2, 2014 up to Nov. 7, 2014 when the shareholders representatives were not allowed to inspect the requested documents is tantamount to a refusal as embodied in the second element for violation of Section 74, in relation to Section 144 of the Corporation Code.

“The above series of events and eventually the Access Rules and Confidentiality Undertaking which were repeatedly imposed as conditions in preventing the complainant and the shareholders in inspecting the corporate records, lead us to believe that the respondents refuse to accede to the right of the complainant to inspect the corporate records. Such refusal, therefore satisfied the second element of the crime,” the DOJ resolution stated dated March 20, 2018.

The majority shareholders of Alliance, led by Dee and Sycip as its chairman, including its minority stockholders which consist of Singaporean investors, have been caught in a dispute for several years now.

The conflict stemmed from the alleged questionable acquisition of Strong Oak Inc. of Alliance’s 430 million shares worth PHP563.675 million.

The sale has resulted in the dilution of the Singaporeans’ shares from 34 percent to 24 percent.

The Singaporean investors, led by Yap-Chua, have insisted opening the books of Alliance but the majority continued to refuse.

The foreign investors wanted to know the truth behind the deal of Alliance and Strong Oak which they accuse of being a questionable company.

Villordon found no probable cause to indict Sycip and his co-respondents. It held that Villordon erred in holding that the complainants failed to show proof that the respondents refused to allow them to examine the corporation’s records and minutes.

Villardon said the complainants were actually the ones who refused to abide by their agreement with the Alliance on the “Access Rules” in conducting the inspection.