THE Pasig City Metropolitan Trial Court has issued a warrant of arrest against trader George Sycip, son of renowned accountant Washington Sycip, and officers and members of Alliance International Inc. (Alliance), a tuna canning firm, for violation of the Corporation Code of the Philippines.
This was after the Department of Justice, in a four-page review-resolution approved by acting Prosecutor General Jorge Catalan Jr., upheld the finding of probable cause on the complaint filed by Hedy S.C. Yap-Chua.
“Wherefore, in view of the foregoing, the undersigned respectfully recommends the approval of the review resolution and the attached information, finding probable cause against the respondents for violation of Sections 74 & 75 in relation to Section 144, of the Corporation Code be approved and filed in court,” the DoJ resolution read.
Presiding Judge Rolando de Guzman Jr., in a separate order, also directed the arrest of Alliance executives Ibarra Malonzo and Jonathan Dee.
The case was filed by Alliance’s foreign shareholders Harvest All Investment Limited, Victory Fund Limited and Bondeast Private Limited against Annsley Bangkas, Alliance’s Assistant Corporate Secretary; Sycip, Chairman of the Board of Directors; and board members Alvin Dee, Jonathan Dee and Malonzo.
Alliance is a publicly listed company currently embroiled in a management conflict as a result of the acquisition of Strong Oak Inc. of the firm’s 430.286 million shares worth P563.674 million. The sale has caused dilution of the stake of the company’s foreign shareholders.
The complaints, initially filed before the Office of the City Prosecutor in Pasig, stemmed from the alleged denial of the respondents of the complainants’ right to inspect the corporate books and records.
Alliance had twice denied their request for inspection of the corporate books and records, with the respondents telling them that their request has been deferred pending instruction from the board, prompting the complainants to file the case.
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 under Section 144 of the code.
Section 75, meanwhile, underscores the right of any stockholder or member of his right to financial statements.
In its resolution, the DoJ held that the 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, according to the DoJ, “satisfies the second element of the crime.”