THE Department of Justice (DOJ) has indicted trader George Sycip, son of the late tycoon Washington Sycip, and officers and members of Alliance International Inc. (Alliance), a tuna-canning firm, for violation of the Corporation Code of the Philippines, specifically for their continued refusal to allow some shareholders to examine the corporation’s books and other records.
In a four-page review resolution approved by Acting Prosecutor General Jorge Catalan Jr., the DOJ reversed the earlier resolution issued by Prosecutor 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.
Villordon found no probable cause to indict Sycip and his co-respondents Alliance President Jonathan Dee and other executives of the company, namely, Marie Grace Vera Cruz, Antonio Pacis and Raymon KH See.
In a four-page resolution, the DOJ found the respondents violated Sections 74 and 75 in relation to Section 144, of the Corporation Code.
It held that Villordon erred in holding the complainants failed to show proof 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.
The DOJ noted the Access Rules being imposed by Alliance is one of many other barriers to refuse complainants Yap-Chua and the minority shareholders the right to examine the corporation’s records and minutes.
The DOJ noted the series of events from the time complainant Yap-Chua wrote a notice of inspection on October 2, 2014, up to November 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 therespondents 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.
The conflict stemmed from the alleged questionable acquisition of Strong Oak Inc. of Alliance’s 430 million shares worth P563.675 million.
The sale has resulted in the dilution of the Singaporeans’ shares from 34 percent to 24 percent. The Singaporean investors, lead by Yap-Chua, insisted on 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.