THE Department of Justice has approved the prosecution of businessman George Sycip, son of the late tycoon Washington Sycip, and officers and members of Alliance International Inc., a tuna canning company, for violating the Corporate Code of the Philippines, based on a complaint by Hedy S.C. Yap-Chua.
Sycip and other Alliance executives, including Jonathan Dee, Alvin Dee, Joanna Y. Dee-Laurel, Teresita S. Ladanga, Grace S. Dogillo and Arak Ratborihan were also indicted for separate charges of estafa.
Presiding Judge Rolando de Guzman Jr. of the Pasig City Metropolitan Trial Court, Branch 72, has issued warrants of arrest for the earlier indictment of Sycip and Alliance’s executives Ibarra Malonzo and Jonathan Dee for violation of the Corporation Code.
The case was filed by Alliance’s foreign shareholders Harvest All Investment Ltd., Victory Fund Ltd., and Bondeast Private Ltd. through Yap-Chua, against Annsley Bangkas, assistant corporate secretary, Sycip, chairman of the board, and Alvin and Jonathan Dee and Malonzo, members of the board.
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 diluted 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 pursue the case.
The first request was made on Jan. 15, 2014 through the complainants’ representative, Albert Hong Hin Kay, a stockholder and member of the Alliance’s board, while the second request was made through a final demand letter on Jan. 23, 2014. The same was prompted by the substantial financial downturn suffered by Alliance that has hurt its share price in the market.
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 144 states that violators of the code will be punished by a fine of not less than P1,000 but not more than P10,000 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 said the series of events led it “to believe that the respondents refuse to accede to the right of the complainant to inspect the corporate records.”
The ruling said this refusal “satisfies the second element of the crime.”
In separate complaints, it was alleged that the respondents improperly used their investments in the company to engage in supposedly illegal activities and transactions, adding that they were enticed to invest their money in January 2009 amounting to more than P75 million.
Jonathan Dee allegedly made it appear hat Alliance was a financially rewarding company, the complainants said.