A Pasig City court has ordered the arrest of George Sycip, son of the late tycoon Washington Sycip, and four other officials of a tuna processing company for violating the Corporation Code of the Philippines.
In a July 11, 2018 order, Judge Emmanuel Pimentel of the Pasig City Metropolitan Court, Branch 69, found probable cause to order the arrest of Sycip, board chairman of Alliance Select Foods International Inc., its president Jonathan Dee and other executives of the company including Marie Grace Vera Cruz, Antonio Pacis and Raymon K.H. See for violating Sections 74 and 75 in relation to Section 144 of the Corporation Code.
Section 74 says “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 the refusal to allow the records to be examined is punishable.
Section 144 says 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, while Section 75 underscores the right of any stockholder or member of his right to financial statements.
The case arose from the complaint filed by Hedy S.C. Yap-Chua against Sycip and other officials of Alliance Select Food International for their continued refusal to allow some shareholders to examine the corporation’s books and other records.
The court set the bail for the accused’s provisional liberty at P10,000 for each accused per case.
The arrest warrant came after Pimentel upheld the four-page review resolution of the Department of Justice approved by then Acting Prosecutor General Jorge Catalan Jr., which found probable cause to indict Sycip and the others for violating the Corporation Code of the Philippines.
The DOJ reversed the earlier resolution issued by Prosecution lawyer Loverhette Jeffrey Villordon dismissing the complaint filed by the 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 was 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.
It said 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, was 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 majority shareholders of Alliance, led by Dee and Sycip as its chairman, including its minority stockholders, including the Singaporean investors, have been caught in a dispute for several years now.
The row stemmed from the alleged questionable acquisition of Strong Oak Inc. of Alliance’s 430 million shares worth P563.675 million. The sale had resulted in the dilution of the Singaporeans’ shares from 34 percent to 24 percent.
The Singaporean investors, led by Yap-Chua, insisted on the opening of the books of Alliance but the majority continued to refuse.
The foreign investors wanted to know the truth behind the deal between Alliance and Strong Oak in seeking the opening of the corporation’s books and records.