"The Securities and Exchange Commission will play a big role here."
Ongoing intramurals at the Medical City have gotten the attention, not just of the medical community, but of the corporate sector as well.
The gripping drama hounding the institution seems to have been spurred by an alleged “betrayal of trust.” Observers—and those caught in the crossfire—appear baffled by reports that the brewing conflict may have been caused by a secret plan hatched and backed by a foreign business interest in a bid to wrest control of the management of the hospital.
Now, the growing interest on the part of the observers appears to be focused on how the group launched a scheme to take over the management of the hospital and on whether or not it will succeed in consummating the plot.
At the center of the unfolding drama is Jose Xavier Gonzales, a former executive of the Lopez-owned Benpres group who had been “gently asked to leave.” Gonzales is believed to have engineered implementation of the takeover bid and fronted for the foreign interest.
Gonzales is being viewed with awe and amazement in medical and business circles. The amazement stems from what observers say is a masterstroke in hostile corporate takeover—although his group was quick to deny in media that it was “hostile.” If Gonzales succeeds in consolidating the takeover, he will most likely emerge as the new local icon in the art of corporate maneuvers.
Now, it looks like Gonzales’ is testing his newfound savvy versus the Securities and Exchange Commission.
Many have viewed Gonzales’ move to get a local trial court to act against the will of the Securities and Exchange Commission as “brilliant” even if others may have seen such a move as “reckless.”
It will be recalled that when the corporate intramurals started to brew, the SEC issued a status quo order, directing all parties involved to keep things at the Medical City at a standstill until the regulatory body has determined whether or not Gonzales’ claim that his group has more control of more than 50 percent of the corporation is standing on solid ground.
The SEC has also refused to allow the holding of two stockholders’ meeting—the annual and a special—being called at the behest of Gonzales’ group. The special stockholders’ meeting reportedly pushed through despite the SEC order.
Gonzales’ group managed to obtain a temporary restraining order against the SEC. The TRO, slapped on the SEC by the Pasig City Regional Trial Court, enabled Gonzales’ group to take over the executive offices of the Medical City.
Some legal minds view the TRO as “flawed,” pointing out that the country’s Rules of Court prohibits so-called “ex-parte” motions in intra-corporate quarrels. Regardless, the fact remains that Gonzales had managed to stop a powerful regulatory body from exercising its will on the goings-on at the Medical City.
Observers say the TRO is a “temporary victory.” Eyes are now on Gonzales and observers are eager to find out if he can pull off a similar feat at the SEC and the Court of Appeals.
The SEC is now probing allegations that the supposed acquisition by Gonzales’ group of the majority stake at Medical City may not have followed the strict requirements of the country’s Securities Regulation Code. It looks like the SEC has taken the allegations seriously that it has created a panel specifically to look into the allegations and has urged the parties in the conflict to keep the status quo at the management of the hospital.
SEC sources say the regulatory body is specifically looking at a Cooperation and Shareholders Agreement (CSA) and a loan agreement entered into by the parties identified with Gonzales.
The said documents are believed to be crucial in resolving the question of the legality and legitimacy of the supposed acquisition of the majority stake by the Gonzales group. The SEC is said to have put the CSA and the loan agreement under the proverbial microscope. The fate of the takeover bid is believed to depend a lot on them.
Meanwhile, the Court of Appeals is reviewing a petition filed by the group identified with “ousted” Medical City president and CEO, Dr. Alfredo Bengzon. The said group now wants the CA to nullify the actions of the Pasig Court.
Sources say more prudent personalities in Gonzales’ circle have reportedly counseled the emerging corporate takeover icon against his aggressive adversarial stance against the SEC.
They have a point. After all, the SEC will play a key role in his bid to legitimize the takeover of the Medical City by the group he represents. It will be the pending decisions of the regulatory body which would determine if Gonzales’ temporary victory would become permanent or end up nothing more than pyrrhic.