Tuesday 23 October, 2018
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Court orders arrest of Sycip scion, others over ownership spat

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The Pasig City Metropolitan Trial Court (MTC) ordered the arrest of George Sycip, son of the late tycoon Washington Sycip, and four others over a dispute in the ownership of shares amounting to P564 million in a tuna processing firm.

This as Pasig City MTC Branch 69 Judge Emmanuel Pimentel found probable cause against respondents Sycip, board chairman of Alliance Select Foods International, Inc. (Alliance), its president Jonathan Dee and other executives of the company including Marie Grace Vera Cruz, Antonio Pacis and Raymon K.H. See for violation of Section 74 and 75 in relation to Section 144, of the Corporation Code.

The court set their bail bond for their provisional liberty at PHP10,000 each accused per case.

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.”

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