Professional Documents
Culture Documents
RULING:
Section 11, Article XII (National Economy and Patrimony) of the 1987
Constitution mandates the Filipinization of public utilities, to wit:
Section 11. No franchise, certificate, or any other form of authorization for the
operation of a public utility shall be granted except to citizens of the Philippines or
to corporations or associations organized under the laws of the Philippines, at
least sixty per centum of whose capital is owned by such citizens; nor shall such
franchise, certificate, or authorization be exclusive in character or for a longer
period than fifty years. Neither shall any such franchise or right be granted except
under the condition that it shall be subject to amendment, alteration, or repeal by
the Congress when the common good so requires. The State shall encourage
equity participation in public utilities by the general public. The participation of
foreign investors in the governing body of any public utility enterprise shall be
limited to their proportionate share in its capital, and all the executive and
managing officers of such corporation or association must be citizens of the
Philippines.
The intent of the framers of the Constitution in imposing limitations and
restrictions on fully nationalized and partially nationalized activities is for Filipino
nationals to be always in control of the corporation undertaking said activities.
Otherwise, if the Trial Court ruling upholding respondent's arguments were to be
given credence, it would be possible for the ownership structure of a public utility
corporation to be divided into one percent (1%) common stocks and ninety-nine
percent (99%) preferred stocks. Following the Trial Court ruling adopting
respondent's arguments, the common shares can be owned entirely by
foreigners thus creating an absurd situation wherein foreigners, who are
supposed to be minority shareholders, control the public utility corporation.
The term "capital" in Section 11, Article XII of the Constitution refers only to
shares of stock entitled to vote in the election of directors, and thus in the present
case only to common shares, and not to the total outstanding capital stock
comprising both common and non-voting preferred shares.
Indisputably, one of the rights of a stockholder is the right to participate in the
control or management of the corporation. This is exercised through his vote in
the election of directors because it is the board of directors that controls or
manages the corporation. In the absence of provisions in the articles of
incorporation denying voting rights to preferred shares, preferred shares have the
same voting rights as common shares. However, preferred shareholders are
often excluded from any control, that is, deprived of the right to vote in the
election of directors and on other matters, on the theory that the preferred
shareholders are merely investors in the corporation for income in the same
manner as bondholders. In fact, under the Corporation Code only preferred or
redeemable shares can be deprived of the right to vote. Common shares cannot
be deprived of the right to vote in any corporate meeting, and any provision in the
articles of incorporation restricting the right of common shareholders to vote is
invalid.
Considering that common shares have voting rights which translate to control, as
opposed to preferred shares which usually have no voting rights, the term
"capital" in Section 11, Article XII of the Constitution refers only to common
shares. However, if the preferred shares also have the right to vote in the election
of directors, then the term "capital" shall include such preferred shares because
the right to participate in the control or management of the corporation is
exercised through the right to vote in the election of directors. In short, the term
"capital" in Section 11, Article XII of the Constitution refers only to shares of stock
that can vote in the election of directors.
This interpretation is consistent with the intent of the framers of the Constitution
to place in the hands of Filipino citizens the control and management of public
utilities. Thus, 60 percent of the "capital" assumes, or should result in, "controlling
interest" in the corporation and thus in the present case, only to common shares,
and not to the total outstanding capital stock (common and non-voting preferred
shares).
Jiao vs. National Labor Relations Commission
G.R. No. 182331. April 18, 2012
FACTS:
The petitioners were regular employees of the Philippine Banking Corporation
(Phil bank), each with at least ten years of service in the company.3 Pursuant to
its Memorandum dated August 28, 1970, Phil bank established a Gratuity Pay
Plan (Old Plan) for its employees. Phil bank merged with Global Business Bank,
Inc. (Global bank),with the former as the surviving corporation and the latter as
the absorbed corporation, but the bank operated under the name Global
Business Bank, Inc. As a result of the merger, complainants respective
positions became redundant. A Special Separation Program (SSP) was
implemented and the petitioners were granted a separation package. As their
positions were included in the redundancy declaration, the petitioners availed of
the SSP, signed acceptance letters and executed quitclaims. In August 2002,
respondent Metropolitan Bank and Trust Company(Metro bank) acquired the
assets and liabilities of Global bank through a Deed of Assignment of Assets
and Assumption of Liabilities. Subsequently, the petitioners filed separate
complaints for non-payment of separation pay with prayer for damages and
attorneys fees before the National Labor Relations Commission (NLRC). The
petitioners insist that Metro bank is liable because it is the parent company of
Global bank and that majority of the latters board of directors are also members
of the formers board of directors.
ISSUE:
Can Metrobank be held liable for the claims of petitioners?
RULING:
No, considering that the petitioners have already waived their right to file an
action for any of their claims in relation to their employment with Global bank, the
question of whether Metro bank can be held liable for these claims is now
academic. However, in order to put to rest any doubt in the petitioners minds as
to Metro banks liabilities, we shall proceed to discuss this issue. We hold that
Metro bank cannot be held liable for the petitioners claims. As a rule, a
corporation that purchases the assets of another will not be liable for the debts of
the selling corporation, provided the former acted in good faith and paid
adequate consideration for such assets, except when any of the following
circumstances is present: (1) where the purchaser expressly or impliedly agrees
to assume the debts; (2) where the transaction amounts to a consolidation or
merger of the corporations; (3) where the purchasing corporation is merely a
continuation of the selling corporation; and (4) where the selling
corporation fraudulently enters into the transaction to escape liability for those
debts.
Nestor Ching and Andrew Wellington vs. Subic Bay Golf And Country Club
G.R. No. 174353; September 10, 2014
FACTS:
Petitioners Nestor Ching and Andrew Wellington own stocks of the Subic Bay
Golf and Country Club, Inc.(SBGCCI). On June 27, 1996, Securities and
Exchange Commission (SEC) approved amendments to SBGCCI Articles of
Incorporation which the petitioners allege make their shares non-proprietary.
Petitioners allege that this change was made without the appropriate disclosure
of SBGCCI to its shareholders. Furthermore, petitioners allege several instances
of fraud committed by SBGCCIs board of directors in its February 26, 2003
complaint. Respondents answered the complaint by refuting allegations made by
petitioners. As a way of defense, respondents underscored petitioners failure to
show that it was authorized by SBGSI to file complaint on said companys behalf
comply with the requisites for filing a derivative suit and an action for receivership
justify their prayer for injunctive relief since the complaint may be considered a
nuisance or harassment suit Thus, respondents prayed for dismissal of the
complaint. On July 28, 2003, the RTC held that the action is a derivative suit and
issued an order dismissing the complaint. Petitioners elevated the case to the
Court of Appeals but the appellate court affirmed the RTC decision.
ISSUE:
WON the petitioners are proper party in interest
WON the complaint is a derivative suit
RULING:
Petitioners did not offer proof that they were authorized to represent SBGSI. The
Court ruling in Cua, Jr. v. Tan elaborated the three (3) types of suit: Individual,
class or representative, and derivative suit. The reliefs prayed for by petitioners,
to wit: (i) enjoining defendants from acting as officers and Board of Directors of
the corporation, (ii) the appointment of receiver, (iii) damages, clearly show that
the complaint was filed to curb the alleged mismanagement of SBGCCI. The
cause of action pleaded by petitioners do not accrue to a single shareholder or a
class of shareholders but to the corporation itself. While there were allegations of
fraud in the subscription, petitioners do not wish to have their subscription
rescinded. Instead, the petitioners asked that the respondents be removed from
the management of the corporation. Petitioners only possible cause of action as
the minority shareholder against the actions of the board is to file the common
law right to file a derivative suit. As minority shareholders, petitioners do not have
any statutory right to override the business judgments of SBGCCIs officers and
board of directors on the ground of the latters alleged lack of qualification to
manage a golf course. The legal standing of the petitioners is not a statutory
right, there being no provision in the Corporation Code or related statutes, but is
instead a product of jurisprudence based on equity. However, a derivative suit
cannot prosper without first complying with the legal requisites for its institution:
Interim Rules Governing Intra-Corporate Controversies. Petitioners failed to
comply with second requisite: exerted all reasonable efforts, and alleges the
same with particularity in the complaint, to exhaust all remedies available under
the articles of incorporation, by-laws, laws or rules governing the corporation or
partnership to obtain the relief he desires
Thus, a complaint which contained no allegation whatsoever of any effort to avail
of intra-corporate remedies allows the court to dismiss it, even motu proprio.
Indeed, even if petitioners thought it was futile to exhaust intra-corporate
remedies, they should have stated the same in the Complaint and specified the
reasons for such opinion. The requirement of this allegation in the Complaint is
not a useless formality which may be disregarded at will.
CLARION PRINTING HOUSE, INC., and YUTINGCO vs. NLRC and MICLAT
G.R. No. 148372: June 27, 2005
FACTS:
Respondent Miclat was employed on a probationary basis as marketing assistant
by petitioner Clarion which is owned by Yutingco.
The EYCO Group of Companies of which CLARION formed part filed with the
SEC a Petition for the Declaration of Suspension of Payment, Formation and
Appointment of Rehabilitation Receiver/ Committee, Approval of Rehabilitation
Plan with Alternative Prayer for Liquidation and Dissolution of Corporation. The
SEC issued an Order approving the creation of an interim receiver for the EYCO
Group of Companies.
The Assistant Personnel Manager of CLARION informed Miclat by telephone that
her employment contract had been terminated. No reason was given for the
termination.
In her Position Paper filed before the labor arbiter, Miclat claimed that assuming
that her termination was necessary, the manner in which it was carried out was
illegal, no written notice thereof having been served on her, and she merely
learned of it only a day before it became effective.
On the other hand, petitioners claimed that they could not be faulted for
retrenching some of its employees including Miclat, they drawing attention to the
EYCO Group of Companies being placed under receivership, notice of which
was sent to its supervisors and rank and file employees via a Memorandum.
The Labor arbiter found that Miclat was illegally dismissed and directed her
reinstatement. The NLRC affirmed the labor arbiters decision. The CA sustained
the resolutions of the NLRC; it also denied petitioners MR of the decision.
RULING:
WHEREFORE, the CA Decision, together (sustaining NLRC) is SET ASIDE and
another rendered declaring the legality of the dismissal of respondent Miclat.
Petitioners are ORDERED, however, to PAY her the following in accordance with
the foregoing discussions: nominal, separation pay; and 13th month pay. Let a
copy of this Decision be furnished the SEC Hearing Panel charged with the
liquidation and dissolution of petitioner corporation for inclusion, in the list of
claims of its creditors, respondent Miclats claims..
On Miclats termination:
According to P.D. No. 902-A, as amended, the appointment of a receiver or
management committee by the SEC presupposes a finding that, inter alia, a
company possesses sufficient property to cover all its debts but foresees the
impossibility of meeting them when they respectively fall due and there is
imminent danger of dissipation, loss, wastage or destruction of assets of other
properties or paralization of business operations.
However, ART. 283 of the Labor Code states: