By: Modesto P. Sa-onoy
The other day the majority stockholders of the Vallacar Transit Corporation held its Annual Stockholders’ meeting at a local hotel. The majority, comprising over 61% of the shares of the company thus constituted a quorum.
The statement to the press from the VTI board of directors said that Roy Yanson chaired the meeting. Aside from the stockholders, a representative from the Securities and Exchange Commission attended to witness the proceedings.
With a quorum, the stockholders elected and passed resolutions “covering the company’s operation for the current year”. No details of the operation, however, was released to the public.
The stockholders, however, dealt with the most serious event in the life of the corporation – the suits filed against the Yanson 4 by “persons pretending to do so on behalf of the corporation” and the forcible takeover of the premises of the company. The stockholders, as the final authority in the corporation, directed that all these suits be dismissed or withdrawn. These suits were deemed filed without its consent.
In effect, the corporation pulled the rug that sustains these suits. A suit in the name of a corporate body requires conformity of the owners. The present suits, discussed here in previous columns, were filed under the authority of the “pretending board” that the Yanson 4 challenged because they are the “pretenders” who allegedly directed the filing of the charges and they did not constitute majority of the owners.
Then the stockholders directed their attention to the “persons who had taken over management of the bus company without a court order in August 2019” and “ordered them to account for funds, assets and papers” of the company. Surprisingly the majority did not order that those who took over the management should vacate, only render an accounting. Perhaps that goes without saying.
We recall that the minority seized control of the management and the compounds of the company through force by using the Philippine National Police to install a private security agency and eject the majority from the vicinity. The majority did not force the issue. Had they done so there could have been violent repercussions, the scope and end of which we cannot imagine being peaceful.
Aside from addressing these pressing issues the stockholders elected a new set of officers and directors of the company that will serve until next year’s December meeting: Ma. Lourdes Celina Yanson-Lopez as President, Roy Yanson as Vice-President for Operations, Ricardo Yanson Jr. as Secretary, Emily Yanson as Treasurer, and Jose Jonathan Ealdama as VP for Legal. They took their oath of office before a Notary Public for Bacolod City immediately after the meeting to complete the process.
The Yanson 4 took the legal route in resolving the issue because the main contention is ownership. As I wrote before, it would have been unimaginable had they opted to meet force with force.
The legal authority of the majority is beyond question. They are the majority owners on record – there is no document to show that those who now control the company are the majority stockholders.
Latest information says that the minority will probably contest the meeting but until the case is filed in court, we have no details. If indeed there will be a challenge, then this is the best way to resolve the Yanson family feud. In the event Ginnette and Leo Rey Yanson and their mother contest the Yanson 4’s decision then they have to prove by simple arithmetic who got the larger number of shares.
Ginnette and Leo Rey rely on the claim of their mother Olivia that she owns the larger share but that means Olivia must prove that the amicable settlement they had while Ricardo Yanson was still alive had been abrogated or null and void. That would be the greatest obstacle for the challengers.
The Yanson 4 suffered in stride, took their time and then availed of this best option of exercising their right and leave the contestants to prove that a minority has more rights in a corporation than the majority. The decision of the court would be monumental in case the doctrine of majority rule is upturned.
Perhaps this legal route will encourage a peaceful, out of court reconciliation. Or is the wound too deep that it is beyond repair?
Anyway, let’s wait for new developments. They could be more dramatic.
