Vallacar corporate paralysis?

By: Modesto P. Sa-onoy

THE forcible occupancy of the main office of the Vallacar Transit Corporation by the camp of Leo Rey Yanson is hailed as a victory. Indeed, as I noted yesterday, it can be considered a victory, but it is hollow and pyrrhic – a costly one that does not solve the corporate conflict. In fact, it can cause the paralysis of the company corporate operations, an unintended result of the ouster of the majority stockholders by the police.

The police showed they mean business that they came in full battle gear with tear gasses to subdue any attempt to resist by the majority stockholders headed by Roy Yanson. My use of “majority stockholders” to describe the four Yanson children is a matter of fact that stands until such time that the court declares them in the minority. I will dissect this issue later in the Tele-Ceres.

You guess it right – this will be a series of columns because the issues, the causes and fruits of the conflict cannot be understood outside of conflicting propaganda without a historical perspective that led to this unfortunate situation. The emerging propaganda are intended more to obfuscate than to clarify because they serve the purposes of one party. Diversion exposes the weakness of the argument.

I see the police action not just as an aggression but also a diversionary tactic from the real or core issues. Indeed, if the Yanson 3 (Leo Rey, Olivia, and Ginette Y. Dumancas) considered they have the legal right to return to power, they could have waited for the court decisions, not only on the legality of the special board meeting but more so the reconveyance of Oliva Yanson’s shares. That would have been the legal, moral and harmonious way of regaining control of the company. After all, the Supreme Court even denied the petition of the Yanson 4 (Roy, Celina, Emily, and Ricardo Jr.) for protection.

I think that the Court denied the petition because there appears to be no imminent danger to their lives. But when a person is confronted by a phalanx of policemen equipped with weapons and bullet proof vests and other assortments of an armed confrontation as if the workers inside the compound were heavily armed, one must seek help. The Yanson 4 conceivably sought protection from the court simply because they cannot seek help from the police already deployed against them.

I wonder why the police showed off their armed capabilities to unarmed civilians and not to the armed and wily New People’s Army that had been killing their fellow policemen.

The Yanson 3 did not wait for the court; on the contrary apparently using their clout in the police hierarchy they forced their way in. Fortunately, the Yanson 4 gave way lest lives would be lost. This is part of last week’s dramatics that people did not see, rather that, as the headlines exploded, Leo Rey “regains control” as if a bloody battle took place.

But now that Leo Rey, his sister and their mother have regained control after an invasion like General Douglas MacArthur declaring “I have returned”, will the situation return to normal? I don’t believe so because the core issues have not been resolved; the main cause of the family feud have not been removed.

Meantime, I think it is time for the Yanson 4 to “take one step back so they can take the next two steps forward”. Call this an armistice, an unintended truce but the battle rages and in this case the Yanson 4 can paralyze the exercise of corporate power without adversely affecting the business operation.

The transport business of the gigantic size of Vallacar requires a very wide range of corporate decisions that must be approved by majority of the members of the board. Until such time that the shares of Olivia Yanson are returned on order of the court, the Yanson 3 cannot move without the consent of at least one of the Yanson 4, which, after the violent police action, is unlikely.

Sooner or later Leo Rey will have to convene the legally mandated stockholder’s meeting and the Yanson 4 can make the right decision that will not be open to question.

Of course, there are things to settle, the root cause of this feud that threatens to destroy what had been built for so long and so well and what the Yanson 4 tried to prevent. Let’s discuss these causes starting tomorrow.