Y4 info sheet not enough proof of ownership – SEC

By: Dolly Yasa

BACOLOD City – Securities and Exchange Commission (SEC) director and officer-in-charge Romualdo Padilla said the general information sheet provided by the four Yanson siblings (Yanson 4) on Dec 6, 2019 to contest ownership of bus firm Vallacar Transit Inc. (VTI) is insufficient proof.

This statement was contained in a press release from the camp of Leo Rey Yanson who also claims ownership of VTI.

The SEC statement is in answer to a Dec 19, 2019 letter sent by Yanson’s representative through law firm Madrid, Danao and Associates.

The SEC also clarified that it remains neutral in the ongoing dispute within the Yanson family over the ownership and management of VTI.

At the same time, the agency said shareholders cannot use the general information sheet like the one submitted by the four Yanson siblings as proof of ownership in a company.

“We would like to emphasize and reiterate that it is the ministerial duty of this commission to receive the general information sheet from any person filing in behalf of a corporation. However, this does not mean that the commission affirms the truthfulness of, or is bound by the entries/declarations therein,” the statement quoted Padilla as saying.

“The foregoing is based on the established doctrine that mere inclusion of a name of an individual in the general information sheet is insufficient proof he/she is a shareholder of a corporation in submitting the said document. In determining the true owners of shares of stock of a corporation, the stock and transfer book of the corporation is controlling.”

Madrid, Danao & Associates said that based on the stock and transfer book, Emily V. Yanson, one of the four Yanson siblings who want to strip their mother Olivia of control over the company has no shares in VTI.

The law firm said this only proves the Yanson 4’s “ill-contemplated attempt to mislead the SEC and the public that they have majority control of VTI.”

The family feud erupted anew with the election of the Yanson matriarch Olivia V. Yanson and her children Leo Rey Yanson and Ginnette Y. Dumancas, Charles M. Dumancas, Arvin John Villaruel, Anita G. Chua and Daniel Nicolas Golez as members of the board of directors of VTI on Dec 7.

The Yanson 4 – Roy V. Yanson, Ma. Lourdes Celina Y. Lopez, Ricardo V. Yanson Jr. and Emily V. Yanson –held a separate meeting on the same day to question the legitimacy of the incumbent management.

Madrid, Danao and Associates represents Leo Rey’s group who held their annual shareholders’ meeting on Dec 7, 2019 at the company’s principal office in Barangay Mansilingan in Bacolod City.

At the same time, the law firm authorized by Leo Rey’s group questioned the meeting organized on the same day by the “impostor stockholders, directors and officers of VTI, namely Roy V. Yanson, Ma. Lourdes Celina Y. Lopez, Ricardo V. Yanson Jr. and Emily V. Yanson.”

In its Dec 9 letter, Madrid, Danao and Associates asked SEC-Bacolod officer-in-charge Annabelle Corral-Respall to cease and desist from interference, aiding and abetting the “impostor stockholders, directors and officers of VTI” as evidenced by their attendance in the meeting called by the Yanson 4 at SEDA Hotel in Bacolod City on Dec 7.

“You and your representatives’ reported presence and meddling at the bogus meeting that projected to interfere, aid and abet the Y4’s illegal meeting is highly irregular and unlawful,” the law firm said.

The firm also filed a complaint with the SEC head office in Ortigas Center, Pasig City on Dec 10.

Padilla replied that the SEC conducted its own investigation on the matter and required Respall to explain their presence at the Yanson 4 meeting.

“The commission, however, gives its assurance that it shall remain neutral in relation to the ongoing dispute within the Yanson family involving their various bus companies,” Padilla said.

In a certification letter issued on Dec 12, Respall said she and other representatives of SEC Bacolod Extension Office attended the Yanson 4 meeting as mere invitees and observers.

“The attendance of SEC Bacolod Extension Office in the said meeting as observers of a corporation with pending intra-corporate dispute was neither a confirmation of the validity of the meeting, nor of the claimed shareholdings of the above named individuals, nor the affirmation of a quorum during the meeting, but it acted strictly as observers of the proceedings,” she said.

Respall said the SEC Bacolod Extension Office did not participate in any manner at the meeting and did not give any opinion or legal advice.

“As a matter of fact, the undersigned (Corral-Respall) declined when asked to be an administering officer for the oath-taking of Roy V. Yanson, Ricardo V. Yanson Jr. Ms. Emily V. Yanson and Ms. Ma. Lourdes Celina V. Yanson-Lopez after their election that afternoon,” she said.

She said the SEC Bacolod Extension Office’s representatives signed only one document during the meeting which was an attendance sheet.

VTI is the largest subsidiary of the Yanson Group of Bus Companies and is the company behind Ceres Liner and Sugbo Transit that operated over 7,000 buses all over the country.