By: Modesto P. Sa-onoy
The latest battlefield in the fight for control of Vallacar Transit Incorporated has taken a reasonable and best route – the court. The only contention in this fight is who owns the majority shares of the company. Under the law, whoever holds the majority shares of stocks should be in control of the company. That is not only legal and moral right but a decent way of respecting the rights of others. To force control otherwise and dispossess the majority is abominable.
This is the case in the power struggle for control of the VTI. Although the four Yanson siblings own over 61% of the shares, the Yanson 3 took control of the company complex by force. I can understand the logic at the time because Leo Rey was elected president of VTI when the family was still in harmony. However, the special session of the company ousted Leo Rey so that legally and morally, he no longer was president. But he held on to the job by sheer force of the subservient police.
The series of articles I wrote based on the official documents of the Yanson family leaves me no doubt that the power grab was unfounded in law or morality. I wondered how the Yanson 4 had the fortitude to remain composed despite the brutal violations of their rights.
Now it seems that the Yanson 4 bid their time for the correct moment to enforce their rights – the mandatory annual stockholders meeting. On the other hand, the Yanson 3, also convened an ASM in compliance with the law and their Articles of Incorporation and By-Laws and even of their Family Constitution that they had shredded through complete disregard of its provisions.
The VTI Articles of Incorporation and By-Laws required the election of the regular members of the board and its officers to be held on the first Saturday of December (the 7th for 2019). So, we had a spectacle of the minority (3 Yanson siblings) and the majority (4 Yanson siblings) conducting separate stockholders’ meetings.
The Yanson 3 had less than 39% of the company stocks but still considered themselves constituting a quorum. How the 39% can become a majority is the greatest puzzle, except possibly through misrepresentation or manipulation of facts. On the other hand, the Yanson 4 and SEC documents clearly show the four had the quorum.
Expectedly the opposing camps declared the other as an illegitimate assembly and its actions illegal, null and void. But what are the contentions of the clashing family members? Let us set aside who got elected to what in the two meetings because whichever meeting is legal then the elected directors are the rightful ones.
Something interesting occurred in this conflict. When the Yanson 4 met, they invited a representative from the Securities and Exchange Commission in Bacolod to witness the proceedings. This indicated that they wanted to show they have the right. The SEC representative attended because I believe they considered the Yanson 4 ASM legal and in order. Otherwise, why would they attend if it was a bogus meeting? They would be accused of providing credence to an “illegal assembly”. Surely enough the Yanson 3 exploited the SEC presence.
The Yanson 3 did not have an SEC representative. Why did they not invite the SEC? Of course, it is not a requirement but considering the situation, the SEC presence would have the same effect as it had with the ASM of the Yanson 4. I think they did not invite the SEC because the SEC would have been a witness to an illicitly convened ASM.
Understandably, the Yanson 3 assailed the SEC for witnessing the Yanson 4 meeting, claiming that the SEC presence gave legality to the Yanson 4 ASM. However, the SEC presence does not make an illegal ASM legal. The presence of the majority shareholders makes the ASM legal.
In criticizing the SEC, the Yanson 3 lawyers claimed that the Yanson 4 meeting was “irregular” and that the Yanson 4 are “impostor stockholders, directors and officers of VTI”. The lawyers also asserted the Yanson 3 are the “controlling stockholders…” and then listed stockholders whose names I have never seen in any VTI documents.
Nevertheless, will the Yanson 3 lawyers please publish documents proving their claim to being majority lest they are viewed as peddling the untruth?
To be continued on Monday.
