The current management of Vallacar Transit Inc., the country’s largest bus transport company led by co-founder and matriarch Olivia Yanson, affirmed the legality of its annual shareholders’ meeting on Dec. 7, 2019 at the company’s principal office in Bacolod City.
Following the meeting, the newly-elected board of VTI slammed the Securities and Exchange Commission Bacolod Extension Office for attending the alleged irregular meeting separately called by four of the Yanson siblings who are collectively known as the Yanson 4.
Under the company’s by-laws, the annual shareholders’ meeting should be held every first Saturday of December at its principal office in Bacolod City. Pursuant to the by-laws, the stockholders held their annual meeting at the company’s principal office at Ceres compound, Barangay Mansilingan in Bacolod City which proves that they have physical and management control of the company assets.
The stockholders elected matriarch Olivia, son Leo Rey Yanson, daughter Ginnette Dumancas as well as Charles Dumancas, Arvin John Villaruel, Anita Chua and Daniel Nicolas Golez as members of the board of directors. The board then held an organizational meeting and re-appointed Leo Rey as the president and Olivia Yanson as treasurer and corporate secretary.
At the same time, the VTI directors authorized law firm Madrid Danao & Associates to question the meeting organized 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” or the Yanson 4.
The Yanson 4, on their part, filed before the Bacolod City Regional Trial Court a lawsuit against their siblings Leo Rey and Ginette and claimed they still have majority shares of VTI. The petitioners questioned the basis used by Leo Rey and Ginette in holding their own stockholders’ meeting.
In a letter dated Dec. 9, Madrid Danao & Associates asked SEC-Bacolod officer-in-charge Atty. Annabelle Corral-Respall to cease and desist from interference, aiding and abetting the “impostor stockholders, directors and officers of VTI.”
The law firm said it received reports that representatives from SEC-Bacolod attended the meeting called by the Yanson 4 at SEDA Hotel in Bacolod City on the same day (Dec. 7).
The law firm said the SEC-Bacolod has no authority and/or jurisdiction to interfere with the intra-corporate dispute of the two parties and that there is no court order directing them to attend the alleged meeting.
“Wittingly or unwittingly, you have allowed yourself to be used for the Y4’s illegal acts and propaganda,” it said.
The VTI management, therefore, urged SEC-Bacolod and its representatives to “immediately cease and desist from interfering, aiding, abetting, favoring and/or granting unwarranted benefits to the impostor Y4”.
In response, Corral-Respall clarified that SEC Bacolod Extension Office did not support the alleged shareholders meeting of the Yanson 4 on Dec. 7. In a certification letter issued on Dec. 12, Corral-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 to 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.
“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. It has 15 bases of operations in the cities of Bacolod, Iloilo, Dumaguete, Cebu, Cagayan De Oro, Butuan, Davao, Pagadian, Dipolog, Bohol and Batangas.
