The Securities and Exchange Commission clarified Saturday that it remained neutral in relation to the ongoing dispute within the Yanson family over the ownership and management of Vallacar Transit Inc., the country’s largest bus transport company.
SEC said shareholders cannot use the general information sheet like the one submitted by the four Yanson siblings as a proof of ownership in a company.
In a letter dated December 19, 2019 to the incumbent management of VTI through law firm Madrid Danao & Associates, SEC director and officer-in-charge Romuald C. Padilla said the general information sheet provided by the Yanson 4 on December 6 to contest the management of the company is an insufficient proof of ownership.
“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 its bound by the entries/declarations therein,” he said.
“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 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,” Padilla said.
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 of control over the company, has no shares in VTI.
Madrid Danao & Associates said this only proves the Yanson 4’s ill-contemplated attempt to mislead the SEC and the public that that they have majority control of VTI.
This followed the election of Yanson matriarch Olivia V. Yanson, Leo Rey Yanson, 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 December 7. The Yanson 4 held a separate meeting of their own on the same day to question the legitimacy of the incumbent management.
Madrid Danao & Associates represents the incumbent VTI management who held their annual shareholders’ meeting on December 7, 2019 at the company’s principal office at Ceres compound, Barangay Mansilingan in Bacolod City on December 7, pursuant to the company’s by-laws which state that the annual shareholders’ meeting should be held every first Saturday of December at its principal office. This proves that they have the physical and legal ownership and management of the company.
At the same time, the VTI directors authorized law firm Madrid Danao & Associates to question 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” who are collectively known as the Yanson 4.
In a letter dated December 9, 2019, 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” as evidenced by their attendance in the meeting called by the Yanson 4 at SEDA Hotel in Bacolod City on December 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,” said Madrid Danao & Associates, which also filed a complaint with the head office of SEC in Ortigas Center, Pasig City on December 10.
In response, Padilla said the SEC conducted its own investigation on the matter and required Respall to explain their presence at the meeting called by the Yanson 4. “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 December 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 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.
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.
It has 15 bases of operations in the cities of Bacolod, Iloilo, Dumaguete, Cebu, Cagayan De Oro, Butuan, Davao, Pagadian, Dipolog, Bohol and Batangas.
