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Determining fraud and intracorporate disputes
Reborn in the light Msgr. Sabino A. Vengco Jr.
Alálaong Bagá
Atty. Filamer D. Miguel
Tax Law for Business
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T bears recalling that under Presidential Decree 902-A, any cause of action that involves controversies arising out of intra-corporate relations, between and among stockholders, members or associates of a corporation, partnerships or association, is within the original and exclusive jurisdiction of the Securities and Exchange Commission (SEC) to try and decide, in addition to its regulatory and adjudicated functions.
However, upon the approval of Republic Act (RA) 8799, otherwise known as the Securities and Regulation Code, the commission’s jurisdiction over all cases enumerated in Section 5, PD 902-A were transferred to the court of general jurisdiction, or the appropriate regional trial court (RTC). Thereafter, the Supreme Court, pursuant to its mandated authority, promulgated the following: A.M. 00-11-03-SC designated certain branches of the RTC to try and decide SEC cases arising within their respective territorial jurisdiction. Supplemental Administrative Circular 8-01 directed that all SEC cases originally assigned or transmitted to the regular RTC shall be transferred to branches of the RTC especially designated to hear such cases in accordance with A.M. 00-11-03-SC. A.M. 01-2-04 SC (Proposed Interim Rules of Procedure Governing Intracorporate Controversies under RA 8799) was promulgated. This brief background relative to the venue and jurisdiction to try and decide cases involving, among others, intracorporate disputes, becomes crucial in the controversy raised in SEC En Banc Case 05-16-401 promulgated on January 5. In said case, a local company applied for an increase of Authorized Capital Stock, as well as Amendment of its Articles of Incorporation with the SEC. Having submitted all of the required documents pursuant to such application, the Company Monitoring and Registration Department of the SEC approved the same. However, the company’s application was eventually challenged based on allegations of fraud committed by the company in its application. It must be emphasized that one of the requirements for an application for increase of authorized capital stock is a secretary’s certificate stating that there are no pending intracorporate disputes within the corporation. The opposition in this case was anchored mainly on the existence of an intracorporate dispute within the applicant-company there being three factions within the corporation claiming to be the legitimate set of officers for the company. Given the above circumstances, can the increase of authorized capital stock and amendment of the articles of incorporation previously approved by the SEC be
revoked? Which has jurisdiction to resolve the issue of fraud: the RTC or the SEC? The SEC has jurisdiction to determine if a corporation, partnership or association committed fraud. Since it is tasked, among others, to determine the propriety of applications for increase of authorized capital stock, it is clothed with authority to determine the veracity of the requirements submitted to it for evaluation. Among those requirements is a secretary’s certificate, stating that there are no pending intracorporate disputes within the applicant-corporation. The SEC, therefore, has authority to determine if the statements made in the secretary’s certificate of a corporation is truthful. In the said case, fraud was established when the SEC found out that there is an intracorporate dispute involving the applicant company pending before the regular courts and the applicant company has knowledge of such fact. Further, there were multiple filings of General Information Sheet by the company with different branches of the SEC, each stating a different set of officers. Such further strengthens the finding of the SEC that there is, indeed, an intracorporate controversy within the applicant-corporation, and that the secretary’s certificate submitted by it stated a falsehood. This decision, however, does not supplant or encroach upon the jurisdiction of the RTCs. While ordinarily, matters involving fraud or misrepresentation by the board of directors, business associates, officers or partners, as well as intracorporate disputes, are now within the jurisdiction of RTCs, the SEC is not precluded in determining allegations of fraud and intracorporate dispute, so long as it is done for purposes only of fulfilling the SEC’s mandate, and to ensure compliance with SEC rules and regulations. The author is a senior associate of Du-Baladad and Associates Law Offices, a member-firm of WTS Global. The article is for general information only and is not intended, nor should be construed, as a substitute for tax, legal or financial advice on any specific matter. Applicability of this article to any actual or particular tax or legal issue should be supported, therefore, by a professional study or advice. If you have any comments or questions concerning the article, you may e-mail the author at filamer.miguel@bdblaw.com.ph or call 4032001, local 360.
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N our way to Easter and our baptismal celebration of it, we are led to meditate on Jesus’ opening the eyes of a man born blind (John 9:1-41). The significance of the event lies for us in the reactions provoked by the incident that amount to an illustrated discourse on the journey toward faith as we discover Jesus as the light.
The light for everyone The very introduction of John’s gospel describes the coming of the Word of God into the world in terms of the light that enlightens everyone, but is opposed by darkness (1:5. 9-10). In accord with this mission, Jesus cured the blind man. The simplistic attribution of suffering or sickness to someone’s sinfulness, therefore ultimately to a punishing God, is now challenged by the new experience in Jesus of the God who makes His gentle love and mercy visible even in our human malfunctions and brokenness. As light travels, it penetrates the darkness so-to-say layer after layer, in some places successfully, but in others the refusal can be impermeable. The blind man’s world of darkness was pierced when Jesus appeared in it as “the light of the
world”, and the ensuing reactions and questions brought him to a gradual realization of who Jesus to him is. At first, for him the one who opened his eyes was “the man called Jesus”, then “a prophet”, then someone he would not call a sinner because definitely “from God”. Finally, after all the grilling and ridicules he went through, Jesus again approached him and finally asked him if he believed in the Son of Man he has seen and the one speaking to him. The man replied, “I do believe” and worshipped Jesus. Full inner light had come to him and he wholeheartedly received the light.
Holding on to the light
The man had to confirm that he was, indeed, the one born blind and now seeing. He did not deny the past, but he would not deny the present
Tweeting toward oblivion
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By Frank Bruni | New York Times News Service
RESIDENT Donald J. Trump faces a stark choice. He can tweet, or he can govern. He can indulge his persecution complex, firing off missives that compare Barack Obama to Joseph McCarthy and US intelligence officers to Nazis, or he can recognize it as a gateway to disgrace and irrelevance. He can make his presidency about his own viscera, or he can make it about the country’s welfare. He can do what feels cathartic in the moment, or he can do what’s constructive in the long run. He can dabble in bright colors and shiny objects, or he can deal in durable truths. I’m focusing on Twitter because it teases out his worst traits. It’s the theater for vainglorious, vindictive, impulsive Trump, and it was the realm in which he made the wild accusations that Obama had wiretapped Trump Tower. On Monday James Comey debunked those charges, certifying them as the gaseous fulminations we more or less knew they were. And through much of Tuesday, Trump’s personal Twitter account essentially went dark. There was nothing from the hours around dawn, which is when he typically visits with his darkest vapors. There was only anodyne stuff later on: a shout-out to the scientists at National Aeronautics and Space Administration, a salute to US farmers. Either someone in his orbit convinced him, at least briefly, of the damage he was doing and the miserable situation he’s in, or Trump himself summoned some wisdom
and restraint. He must be capable of that. Can he continue it? It could be argued that every presidency is a tug-of-war between private demons and the public interest, between the commander-inchief’s indulgence of his own psychological needs and his attentiveness to the hard work of America. With Trump, it’s a furiously pitched battle, and the demons are way out ahead. One of them hasn’t received the attention it warrants. With all our condemnations of Trump the bully, we’ve overlooked Trump the bullied, which is the version more likely to bring him down. I mean the Trump who’s hell-bent on believing that he’s up against ruthless enemies; the Trump who must amplify every stride by casting it as a triumph over formidable odds; the Trump who’s throwing a pity party for himself the likes of which few of his predecessors ever attempted. His election somehow brought this Trump to the fore. In a paradox as strange as everything else about him, victory played handmaiden to a feeling of victimization: his own and the country’s. It’s precisely that feeling—“a
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Faith in Jesus ends the darkness for humanity. In baptism where we become existentially linked up with him in the light of God’s saving love, we are given the lighted candle to symbolize our new life in the light that is Jesus Christ. And like the woman at the well of Jacob, the man born blind found out that encountering Jesus and listening to him is the beginning of new life. either that would empty his future. The efforts to make him denounce Jesus met his unyielding and childlike resistance. Under persistent interrogation, he stood firm on his experience of the miraculous and refused to speculate beyond the obvious that it was divine blessing. His parents’ decision under intimidation to make him speak for himself might have even given him a boost. With amazement he observed all the excitement and discussion generated by his cure, and innocently inquired if the people questioning him might be interested to become followers, too, of Jesus. For standing up for his faith, he ended up expelled from the synagogue. The Pharisees, who see better and know more about divine law, badgered the man born blind to make him speak against Jesus. But with all their sophistication, they could
Trump is no victim. He’s the luckiest man alive—or has been, until now. But his allies “have begun to wonder if his need for self-expression, often on social media, will exceed his instinct for self-preservation,” Thrush and Haberman wrote. He can vent his emotions or exercise his responsibilities. The decision belongs to him, the consequences to all of us. sense of persecution bordering on faith”, as Glenn Thrush and Maggie Haberman wrote in The Times on Monday—that brought about the wiretapping tweets. But it has also brought about many other ill-advised tweets and ill-considered public statements, enveloping Trump in a foul air of grievance. If it’s not the Mexicans taking advantage of him and of us, it’s the Australians or the Germans or the Chinese. Take your pick. The “deep state” is out to get him. The leaks are a plot against him. Sometimes his mewling has an obvious prompt. When your approval ratings have sunk as low as his— a recent Gallup tracking poll showed that only 37 percent of Americans were pleased with his performance —you have an obvious investment in calling such surveys rigged and wrong, as Trump is still doing. But other whimpering is absurdly conceived and needlessly divisive. During Angela Merkel’s visit to Washington last week, he ranted
not browbeat him into saying what he knew to be not the case. The openness of the man born blind contrasted paradoxically with the blindness of the Pharisees. In their religiosity of fixed and unyielding ideas, they lived in a world of shadows that could not handle the real, both human and divine. And they judged everyone, even God, according to the measures of their willful, hence sinful, blindness. Typically, their tool is intimidation, and when frustrated, abuse and insult and physical exclusion. Alálaong bagá, there is really so much darkness in the world. “Not seeing” is a characteristic human condition. As on the first day of creation, God brings light out of darkness (Genesis 1:1-5): Faith in Jesus ends the darkness for humanity. In baptism where we become existentially linked up with him in the light of God’s saving love, we are given the lighted candle to symbolize our new life in the light that is Jesus Christ. And like the woman at the well of Jacob, the man born blind found out that encountering Jesus and listening to him is the beginning of new life. To live is to welcome the light, to flee darkness; and when vison is present, action follows. The man worshipped Jesus, as the woman became an evangelizer. Join me in meditating on the Word of God every Sunday, 5 to 6 a.m. on dwIZ 882, or by audio-streaming on www.dwiz882.com.
about an unjust trade imbalance between Germany and the United States, crediting Germany with smarter negotiators. But there are no such negotiators. We trade not specifically with Germany but with the European Union as a whole. It’s possible that he doesn’t know that. It’s also possible that he chose to disregard a detail that would have complicated and maybe nullified his complaint. Why let the facts get in the way of a tantrum that he then transferred to Twitter, where he bellowed that Germany owed money for its defense to the US and Nato? It’s funny: Comey’s testimony on Monday made clear that someone does have a right to feel put upon. That someone is Hillary Clinton. He stressed how “hated” she was by Vladimir Putin. He also confirmed that before Election Day, intelligence officers were looking into whether Putin and the Russians were meddling in the election because of that hatred. At the time, Comey said nothing about that, even as he announced that the FBI was taking a fresh look at newly discovered Clinton e-mails. Trump is no victim. He’s the luckiest man alive—or has been, until now. But his allies “have begun to wonder if his need for self-expression, often on social media, will exceed his instinct for self-preservation,” Thrush and Haberman wrote. He can vent his emotions or exercise his responsibilities. The decision belongs to him, the consequences to all of us.
Letran to award outstanding alumni in line with quadricentennial anniversary
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olegio de San Juan de Letran, which will celebrate its 400 years as an educational institution in 2020, has started this year a sustained program to recognize 400 outstanding Letranites in line with its quadricentennial anniversary celebrations. At the same time, Letran is mulling over improvements of its academic programs, the university’s infrastructure, and other endeavors to raise its national prominence and promote its role as a social catalyst. Letran has programs in Business, Management, Marketing, Entrepreneurship, Information Technology, Digital Arts, Communication Arts, Accountancy and
Engineering. The colleges are divided into six departments: College of Liberal Arts and Sciences (CLAS), College of Business Administration and Accountancy (CBA A), College of Education (CoEd), Institute of Communication (iCOMM), Institute of Information Technology (iIT) and College of Engineering (CoE). Colegio de San Juan de Letran is a private Roman Catholic Dominican institution of learning in Intramuros, Manila. The college was founded in 1620. Letran has the distinction of being the oldest college in the Philippines and the oldest secondary institution in Asia. The school has
produced Philippine presidents, revolutionary heroes, poets, legislators, members of the clergy and jurists. It is also one of the only Philippine schools that produced several Catholic saints who lived and studied on its campus. This year’s event will reunite all outstanding Letranites as the Letran Alumni Association will recognize the first batch of 400 Letranites who have done great things in the country and who exceled in their chosen field or career. Starting in 2017, Letran Alumni Association is awarding 100 Letranites every year until 2020 to complete the 400 Great Men and Women or “Grandes Figuras” Awards.
One of the first 100 recipients of Grandes Figuras, to be given a Most Outstanding award this year, is a lawmaker from Bacoor, Cavite —Rep. Strike Revilla, who belongs to Letran’s Batch ’93. “I am proud to be part of Letran’s Grandes Figuras; this inspiration will make me work harder for my constituents,” said Revilla, who was the mayor of Bacoor, Cavite, for nine years before winning a seat at the House of Representatives.
Scholarship program
IN line with the school’s mission to promote education as a form of evangelization for the total development of a person in the
service of church and society, Letran provides an opportunity for academically outstanding students to pursue their education through the Rector’s Scholarship Program. Students in the areas of BS Accountancy, AB Communication and BS Education are eligible to apply. Student-applicants must belong to the top 20 percent of their graduating class, as certified by the principal or registrar; pass the qualifying examination given by Letran; pass an interview administered by the respective academic heads; be of good moral character as certified by the principal or registrar.
Athletic scholarship
Student-athletes who want to apply for the Blessed Antonio Varona Ortega Athletic Scholarship must know that this scholarship is designed to help financially incapable students to pursue a career by giving them quality education while pursuing excellence in sports. To qualify, the student must be at least 13 to 18 years of age for high school and 16 to 23 years old for college; be physically and psychologically fit to play; be of good moral character and has never been subjected to any disciplinary action; and must pass the tryouts administered by the coaches.