Twisted facts in billionaire family row

The Securities and Exchange Commission (SEC) is right in clarifying its role in the intra-corporate dispute over control of Asia’s biggest bus company, Vallacar Transit Inc. owned by the feuding Yanson siblings.

The SEC said certain statements and actions of the SEC Bacolod Extension Office and the SEC Office of the General Counsel have been framed against or in favor of either party to the intra-corporate controversy.

This isn’t new. There were incidents in the past when feuding conglomerates or billionaire families twisted facts to advance their own interests.

In the case of the Yanson family, one might know by now that there are two warring factions and both are fighting for control of the sprawling bus company.

Two factions

Last month, they held two separate annual shareholders’ meetings.

The two family factions are the so-called Yanson Two comprising of Leo Yanson and sister Ginnette Yanson-Dumancas, together with their mother, family matriarch Olivia Yanson on the one hand.

The other group is called the Yanson Four which includes the remaining four Yanson siblings, Ma. Lourdes Celina Yanson-Lopez, Roy Yanson, Ricardo Yanson Jr. and Emily Yanson.

The SEC Bacolod Extension Office attended the stockholders’ meeting organized by the Yanson Four and officials said they attended the meeting strictly as observers in response to a formal request by the faction and pursuant to the general supervisory power of the crommission over registered corporations.

“The SEC Bacolod Extension Office did not participate in the meeting, in any manner. It neither gave any opinion or legal advice, nor signed any document aside from the attendance sheet,” it said.

Regulators also clarified that their attendance in the meeting was not a validation of the Yanson Four’s claims, contrary to what the other faction – the Yanson Two’s camp – was trying to make it appear.

“The attendance of the SEC Bacolod Extension Office in the disputed stockholders’ meeting was either misrepresented or misinterpreted as a recognition of the legitimacy of the claims and actions of the Yanson Four,” the SEC said.

It pointed to a letter and press release issued by Yanson Two’s law firm Madrid Danao & Associates. The law firm called out the SEC Bacolod Extension Office for attending the meeting organized by the Yanson Four.

In response, on Dec. 12, 2019, the SEC Bacolod Extension Office issued a certification saying that its attendance as observer in a meeting of a corporation with pending-intra-corporate dispute was neither a confirmation of the validity of the meeting or of the claimed shareholdings of the faction, nor an affirmation of the presence of a quorum during the meeting.

But even this was misinterpreted, regulators lamented.

“The commission, however, noticed that the certification was either misrepresented or misinterpreted again as if the SEC Bacolod Extension Office had dismissed the claims and actions of the Yanson Four in favor of the other faction,” the SEC said.

On Dec. 19, 2019, the SEC Office of the General Counsel responded to another letter from Madrid Danao & Associates questioning the acceptance of a general information sheet filed by the Yanson Four under the name of Vallacar Transit.

The SEC Office of the General Counsel noted, in a general sense, that it was the ministerial duty of the commission to receive a general information sheet from any person filing in behalf of a corporation and that doing so did not amount to affirmation of the truthfulness of the declarations made therein.

A media update supposedly from the office of Leo Rey Yanson similarly used and capitalized on the contents of the SEC Office of the General Counsel’s response to promote one of the parties’ position.

The commission is well aware of the parties’ pending intra-corporate cases before the Regional Trial Court in Bacolod and the Court of Appeals. It will never take an action or issue a statement that will undermine the jurisdiction of the courts and the judicial process.

In this light, both parties are advised to be mindful in presenting in the media and to the general public the statements and actions of the Commission with regard to their intra-corporate dispute over the control of Vallacar Transit, the SEC said.

Sec: no twisting of facts

It is clear that SEC chairman Emilio Aquino won’t tolerate such twisting of facts.

He said such misinformation and disinformation not only impact negatively the warring factions but also the investors, the consumers and the overall market.

Both parties must give the appropriate respect to the Commission, the primary registrar and overseer of corporations like Vallacar Transit, the SEC said.

Actually, the SEC did not have to clarify or explain its presence in the stockholders meeting. It was its duty as regulator. Besides, the Yanson Four never claimed that the SEC’s presence in its meeting reinforced the meeting’s legitimacy or validated its claims.

Sprawling bus company

It is sad to hear about siblings fighting over money and power though it’s nothing new. They should be mindful however that their fight could affect 18,000 employees in the giant bus company as well as related industries.

Moving forward, warring parties should refrain from twisting facts in their favor. The battle, after all, is not about winning the public’s perception.

At the end of the day, it’s about which group can really prove to be legal majority owners of the company.

And on this issue, the SEC should really help clear the air so that investors may know the real score.

Iris Gonzales’ email address is [email protected]. Follow her on Twitter @eyesgonzales. Column archives at eyesgonzales.com