SAN MIGUEL CORPORATION, REPRESENTED BY EDUARDO DE LOS ANGELES, PETITIONERS, VS. ERNEST KAHN, ANDRES SORIANO III, BENIGNO TODA, JR., ANTONIO ROXAS, ANTONIO PRIETO, FRANCISCO EIZ­…

On December 15, 1983,
33,133,266 shares of the outstanding capital stock of the San Miguel
Corporation were acquired1 by fourteen (14) other
corporations,2
and were placed under a Voting Trust Agreement in favor of the late Andres Soriano, Jr.  When
the latter died, Eduardo M. Cojuangco, Jr. was
elected Substitute Trustee on April 9,
1984 with power to delegate the trusteeship in writing to Andres Soriano III.3 Shortly after the Revolution of
February, 1986, Cojuangco left the country amid
“persistent reports” that “huge and unusual cash disbursements
from the funds of SMC” had been irregularly made, and the resources of the
firm extensively used in support of the candidacy of Ferdinand Marcos during
the snap elections in February, 1986.4

On March 26, 1986, an “Agreement” was executed between
Andres Soriano III, as “Buyer,” and the 14
corporations, as “Sellers,” for the purchase by Soriano,
“for himself and as agent of several persons,” of the 33,133,266
shares of stock at the price of P100.00 per share, or “an aggregate sum of
Three Billion Three Hundred Thirteen Million Three Hundred Twenty Six Thousand
Six Hundred (P3,313,326,600.00) Pesos payable in
specified installments.1 The Agreement revoked the voting
trust above mentioned, and expressed the desire of the 14 corporations to sell
the shares of stock “to pay certain outstanding and unpaid debts,”
and Soriano’s own wish to purchase the same “in
order to institutionalize and stabilize the management of the COMPANY in **
(himself) and the professional officer corps mandated by the COMPANY’s By-laws, and to direct the COMPANY towards giving
the highest priority to its principal products and extensive support to
agriculture programme of the Government **.”2
Actually, according to Soriano and the other private
respondents, the buyer of the shares was a foreign company, Neptunia
Corporation Limited (of Hongkong), a wholly owned
subsidiary of San Miguel International which is, in turn, a wholly owned
subsidiary of San Miguel Corporation;3 and it was Neptunia
which on or about April 1, 1986 had made the down payment of P500,000,000.00, “from the proceeds of certain loans.”4

At this point the 33,133,266 SMC shares were sequestered by the
Presidential Commission on Good Government (PCGG), on the ground that the stock
belonged to Eduardo Cojuangco, Jr., allegedly a close
associate and dummy of former President Marcos, and the sale thereof was
“in direct contravention of ** Executive Orders Numbered 1 and 2 (** dated
February 28, 1986 and March 12, 1986, respectively) which prohibit ** the
transfer, conveyance, encumbrance, concealment or liquidation of assets and
properties acquired by former President Ferdinand Marcos and/or his wife, Mrs.
Imelda Romualdez Marcos, their close relatives,
subordinates, business associates …”5 “The sequestration was
subsequently lifted, and the sale allowed to proceed, on representations by San
Miguel Corporation ** that the shares were ‘owned by 1.3 million coconut
farmers;’ the seller corporations were ‘fully owned’ by said farmers and Cojuangco owned only 2 shares in one of the companies,
etc.  However, the sequestration was soon
re-imposed by Order of the PCGG dated May
19, 1986 **.  The same order
forbade the SMC corporate Secretary to register any transfer or encumbrance of
any of the stock without the PCGG’s prior written
authority.”6

San Miguel promptly suspended payment of the other installments
of the price to the fourteen (14) seller corporations.  The latter as promptly sued for rescission
and damages.7

On June 4, 1986, the PCGG directed San Miguel Corporation
“to issue qualifying shares” in the corporation to seven (7)
individuals, including Eduardo de los Angeles,
“from the sequestered shares registered as street certificates under the
control of Anscor-Hagedorn Securities, Inc.,” to
“be held in trust by ** (said seven [7] persons) for the benefit of Anscor-Hagedorn Securities, Inc. and/or whoever shall
finally be determined to be the owner/owners of said shares.”1

In December, 1986, the SMC Board, by Resolution No. 86-12-2,
“decided to assume the loans incurred by Neptunia
for the down payment (P500M) on the 33,133,266 shares.” The Board opined
that there was “nothing illegal in this assumption (of liability for the
loans),” since Neptunia was “an indirectly
wholly owned subsidiary of SMC,” there “was no additional expense or
exposure for the SMC Group, and there were tax and other benefits which would
redound to the SMC group of companies.”2

However, at the meeting of the SMC Board on January 30, 1987,
Eduardo de los Angeles, one of the PCGG
representatives in the SMC Board, impugned said Resolution No. 86-12-2, denying
that it was ever adopted, and stating that what in truth was agreed upon at the
meeting of December 4, 1986 was merely a “further study” by Director
Ramon del Rosario of a plan presented by him for the assumption of the
loan.  De los Angeles
also pointed out certain “deleterious effects” thereof.  He was however overruled by private
respondents.3
When his efforts to obtain relief within the corporation and later the PCGG
proved futile, he repaired to the Securities and Exchange Commission (SEC).

He filed with the SEC in April, 1987, what he describes as a
derivative suit in behalf of San Miguel Corporation, against ten (10) of the
fifteen-member Board of Directors who had “either voted to approve and/or
refused to reconsider and revoke Board Resolution No. 86-12-2.”4
His Amended Petition in the SEC recited substantially the foregoing antecedents
and the following additional facts, to wit:

a) On April 1, 1986 Soriano, Kahn and Roxas, as directors of Neptunia
Corporation, Ltd., had met and passed a resolution authorizing the company to
borrow up to US $26,500,000.00 from the Hongkong
& Shanghai Banking Corporation, Hongkong,
“to enable the Soriano family to initiate steps
and sign an agreement for the purchase of some 33,133,266 shares of San Miguel
Corporation.”5

b) The loan of $26,500,000.00 was obtained on the same day, the
corresponding loan agreement having been signed for Neptunia
by Ralph Karr and Carl Ottiger.  At the latter’s request, the proceeds of the
loan were deposited in different banks6 “for the account of “Eduardo
J. Soriano.”

c) Three (3) days later, on April 4, 1986, Soriano
III sent identical letters to the stockholders of San Miguel Corporation,1 inter
alia soliciting their proxies and announcing that
“the Soriano family, friends and affiliates
acquired a considerable block of San Miguel Corporation shares only a few days
ago * *, the transaction ** (having been) made through the facilities of the
Manila Stock Exchange, and 33,133,266 shares * * (having thereby been)
purchased for the aggregate price of P3,313,326,600.00.” The letters also
stated that the purchase was “an exercise of the Sorianos‘
right to buy back the same number of shares purchased in 1983 by the ** (14
seller corporations).”

d) In implementing the assumption of the Neptunia
loan and the purchase agreement for which said loan was obtained, which assumption
constituted an improper use of corporate funds to pay personal obligations of
Andres Soriano III, enabling him; to purchase stock
of the corporation using funds of the corporation itself, the respondents,
through various subsequent machinations and manipulations, for ulterior motives
and in breach of fiduciary duty; compound the damages caused San Miguel
Corporation by, among other things: (1) agreeing to pay a higher price for the
shares than was originally covenanted in order to prevent a rescission of the
purchase agreement by the sellers; (2) urging UCPB to accept San Miguel
Corporation and Neptunia as buyers of the shares,
thereby committing the former to the purchase of its own shares for at least
25% higher than the price at which they were fairly traded in the stock
exchanges, and shifting to said corporations the personal obligations of Soriano III under the purchase agreement; and (3)  causing to be applied to the part payment of
P1,800,000.00 on said purchase, various assets and receivables of San Miguel
Corporation.

The complaint closed with a prayer for injunctions against the
execution or consummation of any agreement causing San Miguel Corporation to
purchase the shares in question or entailing the use of its corporate funds or
assets for said purchase, and against Andres Soriano
III from further using or disposing of the funds or assets of the corporation
for his obligations; for the nullification of the SMC Board’s resolution of
April 2, 1987 making San Miguel Corporation a party to the purchase agreement;
and for damages.

Ernest Kahn moved to dismiss de los Angeles’ derivative suit on two grounds, to wit:

1.  De los Angeles has no legal capacity to sue because –

a) having been merely “imposed” by the PCGG as a director on
San Miguel, he has no standing to bring a minority derivative suit;

b) he personally holds only 20 shares and hence cannot fairly
and adequately represent the minority stockholders of the corporation;

c) he has not come to court with clean
hands;

and

2.  The Securities & Exchange
Commission has no jurisdiction over the controversy because the matters
involved are exclusively within the business judgment of the Board of
Directors.1

Kahn’s motion to dismiss was subsequently adopted by his co­respondents.2

The motion to dismiss was denied by SEC Hearing Officer Josefina
L. Pasay-Paz, by order dated September 4,1987.3 In
her view –

1) the fact that de los Angeles was a
PCGG nominee was irrelevant because in law, ownership of even one share only,
sufficed to qualify a person to bring a derivative suit;

2) it is indisputable that the action
had been brought by de los
Angeles for the benefit of the corporation and all the
other stockholders;

3) he was a stockholder at the time of
the commission of the acts complained of, the number of shares owned by him
being to repeat, immaterial;

4) there is no merit in the assertion that he had come to Court
with unclean hands, it not having been shown that he participated in the act
complained of or ratified the same; and

5) where business judgment transgresses
the law, the Securities and Exchange Commission always has competence to
inquire thereinto.

Kahn filed a petition for certiorari and prohibition with
the Court of Appeals, seeking the annulment of this adverse resolution of the
SEC Hearing Officer and her perpetual inhibition from proceeding with SEC Case
No. 3152.

A Special Division of that Court sustained him, upon a vote of
three-to-two.  The majority4
ruled that de los
Angeles had no legal capacity to institute the derivative
suit, a conclusion founded on the following propositions:

1) a party “who files a derivative suit should adequately
represent the interests of the minority stockholders;” since “De los Angeles holds 20 shares of stock out of 121,645,860 or
0.00001644% (appearing to be undisputed), (he) cannot even be remotely said to
adequately represent the interests of the minority stockholders, (e)specially so when ** de los
Angeles was put by the PCGG to vote the majority stock,” a situation
generating “a genuine conflict of interest;”

2) de los Angeles has not met this
conflict-of-interest argument, i.e., that his position as PCGG-nominated
director is inconsistent with his assumed role of representative of minority
stockholders; not having been elected by the minority, his voting would
expectedly consider the interest of the entity which placed him in the board of
directors;

3) Baseco v. PCGG May 27,
1987,1
has laid down the principle that the (a) PCGG cannot exercise acts of dominion
over sequestered property, (b) it has only powers of administration, and (c)
its voting of sequestered stock must be done only pursuant to its power of
administration; and

4) de los Angeles’ suit is not a
derivative suit, a derivative suit being one brought for the benefit of the
corporation.

The dissenting Justices,2 on the other hand, were of the
opinion that the suit had been properly brought by de los Angeles
because-

1) the number of shares owned by him was
immaterial, he being a stockholder in his own right;

2) he had not voted in favor of the
resolution authorizing the purchase of the shares; and

3) even if PCGG was not the owner of the
sequestered shares, it had the right to seek the protection of the interest of
the corporation, it having been held that even an unregistered shareholder or
an equitable owner of shares and pledgees of shares
may be deemed a shareholder for purposes of instituting a derivative suit.

De los
Angeles has appealed to this Court.  He prays for reversal of the judgment of the
Court of Appeals, imputing to the latter the following errors:

1) having granted the writ of certiorari
despite the fact that Kahn had not first resorted to the plain remedy
available to him, i.e., appeal to the SEC en banc and despite the
fact that no question of jurisdiction was involved;

2) having ruled on Kahn’s petition on
the basis merely of his factual allegations, although he (de los Angeles) had disputed them and
there had been no trial in the SEC; and

3) having held that he (de los Angeles) could not file a
derivative suit as stockholder and/or director of the San Miguel Corporation.

For their part, and in this Court, the respondents make the
following assertions:

1) SEC has no jurisdiction over the dispute at bar which involves
the ownership of the 33,133,266 shares of SMC stock, in light of this Court’s
Resolution in G.R. Nos. 74910, 75075, 75094, 76397, 79459 and 79520,
promulgated on August 10, 1988;3

2) de los Angeles was beholden to the
controlling stockholder in the corporation (PCGG), which had “imposed” him on
the corporation; since the PCGG had a clear conflict of interest with the
minority, de los Angeles, as director of the former,
had no legal capacity to sue on behalf of the latter;

3) even assuming absence of conflict of
interest, de los Angeles
does not fairly and adequately represent the interest of the minority
stockholders;

4) the respondents had properly applied
for certiorari with the Court of Appeals because –

a) that Court had, by law, exclusive
appellate jurisdiction over officers and agencies exercising quasi-judicial
functions, and hence had competence to issue the writ of certiorari,

b) the principle of exhaustion of
administrative remedies does not apply since the issue involved is one of law;

c) said respondents had no plain, speedy
and adequate remedy within the SEC;

d) the Order of the SEC Investigating Officer — denying the motion
to dismiss — was issued without or in excess of jurisdiction, hence was
correctly nullified by the Court of Appeals; and

e) de los Angeles had not raised the
issue of absence of a motion for reconsideration by respondents in the SEC
case; in any event, such a motion was unnecessary in the premises.

De los
Angeles’ Reply seeks to make the following points:

1) since the law lays down three (3)
requisites for a derivative suit,  viz:

a) the party bringing suit should be a
shareholder as of the time of the act or transaction complained of;

b) he has exhausted intra-corporate
remedies, i.e., has made a demand on the board of directors for the appropriate
relief but the latter has failed or refused to heed his plea; and

c) the cause of action actually devolves
on the corporation, the wrongdoing or harm having been caused to the
corporation and not to the particular stockholder bringing the suit;

and since (1) he is admittedly the owner
of 20 shares of SMC stock in his own right, having acquired those shares
as early as 1977, (2) he had sought without success to have the board of
directors remedy the wrong and (3) that wrong was in truth a wrong against the
stockholders of the corporation, generally, and not against him individually —
and it was the corporation, and not he, particularly, that would be entitled to
the appropriate relief — the propriety of his suit cannot be gainsaid;

2) Kahn had not limited himself to questions of law in the
proceedings in the Court of Appeals and hence could not claim exclusion from
the scope of the doctrine of exhaustion of remedies; moreover, Rule 65, invoked
by him, bars a resort to certiorari where a plain, speedy and
adequate remedy was available to him, as it had been available to him in
this case, to wit: a motion for reconsideration before the SEC en banc and,
contrary to respondents’ claim, de los Angeles had in
fact asserted these propositions before the Appellate Tribunal; and

3) the respondents had not raised the issue of jurisdiction before
the Court of Appeals; indeed, they admit in their Comment that that “issue
has not yet been resolved by the SEC,” be this as it may, the derivative
suit does not fall within the BASECO doctrine since it does not involve
any question of ownership of the 33,133,266 sequestered SMC shares but rather,
the validity of the resolution of the board of directors for the assumption by
the corporation, for the benefits of certain of its officers and stockholders,
of liability for loans contracted by another corporation, which is an
intra-corporate dispute within the exclusive jurisdiction of the SEC.

1. De los
Angeles is not opposed to the asserted position of the
PCGG that the sequestered SMC shares of stock belong to Ferdinand Marcos and/or
his dummies and/or cronies.  His consent
to sit in the board as nominee of PCGG unquestionably indicates his
advocacy of the PCGG position.  He does
not here seek, and his complaint in the SEC does not pray for, the annulment of
the purchase by SMC of the stock in question, or even the subsequent purchase
of the same stock by others1 — which proposition was challenged
by (1) one Evio, in SEC Case No. 3000; (2) by the 14
corporations which sold the stock to SMC, in Civil Case No. 13865 of the Manila
RTC, said cases having later become subject of G.R. No. 74910 of this Court;
(3) by Neptunia, SMC, and others, in G.R. No. 79520
of this Court; and (4) by Eduardo Cojuangco and
others in Civil Case No. 16371 of the RTC, Makati,
RTC, Makati, [on the theory that the sequestered
stock in fact belonged to coconut planters and oil millers], said case later
having become subject of G.R. No. 79459 of this Court.2
Neither does de los Angeles impugn, obviously, the
right of the PCGG to vote the sequestered stock thru its nominee directors —
as was done by United Coconut Planters Bank and the 14 seller corporations (in
SEC Case No. 3005, later consolidated with SEC Case No. 3000 above mentioned,
these two (2) cases later having become subject of G.R. No. 76397) as well as
by one Clifton Ganay, a UCPB stockholder (in G.R. No.
75094 of this Court).3

The subject matter of his complaint in the SEC does not therefore
fall within the ambit of this Court’s Resolution of August 10, 1988 on the
cases just mentioned, to the effect that, citing PCGG v. Peña,
et al,4
“all cases of the Commission regarding ‘the funds, moneys, assets, and
properties illegally acquired or misappropriated by former President Ferdinand
Marcos, Mrs. Imelda Romualdez Marcos, their close
relatives, Subordinates, Business Associates, Dummies, Agents, or Nominees,
whether civil or criminal, are lodged within the exclusive and original
jurisdiction of the Sandiganbayan,’ and all incidents
arising from, incidental to, or related to, such cases necessarily fall
likewise under the Sandiganbayan’s exclusive and
original jurisdiction, subject to review on certiorari exclusively by
the Supreme Court.” His complaint does not involve any property illegally
acquired or misappropriated by Marcos, et al., or “any incidents arising
from, incidental to, or related to” any case involving such property, but
assets indisputably belonging to San Miguel Corporation which were, in his (de los Angeles’) view, being illicitly committed by a majority
of its board of directors to answer for loans assumed by a sister corporation, Neptunia Co., Ltd.

De los Angeles’ complaint, in fine, is
confined to the issue of the validity of the assumption by the corporation of the
indebtedness of Neptunia Co., Ltd., allegedly for the
benefit of certain of its officers and stockholders, an issue evidently
distinct from, and not even remotely requiring inquiry into the matter of
whether or not the 33,133,266 SMC shares sequestered by the PCGG belong to
Marcos and his cronies or dummies (on which issue, as already pointed out, de los Angeles, in common with the PCGG, had in fact espoused
the affirmative).  De los
Angeles’ dispute, as stockholder and director of SMC, with other SMC directors,
an intra-corporate one, to be sure, is of no concern to the Sandiganbayan,
having no relevance whatever to the ownership of the sequestered stock.  The contention, therefore, that in view of
this Court’s ruling as regards the sequestered SMC stock above adverted to, the
SEC has no jurisdiction over the de los Angeles complaint,
cannot be sustained and must be rejected. 
The dispute concerns acts of the board of directors claimed to amount to
fraud and misrepresentation which may be detrimental to the interest of the
stockholders, or is one arising out of intra-corporate relations between and
among stockholders, or between any or all of them and the corporation of which
they are stockholders.1

2. The theory that de los Angeles has no
personality to bring suit in behalf of the corporation — because his
stockholding is minuscule, and there is a “conflict of interest”
between him and the PCGG — cannot be sustained, either.

It is claimed that since de los Angeles’
20 shares (owned by him since 1977) represent only .00001644% of the total
number of outstanding shares (121,645,860), he cannot be deemed to fairly and
adequately represent the interests of the minority stockholders.  The implicit argument — that a stockholder,
to be considered as qualified to bring a derivative suit, must hold a
substantial or significant block of stock — finds no support whatever in the
law.  The requisites for a derivative
suit2
are as follows:

a) the party bringing suit should be a
shareholder as of the time of the act or transaction complained of, the number
of his shares not being material;3

b) he has tried to exhaust intra-corporate
remedies, i.e., has made a demand on the board of directors for the appropriate
relief but the latter has failed or refused to heed his plea;4
and

c) the cause of action actually devolves
on the corporation, the wrongdoing or harm having been, or being caused to the
corporation and not to the particular stockholder bringing the suit.5

The bona fide ownership by a
stockholder of stock in his own right suffices to invest him with standing to
bring a derivative action for the benefit of the corporation.  The number of his shares is immaterial since
he is not suing in his own behalf, or for the protection or vindication of his
own particular right, or the redress of a wrong committed against him,
individually, but in behalf and for the benefit of the corporation.

3. Neither can the “conflict-of-interest” theory be
upheld.  From the conceded premise that
de los Angeles now sits in the SMC Board of Directors
by the grace of the PCGG, it does not follow that he is legally obliged to vote
as the PCGG would have him do, that he cannot legitimately take a position
inconsistent with that of the PCGG, or that, not having been elected by the
minority stockholders, his vote would necessarily never consider the latter’s
interests.  The proposition is not only
logically indefensible, non sequitur, but also constitutes an erroneous
conception of a director’s role and function, it being plainly a director’s
duty to vote according to his own independent judgment and his own conscience
as to what is in the best interests of the company.  Moreover, it is undisputed that apart from
the qualifying shares given to him by the PCGG, he owns 20 shares in his own
right, as regards which he cannot from any aspect be deemed to be
“beholden” to the PCGG, his ownership of these shares being precisely
what he invokes as the source of his authority to bring the derivative suit.

4. It is also theorized, on the authority of the BASECO decision,
that the PCGG has no power to vote sequestered shares of stock as an act of
dominion but only in pursuance to its power of administration.  The inference is that the PCGG’s
act of voting the stock to elect de los Angeles to the SMC Board
of Directors was unauthorized and void; hence, the latter could not bring suit
in the corporation’s behalf.  The
argument is strained and obviously of no merit. 
As already more than plainly indicated, it was not necessary for de los Angeles
to be a director in order to bring a derivative action; all he had to be was a
stockholder, and that he was — owning in his own right 20 shares of stock, a
fact not disputed by the respondents.

Nor is there anything in the Baseco
decision which can be interpreted as ruling that sequestered stock may not
under any circumstances be voted by the PCGG to elect a director in the company
in which such stock is held.  On the
contrary, that it held such act permissible is evident from the context of its
reference to the Presidential Memorandum of June 26, 1986 authorizing the PCGG,
“pending the outcome of proceedings to determine the ownership of **
sequestered shares of stock,” “to vote such shares ** at all
stockholders’ meetings called for the election of directors **,” the only caveat
being that the stock is not to be voted simply because the power to do so
exists, whether it be to oust and replace directors or to effect substantial
changes in corporate policy, programs or practice, but only “for
demonstrably weighty and defensible grounds” or “when essential to
prevent disappearance or wastage of corporate property.”

The issues raised here do not peremptorily call for a
determination of whether or not in voting petitioner de los Angeles
to the San Miguel Board, the PCGG kept within the parameters announced in Baseco; and absent any showing to the contrary,
consistently with the presumption that official duty is regularly performed, it
must be assumed to have done so.

WHEREFORE, the petition is GRANTED.  The appealed decision of the Court of Appeals
in CA-G.R. SP No. 12857 — setting aside the order of September 4, 1987 issued in SEC Case
No. 3153 and dismissing said case — is REVERSED AND SET ASIDE.  The further disposition in the appealed
decision for the issuance of a writ of preliminary injunction upon the filing
and approval of a bond of P500,000.00 by respondent
Ernest Kahn (petitioner in the Appellate Court) is also SET ASIDE, and any writ
of injunction issued pursuant thereto is lifted.  Costs against private
respondents.

SO ORDERED.

Gancayco, Griño-Aquino,
and Medialdea,
JJ., concur.

Cruz, J., No part. Related to one of the counsel.

1
Rollo, p. 68

2
(1) Soriano Shares, Inc.; (2) ASC Investors, Inc.;
(3) Roxas Shares, Inc.; (4) ARC Investors, Inc.; (5)
APHOLDINGS, INC.; (6) Toda Holdings, Inc.; (7) Fernandez Holdings, Inc.; (8)
San Miguel Officers Corps, Inc.; (9) Te Deum Resources, Inc.; (10) Anglo
Ventures Corporation; (11) First Meridian Development Inc.; (12) Rock Steel
Resources, Inc.; (13) Randy Allied Ventures, Inc.; (14) Valhalla Properties,
Limited, Inc.

3
Id., p. 68

4
Id., p. 31

1
Id., pp. 66-85

2
Id., p. 69

3
Id., pp. 32, 51; p. 2 of undated Comment of respondent Kahn filed by
reg. mail on January 23, 1989, adopted as their own by the other private
respondents thru a Manifestation dated Jan. 23, 1989

4
Undated Kahn Comment, p. 4

5
Id., pp. 3-4; SEE Resolution, G.R. Nos. 74910, 75075, 75094, 76397,
79459 and 79520, Aug. 10, 1988, at p. 3

6 Id.,
at p. 4

7 The action was docketed as Civil Case No. 13865 of
the Regional Trial Court at Makati
(Branch 149)

1 Annex 1 of Undated Kahn Comment

2 Undated Comment, p. 4

3 Rollo, pp. 7-8

4 Id., pp. 48, 49.  The
case was docketed as SEC Case No. 3152; and impleaded
as respondents were (1) Andres Soriano III, (2)
Ernest Khan, (3) Benigno Toda, Jr., (4) Antonio J. Roxas, (5) Antonio Prieto, (6)
Francisco C. Eizmendi, Jr., (7) Eduardo Soriano, (8) Ramon Garcia, (9) Ralph Karr, and (10) Abraham
F. Sarmiento (who has since severed all relations
with San Miguel Corporation and now sits in the Supreme Court as Associate
Justice thereof).  Excluded were (then
Secretary, now Senator) Aquilino Pimentel, (GSIS
General Manager) Feliciano Belmonte, (Sec.) Teodoro Locsin, Jr., and Sec.
Lourdes R. Quisumbing, who did not approve the
resolution or repudiated it.

5 Id.,
pp. 5-6

6 Morgan Guaranty & Trust Co., New
York; Chase Manhattan Bank, New
York; Hongkong &
Shanghai Banking Corporation, Hongkong

1 Rollo, p. 7; Annex
D, Amended Petition filed in SEC Case No. 3152

1 Id.,

2 SEC Order dtd Sept. 4, 1987 (Rollo,
p. 123)

3 Rollo, pp.
123-128:  Annex “I” of Petition

4 Castro-Bartolome,
J., ponente, Luciano,
J., and Cacdac, J.

1 150 SCRA 181

2 Campos, J.
and Paras, J.

3 SEE footnote 5 and related text, at p. 2, supra

1 SEE de los
Angeles’ Amended Petition of April 3, 1987 before the SEC (Rollo,
pp. 48-65)

2 SEE Resolution in G.R. Nos. 74910, 75075, 75094,
76397, 79549 and 79520, Aug. 10, 1988,
supra

3 Id.  The right of the PCGG to sequester the UCPB
stock and to vote the same was questioned in SEC Case No. 3014, which case
later became subject of G.R. No. 75075

4 G. R. No. 77663, April 12, 1988

1 Sec. 5, P.D. 902-A

2 SEE A. Agbayani,
Commercial Laws of the Philippines,
1988 ed., Vol. 3, pp. 550-552; Jose and Ma. Clara Campos, The Corporation Code,
1981 ed., pp. 574­-577; Martin, T.C., Philippine Commercial Laws, 1971 ed., p.
60

3 Pascual v. Orozco,
19 Phil. 82; Republic Bank v. Cuaderno, 19
SCRA 671

4 Everett v. Asia Banking Corporation, 49 Phil.
512; Angeles v. Santos, 64
Phil. 697

5 Evangelista v. Santos,
86 Phil. 387