SEC has no jurisdiction over controversies arising from the validation of proxies for the election of the directors of a corporation.

G.R. No. 187702               October 22, 2014

SECURITIES AND EXCHANGE COMMISSION, Petitioner,
vs. THE HONORABLE COURT OF APPEALS, OMICO CORPORATION, EMILIO S. TENG AND TOMMY KIN HING TIA, Respondents.

x - - - - - - - - - - - - - - - - - - - - - - - x

G.R. No. 189014

ASTRA SECURITIES CORPORATION, Petitioner,
vs. OMICO CORPORATION, EMILIO S. TENG AND TOMMY KIN HING TIA, Respondents.

"x x x.

ISSUE

Whether the SEC has jurisdiction over controversies arising from the validation of proxies for the election of the directors of a corporation.

OUR RULING

About a month after the CA issued the assailed Decision, this Court promulgated GSIS v. CA,31 which squarely answered the above issue in the negative.

In that case, we observed that Section 632 (g) of Presidential Decree No. (P.D.) 902-A dated 11 March 1976 conferred on SEC the power "[t]o pass upon the validity of the issuance and use of proxies and voting trust agreements for absent stockholders ormembers." Section 6, however, opens thus: "In order to effectively exercise such jurisdiction x x x." This opening clearly refers to the preceding Section 5.33 The Court pointed out therein that the power to pass upon the validity of proxies was merely incidental or ancillary to the powers conferred on the SEC under Section 5 of the same decree. With the passage of the SRC, the powers granted to SEC under Section 5 were withdrawn, together withthe incidental and ancillary powers enumerated in Section 6.

While the regular courts now had the power to hear and decide cases involving controversies in the election of directors, it was not clear whether the SRC also transferred to these courtsthe incidental and ancillary powers of the SEC as enumerated in Section 6 of P.D. 902-A. Thus, in GSIS v. CA, it was necessary for the Court to determine whether the action to invalidate the proxies was intimately tied to an election controversy. Hence, the Court pronounced:

Under Section 5(c) of PresidentialDecree No. 902-A, in relation to the SRC, the jurisdiction of the regular trial courts with respect to election related controversies is specifically confined to "controversies in the election or appointment of directors, trustees, officers or managers of corporations, partnerships, or associations." Evidently, the jurisdiction of the regular courts over so-called election contests or controversies under Section 5 (c) does not extend toevery potential subject that may be voted on by shareholders, but only to the election of directors or trustees, in which stockholders are authorized to participate under Section 24 of the Corporation Code.

This qualification allows for a useful distinction that gives due effect to the statutory right of the SEC to regulate proxy solicitation, and the statutory jurisdiction of regularcourts over election contests or controversies. The power of the SEC toinvestigate violations of its rules on proxy solicitation is unquestioned whenproxies are obtained to vote on matters unrelated to the cases enumerated under Section 5 of Presidential Decree No. 902-A. However, when proxies are solicited in relation to the election of corporate directors, the resulting controversy, even if it ostensibly raised the violation of the SEC rules on proxy solicitation, should be properly seen as an election controversy within the original and exclusive jurisdiction of the trial courts by virtue of Section 5.2 of the SRC in relation to Section 5 (c) of Presidential Decree No. 902-A.

The conferment of original and exclusive jurisdiction on the regular courts over such controversies in the election of corporate directors must be seen as intended to confine to one body the adjudication of all related claims and controversy arising from the election of such directors. For that reason, the aforequoted Section 2, Rule 6 of the Interim Rules broadly defines the term "election contest" as encompassing all plausible incidents arising from the election ofcorporate directors, including: (1) any controversy or dispute involving title or claim to any elective office in a stock or nonstock corporation, (2) the validation of proxies, (3) the manner and validity of elections and (4) the qualifications of candidates, including the proclamation of winners. If all matters anteceding the holding of such election which affectits manner and conduct, such as the proxy solicitation process, are deemed within the original and exclusive jurisdiction of the SEC, then the prospect of overlapping and competing jurisdictions between that body and the regular courts becomes frighteningly real. From the languageof Section 5 (c) of Presidential Decree No. 902-A, it is indubitable that controversies as to the qualification of voting shares, or the validity of votes cast in favor of a candidate for election to the board of directors are properly cognizable and adjudicable by the regular courts exercising original and exclusive jurisdiction over election cases.34 x x x.

The ruling harmonizes the seeming conflict between the Amended SRC Rules promulgated by the SEC and the Interim Rules of Procedure Governing Intra-Corporate Disputes promulgated by the Court.

SRC Rule 20(11)(b)(xxi) of the Amended SRC Rules provides:

SRC RULE 20.

Disclosures to Stockholders Prior to Meeting

(formerly, SRC Rule 20 – The Proxy Rule)

x x x x

11. Other Procedural Requirements

x x x x

b. Proxy

x x x x

xxi. In the validation of proxies, a special committee of inspectors shall be designated or appointed by the Board of Directors which shall be empoweredto pass on the validity of proxies. Any dispute that may arise pertaining thereto, shall be resolved by the Securities and Exchange Commission upon formal complaint filed by the aggrieved party, or by the SEC officer supervising the proxy validation process. (Emphasis supplied)

On the other hand, these are the provisions of Section 1, Rule 1; and Section 2, Rule 6 of the Interim Rules of Procedure Governing IntraCorporate Disputes:

RULE 1
General Provisions

SECTION 1. (a) Cases Covered– These Rules shall govern the procedure to be observed in civil cases involving the following:

a) Devices or schemes employed by, or any act of, the board of directors, business associates, officers or partners, amounting to fraud or misrepresentation which may be detrimental to the interest of the public and/or of the stockholders, partners, or members of any corporation, partnership, or association;

b) Controversies arising out of intra-corporate, partnership, or association relations, between and among stockholders, members, or associates; and between, any or all of them and the corporation, partnership, or association of which they are stockholders, members, or associates, respectively;

c) Controversies in the election or appointment of directors, trustees, officers, or managers of corporations, partnerships, or associations;

d) Derivative suits; and

e) Inspection of corporate books.

x x x x

RULE 6
Election Contests

x x x x

SECTION 2. Definition. – An election contest refers to any controversy or dispute involvingtitle or claim to any elective office in a stock or nonstock corporation, the validation of proxies, the manner and validity of elections, and the qualifications of candidates, including the proclamation of winners, to the office of director, trustee or other officer directly elected by the stockholders in a close corporation or by members of a non-stock corporation where the articles of incorporation or by-laws so provide. (Emphases supplied)

The Court explained that the powerof the SEC to regulate proxies remains in place in instances when stockholders vote on matters other than the election of directors.35 The test is whether the controversy relates to such election. All matters affecting the manner and conduct of the election of directors are properly cognizable by the regular courts. Otherwise, these matters may be brought before the SEC for resolution based on the regulatory powers it exercises over corporations, partnerships and associations.

Astra endeavors to remove the instant case from the ambit of GSIS v. CAby arguing that 1) the validation of proxies in this case relates to the determination of the existence of a quorum; and 2) no actual voting for the members of the board of directors was conducted, as the directors were merely elected by motion.

Indeed, the validation of proxies in this case relates to the determination of the existence of a quorum.1âwphi1 Nonetheless, it is a quorum for the election of the directors, and, assuch, which requires the presence – in person or by proxy – of the owners of the majority of the outstanding capital stock of Omico.36 Also, the fact that there was no actual voting did not make the election any less so, especially since Astra had never denied that an election of directors took place.

We find no merit either in the proposal of Astra regarding the "two (2) viable, non-exclusive and successive legal remedies to question the validity of proxies."37 It suggests that the power to pass upon the validity of proxies to determine the existence of a quorum prior to the conduct of the stockholders’ meeting should lie with the SEC; but, after the stockholders’ meeting, questions regarding the use of invalid proxies in the election of directors should be cognizable by the regular courts, since there was already an election to speak of.

First, this interpretation is akin to the argument struck down by the Court in GSIS v. CA. If the Court adopts the suggestion, "we would be perpetually confronted with the spectacle of election controversies being heard and adjudicated by both the SEC and the regular courts, made possible through a mere allegation that the anteceding x x x process was errant, but the competing cases [were] filed with one objective in mind - to affect the outcome of the election of the board of directors."38

Second, the validation of proxies serves a number of purposes, including determining the existence of a quorum and ascertaining the authenticity of proxies to be used for the election of directors at the stockholders' meeting. Section 2, Rule 6, of the Interim Rules of Procedure Governing Intra-Corporate Disputes provides that an election contest covers any controversy or dispute involving the validation of proxies, in general. Thus, it can only refer to all the beneficial purposes that validation of proxies can bring about when made in connection with a forthcoming election of directors. Thus, there is no point in making distinctions between who has jurisdiction before and who has jurisdiction after the election of directors, as all controversies related thereto - whether before, during or after - shall be passed upon by regular courts as provided by law. The Court closes with an observation.

As in the instant cases, GSIS v. CA is a consolidation of two cases, one of which was filed by a private party and the other by the SEC itself. In both cases, the parties were aggrieved by the CA ruling, so they filed the cases seeking a pronouncement from the Court that it recognizes the jurisdiction of the SEC over the controversy.

Calling to mind established jurisprudential principles, the Court therein ruled that quasi-judicial agencies do not have the right to seek the review of an appellate court decision reversing any of their rulings.39 This is because they are not real parties-in-interest. Thus, the Court expunged the petition filed by the SEC for the latter's lack of capacity to file the suit. So it must be in the instant cases.

x x x."