CASE 2014-0055: SECURITIES AND EXCHANGE COMMISSION, Petitioner, -versus – THE HONORABLE COURT OF APPEALS, OMICO CORPORATION, EMILIO S. TENG AND TOMMY KIN HING TIA, Respondents; ASTRA SECURITIES CORPORATION, Petitioner, VERSUS OMICO CORPORATION, EMILIO S. TENG AND TOMMY KIN HING TIA, Respondents (G.R. No. 187702, G.R. No. 189014, 22 OCTOBER 2014, SERENO, J.) BRIEF TITLE: SEC VS. CA; OMICO CORP ET AL VS. CA..
DISPOSITIVE:
“WHEREFORE, the petition in G.R. No. 187702 is EXPUNGED for lack of capacity of petitioner to file the suit.
The petition in G.R. No. 189014 is DENIED. The Court of Appeals Decision dated 18 March 2009 and Resolution dated 9 July 2009 in CA-G.R. SP No. 106006 are AFFIRMED.
SO ORDERED.”
SUBJECTS/DOCTRINES/DIGEST:
WHO HAS JURISDICTION OVER CONTROVERSIES INVOLVING THE VALIDATION OF PROXIES, THE SEC OR THE REGULAR COURTS?
IF THEY ARE RELATED TO ELECTION CONTESTS, IT IS THE REGULAR COURTS WHO HAVE JURISDICTION UNDER THE INTERIM RULES OF PROCEDURE GOVERNING INTRA-CORPORATE CONTROVERSIES. IN ALL OTHER CASES IT IS THE SEC WHO HAS JURISDICTION.
The Court explained that the power of 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.
WAS IT PROPER FOR SEC TO FILE A PETITION QUESTIONING THE DECISION OF CA?
NO BECAUSE SEC IS NOT THE REAL PARTY IN INTEREST.
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.
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