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Your Honors, we humbly believe that the SEC did not ruled
hastily over the case of Rappler. It is only just and equitable to revoke
the certificate of incorporation as it violated the mother of all our law,
our Constitution. Taking into consideration the very meaning of
“Corporation’, as it is an “artificial being” created by “operation of the
law”, meaning to say, the law creates or permits the existence of a
corporation and the law may also effect its dissolution. It is within the
ambit of the power of the government through its instrumentality, the
SEC, as provided also in our laws. It is pursuant to the Securities
Regulation Code,
Section 5, paragraph (m) “Power and Functions of the Commission”
states that:
Xxx m) “Suspend, or revoke, after proper notice and hearing the
franchise or certificate of registration of corporations, partnerships or
associations upon any of the grounds provided by law”. When
suspension or revocation is the means sanctioned by the proper
authority to the person who violated the law, with accordance to the
rules and regulations, the enforcement and implementation of
the sanction should be upheld and be respected no matter how
excruciating it is. Time and time again, the legal maxim Dura Lex Sed
Lex is very much applicable in any ruling where Good faith becomes a
shield by perpetrators with their commencement of the crime.
But again, one must bear in mind that – the Law may
be harsh, but it is the law.
Equal Protection…
Piercing…
With regard to the piercing of the corporate veil to revoke also the
certificate of incorporation of the parent company, Your Honors, we
respectfully believe that it is proper to pierce Rappler Inc. and also go
against Rappler Holdings, for it is clear and convincingly established,
based on the investigation conducted by the Special Hearing panel that
there exists fraud, complete domination and injury which makes their
case falling under the alter ego doctrine which was supported by our
pleadings regarding their meaning and application in order to pierce
the corporation. It is not merely presumed. I am inviting this Honorable
Court to look to the evidence gathered by the SEC special panel which
is impleaded by this Office of the Solicitor General.
Your Honors, there is complete domination in this case, because
the parent company which is the Rappler Holdings Company which was
made by the Rappler Incorporated to be its instrumentality, however,
its separate existence and distinct personality was being ignored, with
no separate mind, will, or existence of its own.
There is also the existence of fraud and deceit, when RHC was
used to cover itself under the cloak of the personality of Rappler Inc. in
order to sell its PDRs to Omidyar to grant them control. Such cannot be
noticed ordinarily by the public or the corporation without a thorough
investigation which was made and Yes, they did undergo due process
and within that process, fraud was seen. Their denial of the allegations
against them cannot suffice the facts established by the SEC which is
already clear and convincing and cannot be susceptible to further
interpretations. Hence, it is not merely presumed.