Professional Documents
Culture Documents
of Victor Africa (Africa) who prayed that said court order the calling and
holding of the Eastern Telecommunications, Philippines, Inc. (ETPI)
annual stockholders meeting for 1992 under the [c]ourts control and
supervision and prescribed guidelines.
It is gathered that on August 7, 1991, the Presidential Commission
on Good Government (PCGG) conducted an ETPI stockholders
meeting during which a PCGG controlled board of directors was
elected. A special stockholders meeting was later convened by the
registered ETPI stockholders wherein another set of board of directors
was elected, as a result of which two sets of such board and officers
were elected.
Africa, a stockholder of ETPI, alleging that the PCGG had since
January 29, 1988 been illegally exercising the rights of stockholders of
ETPI, especially in the election of the members of the board of
[2]
Assailing the foregoing resolution, the PCGG filed before this Court
the herein first petition, docketed as G. R. No. 107789, anchored upon
the following grounds:
I
RESPONDENT SANDIGANBAYAN ACTED WITH GRAVE ABUSE OF
DISCRETION IN RULING THAT THE REGISTERED STOCKHOLDERS
OF ETPI HAD THE RIGHT TO VOTEIN SPITE OF (A) THE RULING OF
THIS HONORABLE COURT IN PCGG V. SEC AND AFRICA (G. R. NO.
82188) AND (B) A CLEAR SHOWING THAT ETPIS STOCK AND
TRANSFER BOOK WAS ALTERED AND CANNOT BE USED AS THE
BASIS TO DETERMINE WHO CAN VOTE IN A STOCKHOLDERS
MEETING.
II
RESPONDENT SANDIGANBAYAN GRAVELY ABUSED ITS
DISCRETION AND EXCEEDED ITS JURISDICTION WHEN IT HELD
THAT PCGG CANNOT VOTE AT LEAST 23.9% OF THE OUTSTANDING
CAPITAL STOCK OF ETPI.
III
WITHOUT DUE CARE AND IN RECKLESS DISREGARD OF THE
INTERESTS OF THE REPUBLIC, RESPONDENT
SANDIGANBAYAN GRAVELY ABUSED ITS DISCRETION IN
ORDERING THE HOLDING OF A STOCKHOLDERS MEETING IN ETPI
WITHOUT FIRST SETTING IN PLACE BY AMENDING THE ARTICLES
AND BY-LAWS OF ETPI TO INCORPORATE THE SAFEGUARDS
PRESCRIBED BY THIS HONORABLE COURT IN COJUANGCO V.
ROXAS.
IV
THE SANDIGANBAYAN ACTED IN EXCESS OF ITS AUTHORITY
AND/OR WITH GRAVE ABUSE OF DISCRETION IN APPOINTING (A)
ITS OWN DIVISION CLERK OF COURT TO PERFORM THE DUTIES OF
A CORPORATE SECRETARY, AND (B) ITS OWN JUSTICE SABINO DE
LEON, JR. TO CONTROL AND SUPERVISE THE STOCKHOLDERS
MEETING. (Underscoring in the original)
[6]
On April 1, 1997, Africa filed before this Court a motion to cite the
PCGG and its accomplices in contempt and to nullify the stockholders
meeting called/conducted by PCGG and its accomplices, he contending
that only this Court, and not the Sandiganbayan, has the power to
authorize the PCGG to call a stockholders meeting and vote the
sequestered shares. Africa went on to contend that, assuming that the
Sandiganbayan had such power, its Resolution of December 13, 1996
authorizing the PCGG to hold the stockholders meeting had not yet
become final because the motions for reconsideration of said resolution
were still pending. Further, Africa alleged that he was not given notice of
the meeting, and the PCGG had no right to vote the sequestered Class
A shares.
A motion for leave to intervene relative to Africas Motion to Cite the
PCGG and its Accomplices in Contempt was filed by ETPI. This Court
granted the motion for leave but ETPI never filed any pleading relative
to Africas motion to cite the PCGG in contempt.
By Resolution of February 16, 2001, the Sandiganbayan finally
resolved to deny the motions for reconsideration of its Resolution of
December 13, 1996, prompting Africa to file on April 6, 2001 before this
Court the herein second petition, docketed as G. R. No. 147214,
[12]
PCGG as follows:
a. PCGG May Not Exercise Acts of Ownership
One thing is certain, and should be stated at the outset: the PCGG cannot
exercise acts of dominion over property sequestered, frozen or provisionally
taken over. As already earlier stressed with no little insistence, the act of
sequestration[,] freezing or provisional takeover of property does not import or
bring about a divestment of title over said property; [it] does not make the
PCGG the owner thereof. In relation to the property sequestered, frozen or
provisionally taken over, the PCGG is a conservator, not an owner. Therefore,
it can not perform acts of strict ownership; and this is specially true in the
situations contemplated by the sequestration rules where, unlike cases of
receivership, for example, no court exercises effective supervision or can upon
due application and hearing, grant authority for the performance of acts of
dominion.
Equally evident is that resort to the provisional remedies in question should
entail the least possible interference with business operations or activities so
that, in the event that the accusation of the business enterprise being ill-gotten
be not proven, it may be returned to its rightful owner as far as possible in the
same condition as it was at the time of sequestration.
b. PCGG Has Only Powers of Administration
The PCGG may thus exercise only powers of administration over the property
or business sequestered or provisionally taken over, much like a court-
appointed receiver, such as to bring and defend actions in its own name; receive
rents; collect debts due; pay outstanding debts due; and generally do such other
acts and things as may be necessary to fulfill its mission as conservator and
administrator. In this context, it may in addition enjoin or restrain any actual or
threatened commission of acts by any person or entity that may render moot
and academic, or frustrate or otherwise make ineffectual its efforts to carry out
its task; punish for direct or indirect contempt in accordance with the Rules of
Court; and seek and secure the assistance of any office, agency or
instrumentality of the government. In the case of sequestered businesses
generally (i.e., going concerns, businesses in current operation), as in the case
of sequestered objects, its essential role, as already discussed, is that of
conservator, caretaker, watchdog or overseer. It is not that of manager, or
innovator, much less an owner.
c. Powers over Business Enterprises Taken Over by Marcos or Entities or
Persons Close to him; Limitations Thereon
Now, in the special instance of a business enterprise shown by evidence to have
been taken over by the government of the Marcos Administration or by entities
or persons close to former President Marcos, the PCGG is given power and
authority, as already adverted to, to provisionally take (it) over in the public
interest or to prevent * * (its) disposal or dissipation; and since the term is
obviously employed in reference to going concerns, or business enterprises in
operation, something more than mere physical custody is connoted; the PCGG
may in this case exercise some measure of control in the operation, running, or
management of the business itself. But even in this special situation, the
intrusion into management should be restricted to the minimum degree
necessary to accomplish the legislative will, which is to prevent the disposal or
dissipation of the business enterprise. There should be no hasty, indiscriminate,
unreasoned replacement or substitution of management officials or change of
policies, particularly in respect of viable establishments. In fact, such a
replacement or substitution should be avoided if at all possible, and undertaken
only when justified by demonstrably tenable grounds and in line with the stated
objectives of the PCGG. And it goes without saying that where replacement of
management officers may be called for, the greatest prudence, circumspection,
care and attention should accompany that undertaking to the end that truly
competent, experienced and honest managers may be recruited. There should
be no role to be played in this area by rank amateurs, no matter how well
meaning. The road to hell, it has been said, is paved with good intentions. The
business is not to be experimented or played around with, not run into the
ground, not driven to bankruptcy, not fleeced, not ruined. Sight should never be
lost x x x of the ultimate objective of the whole exercise, which is to turn over
the business to the Republic, once judicially established to be ill-gotten. Reason
dictates that it is only under these conditions and circumstances that the
supervision, administration and control of business enterprises provisionally
taken over may legitimately be exercised.
d. Voting of Sequestered Stock; Conditions Therefor
So, too, it is within the parameters of these conditions and circumstances that
the PCGG may properly exercise the prerogative to vote sequestered stock of
corporations, granted to it by the President of the Philippines through a
Memorandum dated June 26, 1986. That Memorandum authorizes the PCGG,
pending the outcome of proceedings to determine the ownership of * *
(sequestered) shares of stock, to vote such shares of stock as it may have
sequestered in corporations at all stockholders meetings called for the election
of directors, declaration of dividends, amendment of the Articles of
Incorporation, etc. The Memorandum should be construed in such a manner as
to be consistent with, and not contradictory to the Executive Orders earlier
promulgated on the same matter. There should be no exercise of the right to
vote simply because the right exists, or because the stocks sequestered
constitute the controlling or a substantial part of the corporate voting
power. The stock is not to be voted to replace directors, or revise the articles or
by-laws, or otherwise bring about substantial changes in policy, program or
practice of the corporation except for demonstrably weighty and defensible
grounds, and always in the context of the stated purposes of sequestration or
provisional takeover, i.e., to prevent the dispersion or undue disposal of the
corporate assets. Directors are not to be voted out simply because the power to
do so exists. Substitution of directors is not to be done without reason or rhyme,
should indeed be shunned if at all possible, and undertaken only when essential
to prevent disappearance or wastage of corporate property, and always under
such circumstances as to assure that replacements are truly possessed of
competence, experience and probity.
In the case at bar, there was adequate justification to vote the incumbent
directors out of office and elect others in their stead because the evidence
showed prima facie that the former were just tools of President Marcos and
were no longer owners of any stock in the firm, if they ever were at all. This is
why, in its Resolution of October 28, 1986[,] this Court declared that
Petitioner has failed to make out a case of grave abuse or excess of jurisdiction
in respondents calling and holding of a stockholders meeting for the election of
directors as authorized by the Memorandum of the President * * (to the PCGG)
dated June 26, 1986, particularly, where as in this case, the government can,
through its designated directors, properly exercise control and management
over what appear to be properties and assets owned and belonging to the
government itself and over which the persons who appear in this case on behalf
of BASECO have failed to show any right or even any shareholding in said
corporation.
It must however be emphasized that the conduct of the PCGG nominees in the
BASECO Board in the management of the companys affairs should henceforth
be guided and governed by the norms herein laid down. They should never for
a moment allow themselves to forget they are conservators, not owners of the
business; they are fiduciaries, trustees, of whom the highest degree of diligence
and rectitude is, in the premises, required. (Italics in the original)
The PCGG cannot thus vote sequestered shares, except when there
are demonstrably weighty and defensible grounds or when essential to
prevent disappearance or wastage of corporate property. [15]
The [public character] exceptions are based on the common-sense principle that
legal fiction must yield to truth; that public property registered in the names of
non-owners is affected with trust relations; and that the prima facie beneficial
owner should be given the privilege of enjoying the rights flowing from
the prima facie fact of ownership.
In Baseco, a private corporation known as the Bataan Shipyard and
Engineering Co. was placed under sequestration by the PCGG. Explained the
Court:
The facts show that the corporation known as BASECO was owned and
controlled by President Marcos during his administration, through nominees,
by taking undue advantage of his public office and/or using his powers,
authority, or influence, and that it was by and through the same means, that
BASECO had taken over the business and/or assets of the National Shipyard
and Engineering Co., Inc., and other government-owned or controlled entities.
Given this factual background, the Court discussed PCGGs right over
BASECO in the following manner:
Now, in the special instance of a business enterprise shown by evidence to have
been taken over by the government of the Marcos Administration or by entities
or persons close to former President Marcos, the PCGG is given power and
authority, as already adverted to, to provisionally take (it) over in the public
interest or to prevent * * (its) disposal or dissipation; and since the term is
obviously employed in reference to going concerns, or business enterprises in
operation, something more than mere physical custody is connoted; the PCGG
may in this case exercise some measure of control in the operation, running, or
management of the business itself.
Citing an earlier Resolution, it ruled further:
Petitioner has failed to make out a case of grave abuse of excess of jurisdiction
in respondents calling and holding of a stockholders meeting for the election of
directors as authorized by the Memorandum of the President * * (to the PCGG)
dated June 26, 1986, particularly, where as in this case, the government can,
through its designated directors, properly exercise control and management
over what appear to be properties and assets owned and belonging to the
government itself and over which the persons who appear in this case on behalf
of BASECO have failed to show any right or even any shareholding in said
corporation. (Italics supplied)
The Court granted PCGG the right to vote the sequestered shares because they
appeared to be assets belonging to the government itself. The Concurring
Opinion of Justice Ameurfina A. Melencio-Herrera, in which she was joined by
Justice Florentino P. Feliciano, explained this principle as follows:
I have no objection to according the right to vote sequestered stock in case of a
take-over of business actually belonging to the government or whose
capitalization comes from public funds but which, somehow, landed in the
hands of private persons, as in the case of BASECO. To my mind, however,
caution and prudence should be exercised in the case of sequestered shares of
an on-going private business enterprise, specially the sensitive ones, since the
true and real ownership of said shares is yet to be determined and proven more
conclusively by the Courts. (Italics supplied)
The exception was cited again by the Court in Cojuanco-Roxas in this wise:
The rule in this jurisdiction is, therefore, clear. The PCGG cannot perform acts
of strict ownership of sequestered property. It is a mere conservator. It may not
vote the shares in a corporation and elect the members of the board of
directors. The only conceivable exception is in a case of a takeover of a
business belonging to the government or whose capitalization comes from
public funds, but which landed in private hands as in BASECO. (Italics
supplied)
The public character test was reiterated in many subsequent cases; most
recently, in Antiporda v. Sandiganbayan. Expressly citing Cojuanco-Roxas,
this Court said that in determining the issue of whether the PCGG should be
allowed to vote sequestered shares, it was crucial to find out first whether this
were purchased with public funds, as follows:
It is thus important to determine first if the sequestered corporate shares came
from public funds that landed in private hands.
This Court summed up the rule in the determination of whether the
PCGG has the right to vote sequestered shares as follows:
In short, when sequestered shares registered in the names of private individuals
or entities are alleged to have been acquired with ill-gotten wealth, then the
two-tiered test is applied. However, when the sequestered shares in the name of
private individuals or entities are shown, prima facie, to have been (1)
originally government shares, or (2) purchased with public funds or those
affected with public interest, then the two-tiered test does not apply. Rather, the
public character exception in Baseco v. PCGG and Conjuanco Jr. v.
Roxas prevail; that is, the government shall vote the shares.
The PCGG contends, however, that it is entitled to vote the
sequestered shares in the election of the board of directors, it invoking
this Courts alleged finding in PCGG et al. v. Securities and Exchange
Commission, et al. that Africa had dissipated ETPIs assets, thus:
[21]
Under a consultancy contract, Polygon Investors and Managers, Inc. with Jose
L. Africa as Chairman and Victor Africa as President, earned from ETPI as of
1987, more than P57 million.Likewise in 1987, ETPI paid to Jose L.
Africa P1,200,000.00 as professional fees and Manuel Nieto, Jr.
another P1,200,000.00 as allowances. [22]
And it further held that the PCGG could not vote the sequestered shares
as only the owners of the shares of stock of subject corporation, their
duly authorized representatives or their proxies, may vote the said
shares, relying on this Courts ruling in Cojuangco, Jr. v. Roxas that:
[24] [25]
The rule in this jurisdiction is, therefore, clear. The PCGG cannot perform acts
of strict ownership of sequestered property. It is a mere conservator. It may not
vote the shares in a corporation and elect members of the board of
directors. The only conceivable exception is in a case of a takeover of a
business belonging to the government or whose capitalization comes from
public funds, but which landed in private hands as in BASECO.
In short, the Sandiganbayan held that the public character exception
does not apply, in which case it should have proceeded to apply the
two-tiered test. This it failed to do.
The questions thus remain if there is prima facie evidence showing
that the subject shares are ill-gotten and if there is imminent danger of
dissipation. This Court is not, however, a trier of facts, hence, it is not in
a position to rule on the correctness of the PCGGs
contention. Consequently, this issue must be remanded to the
Sandiganbayan for resolution.
II
On the PCGGs submission that the Stock and Transfer Book should
not be used as the basis for determining the voting rights of the
shareholders because some entries therein were altered by
substitution: This Court sees no grave abuse of discretion on the part of
the Sandiganbayan in ruling that:
The charge that there were alterations by substitution in the Stock and Transfer
Book is not a matter which should preclude the Stock and Transfer Book from
being the basis or guide to determine who the true owners of the shares of stock
in ETPI are. If there be any substitution or alterations, the anomaly, if at all,
may be explained by the corporate secretary who made the entries therein. At
any rate, the accuracy of the Stock and Transfer Book may be checked by
comparing the entries therein with the issued stock certificates. The fact is that
any transfer of stock or issuance thereof would necessitate an alteration of the
record by substitution. Any anomaly in any entry which may deprive a person
or entity of its right to vote may generate a controversy personal to the
corporation and the stockholder and should not affect the issue as to whether it
is the PCGG or the shareholder who has the right to vote. In other words,
should there be a stockholder who feels aggrieved by any alteration by
substitution in the Stock and Transfer Book, said stockholder may object
thereto at the proper time and before the stockholders meeting. [26]
Whether the ETPI Stock and Transfer Book was falsified and
whether such falsification deprives the true owners of the shares of their
right to vote are thus issues best settled in a different proceeding
instituted by the real parties-in-interest.
III
On the PCGGs submission that the Sandiganbayan gravely abused
its discretion when it held that it cannot vote at least 23.9% of the
outstanding capital stock of ETPI, which percentage is broken down as
follows:
Shares ceded to the government by virtue
of the Benedicto compromise - 12.8%
Shares represented by some stock
certificates found in Malacanang (at least) - 3.1%
Shares held and admitted by Manuel Nieto
to belong to then President Marcos - 8.0%
The PCGG alleges that the 12.8% indicated above represents 51% of
the combined shareholdings of Roberto S. Benedicto and his controlled
corporations amounting to 12.8% of the total equity of ETPI which was
ceded to the Republic; the 3.1% represents the shares covered by the
ETPI stock certificates endorsed in blank found in Malacaang, now in its
(PCGGs) possession, which it submits it may, under Section 34 of the
Negotiable Instruments Law, take title thereto and vote the same in the
[27]
On the question of whether the PCGG can vote all the above
shares, the Sandiganbayan, finding in the affirmative, held in its
Resolution of November 13, 1992:
Considering the Compromise Agreement entered into by the PCGG and
Roberto S. Benedicto in Civil Case No. 009 wherein Roberto S. Benedicto
assigned and transferred to the Government 12.8% of the shares of stock of
ETPI, which Compromise Agreement was made the basis of a judgment of this
Court, it is only proper that the PCGG may vote these shares in the
stockholders meeting after said judgment shall have become final and
executory. Besides, before the PCGG can vote these shares, the transfer to the
State of the shares of stock must be entered in the Stock and Transfer Book, the
entries therein being the only basis for which the stockholder may vote the said
shares.
The same ruling is made in respect to the shares of stock represented by stock
certificates found in Malacaang (3.1%) and the shares of stock allegedly
admitted by Manuel H. Nieto to belong to former President Ferdinand E.
Marcos (8.0%). (Underscoring supplied)
[29]
now moot since it is not disputed that it had long become final and
executory. Accordingly, the PCGG may vote in its name the shares
ceded to the Republic by Benedicto pursuant to the said agreement
once they are registered in its name.
With respect to the PCGGs submission that under Section 34 of the
Negotiable Instruments Law, it may take title to the shares represented
by the blank stock certificates found in Malacanang and vote the same,
the same is untenable. The PCGG assumes that stock certificates are
negotiable. They are not.
x x x [A]lthough a stock certificate is sometimes regarded as quasi-negotiable,
in the sense that it may be transferred by delivery, it is well settled that the
instrument is non-negotiable, because the holder thereof takes it without
prejudice to such rights or defenses as the registered owner or creditor may
have under the law, except insofar as such rights or defenses are subject to the
limitations imposed by the principles governing estoppel. [32]
That the PCGG found the stock certificates endorsed in blank does
not necessarily make it the owner of the shares represented
therein. Their true ownership has to be ascertained in a proper
proceeding. Similarly, the ownership of the Nieto shares has yet to be
adjudicated. That they allegedly belong to former President Marcos
does not make the PCGG its owner. The PCGG must, in an appropriate
proceeding, first establish that they truly belong to the former President
and that they were ill- gotten. Pending final judgment over the
ownership of these shares, the PCGG may not register and vote the
Nieto and the Malacaang shares in its name. If the Sandiganbayan
finds, however, that there is evidence of dissipation of these shares, the
PCGG may vote the same as conservator thereof.
IV
On the PCGGs imputation of grave abuse of discretion upon the
Sandiganbayan for ordering the holding of a stockholders meeting to
elect the ETPI board of directors without first setting in place, through
the amendment of the articles of incorporation and the by-laws of ETPI,
the safeguards prescribed in Cojuangco, Jr. v. Roxas: This Court laid
[33]
and rule upon the objections that may be raised by some stockholders,
the Sandiganbayan would be faced with the anomaly of eventually [37]
This is another reason for the denial of the motion to cite the PCGG
and its accomplices in contempt.
VII
FINALLY, the question on the validity of the PCCGs voting the Class
A shares to increase the authorized capital stock of ETPI.
In his petition in G. R. No. 147214, Africa faults the Sandiganbayan
for failing to acknowledge, in its Resolution of February 16, 2001, the
Decisions of this Court declaring that his shares in ETPI and those of
[45]
PCGG, should have been allowed to vote their respective shares during
the meeting.
Two matters require clarification at this point. First, that this Court
rendered decisions holding that the shares of Africa, AEROCOM
and POLYGON are not or are no longer sequestered is of little
consequence since the decisions were promulgated after the
Sandiganbayan issued its resolution granting the PCGG authority to call
and hold the stockholders meeting to increase the authorized capital
stock. At that time, the shares were presumed to have been regularly
sequestered. The more fundamental question that confronts this Court
is: Was the PCGG entitled to vote the sequestered shares in the
stockholders meeting of March 17, 1997?
Second, the PCGG correctly argues that Africa has no cause of
action to claim on behalf of AEROCOM and POLYGON that these two
companies are entitled to vote their respective shares in the
stockholders meeting to increase ETPIs authorized capital stock. The
claim is personal to AEROCOM and POLYGON. Nevertheless, this
does not preclude Africa from invoking his own right as a small
stockholder of ETPI to vote in the stockholders meeting for the purpose
of increasing ETPIs authorized capital stock. The PCGG maintains,
however, that it is entitled to vote said shares because this Court, by its
claim, recognized in PCGG v. SEC, supra, that ETPIs assets were
being dissipated by the BAN (Benedicto, Africa, Nieto) Group, thus:
Under the Management of Cable and Wireless ETPI grew and prospered. But
when its dividends, which were paid in dollars to the BAN Group, began to run
into millions, said group also started to intervene in the corporations operations
and management. Requests for employment of family relatives and high
salaries for them were made. The BAN Group likewise placed the majority of
their individual stockholdings in three separate companies, namely: Aerocom
Investors, Universal Molasses, and Polygon, so that in 1986, the ownership of
the Class A stocks of the corporation was as follows:
Roberto S. Benedicto - 3.3 percent
Universal Molasses Corp. - 16.6 percent
Manuel Nieto, Jr. - 2.2 percent
Nieto's relatives - 3.3 percent
Aerocom Investors and
Managers Inc. - 17.5 percent
Jose Africa - 2.2 percent
Africa's relatives - .3 percent
Polygon Investors and
Managers Inc. - 17.5 percent
By the end of 1987, the initial capital of P1M of the BAN Group, its
corporations and relatives had grown to the astronomical sum
of P784,185,198.00. Cash dividends paid to them as of 1986 had amounted
to P225,845,000.00 even as another P180,000,000.00 is due them for 1987, for
a grand total of P405,845,000.00. In 1984, cash dividends to the BAN Group,
et al. in the amount of $1M were remitted to the United States.
Under a consultancy contract, Polygon Investors and Managers with Jose L.
Africa as Chairman and his son, Victor Africa as President, earned
from ETPI as of 1987 more than P57M. Likewise in 1987, ETPI paid to Jose
L. Africa P1,200,000.00 as professional fees and Manuel H. Nieto, Jr., another
P1,200,000.00 as allowances. [48]
As stated early on, however, the foregoing narration does not constitute
a finding of fact.
The PCGG further submits that the Sandiganbayan found prima
facie evidence for the issuance of the writ of sequestration covering the
Class A shares of ETPI. Such reliance on the Sandiganbayans ruling is
misplaced because the issue is not whether there is prima
facie evidence to warrant sequestration of the shares, but whether there
isprima facie evidence showing that the shares are ill-
gotten and whether there is evidence of dissipation of assets to warrant
the voting by the PCGG of sequestered shares. As to the latter issue,
the Sandiganbayan held in the affirmative in this wise:
x x x [T]he propriety and legality of allowing the PCGG to cause the holding of
a stockholders meeting of the ETPI for the purpose of electing a new Board of
Directors or effecting changes in the policy, program and practices of said
corporation (except for the specified purpose of amending the right of first
refusal clause in ETPIs Articles of Incorporation and By Laws) and impliedly
to vote the sequestered shares of stocks has been upheld by the Supreme
Court in the case of PCGG vs. SEC, PCGG vs. Sandiganbayan, et al., G.R. No.
82188, promulgated June 30, 1988 x x x. (Underscoring supplied)
[49]