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    San Miguel Corporation Vs

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    Jay-ar Teodoro
    (1) Fourteen corporations initially owned shares in San Miguel Corporation (SMC) and formed a voting trust over the shares. The trustee later fled the country after the EDSA revolution. (2) The fourteen corporations then sold their SMC shares to Neptunia Corporation, a subsidiary of SMC. However, the Presidential Commission on Good Government (PCGG) seized the shares. (3) PCGG then directed SMC to issue qualifying shares to seven individuals, including Eduardo de los Angeles, to hold the sequestered shares in trust. De los Angeles challenged a board resolution by SMC related to the seized shares.

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    San Miguel Corporation Vs

    Uploaded by

    Jay-ar Teodoro
    991 views2 pages
    (1) Fourteen corporations initially owned shares in San Miguel Corporation (SMC) and formed a voting trust over the shares. The trustee later fled the country after the EDSA revolution. (2) The fourteen corporations then sold their SMC shares to Neptunia Corporation, a subsidiary of SMC. However, the Presidential Commission on Good Government (PCGG) seized the shares. (3) PCGG then directed SMC to issue qualifying shares to seven individuals, including Eduardo de los Angeles, to hold the sequestered shares in trust. De los Angeles challenged a board resolution by SMC related to the seized shares.

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    (1) Fourteen corporations initially owned shares in San Miguel Corporation (SMC) and formed a voting trust over the shares. The trustee later fled the country after the EDSA revolution. (2) The fourteen corporations then sold their SMC shares to Neptunia Corporation, a subsidiary of SMC. However, the Presidential Commission on Good Government (PCGG) seized the shares. (3) PCGG then directed SMC to issue qualifying shares to seven individuals, including Eduardo de los Angeles, to hold the sequestered shares in trust. De los Angeles challenged a board resolution by SMC related to the seized shares.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    991 views2 pages

    San Miguel Corporation Vs

    Uploaded by

    Jay-ar Teodoro
    (1) Fourteen corporations initially owned shares in San Miguel Corporation (SMC) and formed a voting trust over the shares. The trustee later fled the country after the EDSA revolution. (2) The fourteen corporations then sold their SMC shares to Neptunia Corporation, a subsidiary of SMC. However, the Presidential Commission on Good Government (PCGG) seized the shares. (3) PCGG then directed SMC to issue qualifying shares to seven individuals, including Eduardo de los Angeles, to hold the sequestered shares in trust. De los Angeles challenged a board resolution by SMC related to the seized shares.

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    © All Rights Reserved
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    Download as docx, pdf, or txt
    of 2

    San Miguel Corporation vs.

    Khan
    G.R. No. 85339; August 11, 1989

    FACTS:
    Fourteen corporations initially acquired shares of outstanding capital stock of
    SMC and constituted a Voting Trust thereon in favor of Andres Soriano, Jr. When the
    latter died Eduardo Cojuanco was elected as the substitute trustee. However, after
    the EDSA revolution, Cojuanco fled out of the country, and subsequently an
    agreement was entered into between the 14 corporations and Andres Soriano III (as
    an agent of several persons) for the purchase of the shares held by the former.
    Actually the buyer of the shares was Neptunia Corporation, a foreign
    corporation and wholly-owned subsidiary of another subsidiary wholly owned by
    SMC. Neptunia paid the downpayment from the proceeds of certain loans. PCGG
    then sequestered the shares subject of the sale so SMC suspended all the other
    installments of the price to the sellers. The 14 corporations then sued for rescission
    and damages.
    Meanwhile, PCGG directed SMC to issue qualifying shares to seven (7)
    individuals including Eduardo de los Angeles from the sequestered shares for them
    to hold in trust. Then, the SMCs board of directors passed a resolution assuming the
    loans incurred by Neptunia for the downpayment. De los Angeles assailed the
    resolution alleging that it was not passed by the board aside from its deleterious
    effects on the corporations interest. When his efforts to obtain relief within the
    corporation proved futile, he filed this action with the SEC. Respondent directors
    alleged that de los Angeles has no legal standing having been merely imposed by
    the PCGG and that the twenty (20) shares owned by him personally cannot fairly
    and adequately represent the interest of the minority.

    ISSUE:
    WON de los Angeles have the legal standing to sue. (Derivative suit)

    HELD:
    YES. The bona fide ownership by a stockholder in his own right suffices to
    invest him with the standing to bring a derivative suit 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.
    The requisites of a derivative suit are: (1) the party bringing the suit
    should be a stockholder as of the time of the act or transactions complained of, the
    number of shares not being material; (2) exhaustion of intra-corporate remedies
    (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 (3) the cause of action actually
    devolves on the corporation and not to the particular stockholder bringing the suit.

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