141 Gokongwei v. SEC (De Leon)

CASE Gokongwei v.
SEC AUTHOR: De Leon

[G.R. No. DATE] G.R. No. L-45911 April 11, 1979
TOPIC: Inspection
PONENTE: ANTONIO, J.
FACTS:
This is a petition for “declaration of nullity of amended by-laws, cancellation of certificate of filing of
amended by-laws and damages” filed by petitioner John Gokongwei against the majority of the members of the
Board of Directors. He has the ff causes of action:
1. that the Board in amending the by-laws, had no authority to do so because it was based on the a
1961 authorization and the amendment being contested was in 1976, and the authorization should have been
based on votes made according to the 1976 shares, not the 1961 shares,
2. the authority granted in 1961 had already been exercised in 1962 and 1963, after which the
authority of the Board ceased to exist,
3. membership of the Board changed since 1961, there are 6 new directors,
4. that prior to the amendment of the by-laws 1, he had all the qualifications to be a director (he was a
substantial stockholder) and the aamended by-laws disqualified him and deprived him of a vested right to be
voted,
5. that the corporation has no inherent power to disqualify a stockholder from being elected and
therefore it is an ultra vires and void act.
It was prayed that the amended by-laws be declared null and void and the certificate of filing be cancelled, and
that individual respondents be made to pay damages, in specified amounts, to petitioner.
On October 28, 1976, in connection with the same case, petitioner filed with the Securities and Exchange
Commission an "Urgent Motion for Production and Inspection of Documents", alleging that the Secretary of
respondent corporation refused to allow him to inspect its records despite request made by petitioner for
production of certain documents enumerated in the request, and that respondent corporation had been attempting
to suppress information from its stockholders despite a negative reply by the SEC to its query regarding their
authority to do so. Among the documents requested to be copied were:
 minutes of the stockholder's meeting field on March 13, 1961,
 copy of the management contract between San Miguel Corporation and A. Soriano Corporation
(ANSCOR);
 latest balance sheet of San Miguel International, Inc.;
 authority of the stockholders to invest the funds of respondent corporation in San Miguel International,
Inc.; and
 Lists of salaries, allowances, bonuses, and other compensation, if any, received by Andres M. Soriano,
Jr. and/or its successor-in-interest.
The Securities and Exchange Commission resolved the motion for production and inspection of documents:
…As to the Balance Sheet of San Miguel International, Inc. as well as the list of salaries, allowances, bonuses,
compensation and/or remuneration received by respondent Jose M. Soriano, Jr. and Andres Soriano from San
Miguel International, Inc. and/or its successors-in- interest, the Petition to produce and inspect the same is
DENIED, as petitioner-movant is not a stockholder of San Miguel International, Inc. and has, therefore, no
inherent right to inspect said documents.
1
ISSUE(S): W/N respondent SEC gravely abused its discretion in denying petitioner's request for an examination
of the records of San Miguel International Inc., a fully owned subsidiary of San Miguel Corporation
HELD: Yes
RATIO:
Pursuant to the second paragraph of section 51 of the Corporation Law, "(t)he record of all business transactions
of the corporation and minutes of any meeting shall be open to the inspection of any director, member or
stockholder of the corporation at reasonable hours."
The stockholder's right of inspection of the corporation's books and records is based upon their ownership of the
assets and property of the corporation. It is, therefore, an incident of ownership of the corporate property,
whether this ownership or interest be termed an equitable ownership, a beneficial ownership, or a ownership.
This right is predicated upon the necessity of self-protection. It is generally held by majority of the courts that
where the right is granted by statute to the stockholder, it is given to him as such and must be exercised by him
with respect to his interest as a stockholder and for some purpose germane thereto or in the interest of the
corporation. In other words, the inspection has to be germane to the petitioner's interest as a stockholder, and has
to be proper and lawful in character and not inimical to the interest of the corporation.
While the right of a stockholder to examine the books and records of a corporation for a lawful purpose is a
matter of law, the right of such stockholder to examine the books and records of a wholly-owned subsidiary of
the corporation in which he is a stockholder is a different thing.
Some state courts recognize the right under certain conditions, while others do not. It has been held that where a
corporation owns approximately no property except the shares of stock of subsidiary corporations which are
merely agents or instrumentalities of the holding company, the legal fiction of distinct corporate entities may be
disregarded and the books, papers and documents of all the corporations may be required to be produced for
examination, and that a writ of mandamus, may be granted, as the records of the subsidiary were, to all intents
and purposes, the records of the parent even though subsidiary was not named as a party. mandamus was
likewise held proper to inspect both the subsidiary's and the parent corporation's books upon proof of sufficient
control or dominion by the parent showing the relation of principal or agent or something similar thereto.
On the other hand, mandamus at the suit of a stockholder was refused where the subsidiary corporation is a
separate and distinct corporation domiciled and with its books and records in another jurisdiction, and is not
legally subject to the control of the parent company, although it owned a vast majority of the stock of the
subsidiary. Likewise, inspection of the books of an allied corporation by stockholder of the parent company
which owns all the stock of the subsidiary has been refused on the ground that the stockholder was not within the
class of "persons having an interest."
In the case at bar, considering that the foreign subsidiary is wholly owned by respondent San Miguel
Corporation and, therefore, under its control, it would be more in accord with equity, good faith and fair
dealing to construe the statutory right of petitioner as stockholder to inspect the books and records of the
corporation as extending to books and records of such wholly subsidiary which are in respondent
corporation's possession and control.
CASE LAW/ DOCTRINE:
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DISSENTING/CONCURRING OPINION(S):

141 Gokongwei v. SEC (De Leon)

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