Happy days, order back at Okada Manila
We believe that the order from the PAGCOR affirms our position in the intra-corporate dispute in Okada Manila. It is consistent with both the letter and spirit of the SQAO of the Supreme Court. We are hopeful that both the High Tribunal and the Court of Appeals will agree and this issue can be put to rest very soon
The group of businessman Antonio “Tonyboy” Cojuangco was ordered to cease and desist by the Philippine Amusement and Gaming Corp. (PAGCOR) in furtherance of the Status Quo Ante Order (SQAO) earlier issued by the Supreme Court in relation to the management and operation of the contested Okada Manila. This allows Tiger Resort Asia Ltd. (TRAL) to successfully reinstate its legitimate board members in Tiger Resort Leisure and Entertainment Inc. (TRLEI) and fully regain control of the resort and casino.
Despite the minor and brief scuffle, as Kazuo Okada’s self-appointed board tried to bar government authorities from entering Okada Manila, the transition was generally peaceful. The representatives of PAGCOR were assisted by officers of the Philippine National Police (PNP) in enforcing the order.
Government officers served upon the illegally-appointed board of directors of Okada Manila, their representatives, and non-employees a resolution from PAGCOR dated 2 September 2022.
Signed by Acting Corporate Secretary Jessa Mariz R. Fernandez, the PAGCOR resolution stated that the gaming regulator has decided to withdraw the recognition of the Okada Manila board of directors created on 2 May 2022, as the Supreme Court’s SQAO dated 27 April 2022 only resulted in the return of Kazuo Okada as stockholder, director, chairman and CEO of TRLEI.
As such, Dindo A. Espeleta, Antonio O. Cojuangco, Maximo Modesto, Joel C. Flores, Tetsuya Yokota, and Hiroshi Kawamura are ordered to “cease and desist from discharging their functions in connection with Okada Manila’s casino operations.”
Furthermore, they are barred from “disbursing funds in the Okada Manila cage and to peacefully vacate the gaming premises of Okada Manila’s casino and offices.”
“We believe that the order from the PAGCOR affirms our position in the intra-corporate dispute in Okada Manila. It is consistent with both the letter and spirit of the SQAO of the Supreme Court. We are hopeful that both the High Tribunal and the Court of Appeals will agree and this issue can be put to rest very soon,” TRAL Director Kenshi Asano said.
Despite the illegally-appointed board’s last-minute efforts to sabotage the transition by disabling most of the property’s elevators for several hours, including those for the customers, the management and operations of Okada Manila were turned over to the TRAL-backed board led by TRLEI President Byron Yip and are fully under their control since Friday. There is also CCTV video footage of the Kazuo group shredding documents in hotel room 866, which was being used as an executive office, and employee Gilbert Giazon removing boxes of documents from the property.
To recall, Kazuo Okada and his henchmen Espeleta and Cojuangco stormed Okada Manila in May, forcibly and violently taking over the premises and installing themselves as the new board of Okada Manila, citing the SQAO issued by the Supreme Court.
Department of Justice (DoJ) Secretary Jesus Crispin C. Remulla issued a formal agency opinion on the matter, assuring PAGCOR of its authority to exercise its regulatory powers on corporate disputes concerning its stakeholders such as casino operators.
“We believe that the status quo ante order of the Supreme Court mandated only the return of Mr. Okada as stockholder, director, chairman, and CEO of TRLEI. It did not empower him to reconvene or form a new board of directors. The strict interpretation of the SQAO is even expressly directed by the Supreme Court in its resolution of the motion for reconsideration that was filed to clarify the High Court’s intent in issuing the SQAO,” Remulla said in the document dated 01 September 2022.
Kazuo Okada will be recognized in the Board for now in view of the SQAO which temporarily restored him to his position prior to his ouster. His fate will be decided by the Supreme Court once the Court of Appeals submits its findings to the said Tribunal pursuant to an earlier Resolution it issued.
“While we have successfully retaken control over the management and premises of Okada Manila, we will remain focused on resolving this matter with finality. A favorable outcome will help the Philippines regain the trust of international investors,” Asano added.
OKADA TUSSLE TIMELINE
• Businessman Tomohiro Okada, who legally controls integrated casino resort Okada Manila, has been asking his father Kazuo Okada, known in Japan as the “Pachinko King,” to vacate Okada Manila and cease their “perversion” of the temporary relief that the Philippine Supreme Court issued in April this year.
• The Japanese Supreme Court has ruled with finality that Tomohiro rightfully controls the voting rights of 53.27 percent of Okada Holdings Ltd., the parent company, while the rest are held by his disgruntled father Kazuo. This Japanese Supreme Court ruling settled the issue in an intra-corporate dispute filed by Tomohiro’s sister, Hiromi.
• In 2017, Tomohiro, who then only held 43.48 percent of the shares of OHL, signed a Trust Agreement with his sister Hiromi, who then held 9.78 percent of the shares in OHL, granting Tomohiro control over Hiromi’s shareholding.
• The Trust Agreement is legally binding for 30 years. This means that Kazuo cannot regain control over the company for three decades unless Tomohiro sells his shares or rescinds the Trust Agreement.
Given the finality of the Japanese Supreme Court ruling, all the other cases purportedly filed by Kazuo in Chiba, Japan, assailing the majority control of his son Tomohiro are exercises in futility — like all his previous attempts that all fell flat.
Through his majority stake in OHL, Tomohiro controls Tokyo-listed Universal Entertainment Corp., which wholly owns Hong Kong-based Tiger Resorts Asia Ltd. Tiger Resort Leisure and Entertainment Inc., which operates Okada Manila, is 99.99-percent owned by TRAL.
• Kazuo and his allies Tonyboy Cojuangco and Dindo Espeleta have been illegally sitting as members of the board of directors in Okada Manila, claiming that their illegal and violent takeover of the integrated casino resort is covered by a mere status quo ante order issued by the Philippine Supreme Court.
• In appointing officers, Kazuo illegally issued shares to his representatives. Kazuo was never granted his petition to designate and issue nominal shares to directors or officers. However, he appointed Espeleta, and several others — who were never part of the 2017 TRLEI board of directors — as part of his board, a direct disregarding of the SQAO’s provisions;
• With the disruptions made by Kazuo to the operations of Okada Manila as well as TRAL and UEC, UEC and TRAL are bent on bringing him to court in Hong Kong, where TRAL is registered. TRAL intends to pursue expedited civil action to obtain a restraining order against Kazuo Okada to protect its rights as the lawful controlling shareholder of TRLEI;
• The acts of Kazuo Okada and his allies fall into serious violation of Hong Kong law, including falsification of official documents, fraud, and embezzlement, and thus, UEC and TRAL said they will file criminal charges against them with the Hong Kong authorities.
• Last week, tension arose anew at the Okada Manila after more than 50 employees and the Philippine Amusement and Gaming Corporation, headed by a member of the ousted board and accompanied by members of the Philippine National Police, stormed the casino hotel on Friday in an attempt to take over the facility.
• This was after the current TRLEI board was ordered to cease from further disbursing funds in the Okada Manila cage and to vacate the gaming premises of the casino and its offices, the order followed the status quo ante order issued by the Supreme Court last 27 April reinstating Japanese gaming tycoon Kazuo Okada as CEO and chairman.
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