Complaints filed vs. RCI execs over corpo law offense

A criminal complaint has been filed against top officials of Roxas and Company, Inc. (RCI), the listed holding firm of the Roxas Group of Companies, for alleged corporate law violations.

In a stock exchange filing, RCI disclosed that Chairman Pedro Roxas, President and Chief Executive Officer Edgar Arcos, and Assistant Corporate Secretary Melchor Manalo received a subpoena dated 5 August from the Office of the City Prosecutor of Makati City on 13 August.

The court summons involves Roxas and Arcos in connection with the complaint-affidavit filed by newspaper columnist Victor Agustin through his counsel, Villaraza & Angangco Law, on July 26. The complaint concerns the “Violation of Right to Inspect the Corporate Books under Section 73 in relation to Sections 163 and 171 of the Revised Corporation Code.”

The Office of the City Prosecutor of Makati City will conduct a preliminary investigation.

In his complaint, Agustin emphasized that the Revised Corporation Code upholds the right of shareholders to request an inspection of corporate records. He asserted that any unjustified denial of this right constitutes a criminal offense. Agustin claimed that he made formal requests for such inspection on 7 and 10 June, but the company denied both requests.

Agustin described RCI’s repeated refusal to provide him access to corporate records: “Indeed, the respondents are grasping at straws to conjure a way to prohibit me from exercising my statutory right to inspect the corporate records of RCI.”

The newspaper columnist stated that his intention in reviewing RCI's books “is to protect my investment in the company against any act that diminishes its value.”

Agustin highlighted several transactions in January as "questionable." Among these was the sale of 66.9 million treasury shares at P0.44 per share shortly after significant developments in RCI's land disputes, which were not disclosed to the Philippine Stock Exchange (PSE) at the time of the sale.

Additionally, in May, RCI's directors and related parties purchased 300 million treasury shares at a discounted price of P2 each.

Agustin has specifically sought information on the list of buyers of RCI's treasury shares sold over the past year, the terms of the sale, and their connection to RCI’s current and previous directors and officers, if any. This includes whether Pesan Holdings, Inc. (“Pesan”), SPCI Holdings, Inc., Pedro Roxas, Maria Carmen Roxas Elizalde, or any of her affiliates or associates purchased any of the treasury shares.

RCI's main holdings include raw real estate in Nasugbu, Batangas, sugar-related assets, and businesses held through Roxas Holdings, Inc.