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WINSTON
Garcia found a strong ally in a ranking official of the
Securities and Exchange Commission (SEC) who issued an
order taking over the jurisdiction over the corporate
intramurals at the Manila Electric Co. (Meralco), which
the SEC has already lost to regular courts under the
Securities Regulation Code.
The new
law took effect in June 2001.
Garcia
is president, general manager and vice chairman of the
board of trustees of the Government Service Insurance
System (GSIS). He owns one share but relies on GSIS’s
22.05-percent holdings in grabbing control of the
Meralco board and management from the Lopezes.
The SEC
official, Commissioner Jesus Martinez, signed the order
on the same day Garcia filed a petition —which was
Monday—questioning the validation of stockholders’
proxies and the holding of the meeting.
Apparently unknown to
Martinez, the SEC had already appointed a team of observers to
Meralco’s annual meeting. Rosalina Tesoro headed the
team appointed by SEC Chairman Fe Barin.
The
presence of another group of SEC lawyers in the meeting
surprised Tesoro, who was prompted to say she knew
“nothing about Martinez’s order.”
Ironically, if the SEC, with
Martinez
as caretaker in the absence of Barin, was quick in
acting on Garcia’s petition, Hubert Guevarra outdid him.
Guevarra
is director of the SEC’s compliance and enforcement
department. While Tesoro and her companions sat among
the stockholders at the back, Guevarra positioned
himself a few feet away from the presidential table.
Apparently, he had a reason to be in such a strategic
place in the audience: He had an urgent message to the
Lopezes. Just after the third item on the agenda, which
is the determination of a quorum, he knew he should be
quick to the draw.
After
Anthony Rosete, acting corporate secretary, announced
the presence of stockholders, either physically present
or by proxies, owning 968.382 million shares, or 86.87
percent, he declared there was a quorum.
At that
announcement of a quorum, Guevarra jumped to the
microphone near his seat. Taking the floor, he announced
the issuance of a SEC order in response to a petition
filed by Garcia. At one point, he said the order was
signed yesterday but said he did not know the date that
appeared in the order.
Winding
up, he warned about the legality of the meeting. When he
finished, Manuel Lopez, Meralco chairman, declared a
short break so that the company’s lawyers could study
the implications of the SEC’s order.
The
short break lasted two hours.
Defying
what Garcia and his supporters had repeatedly referred
to as “a lawful order,” Lopez announced the resumption
of the meeting at 11:30 a.m. Garcia himself suggested
that the Lopez Group step down and allow the SEC’s
Guevarra to conduct and supervise the meeting. The
chairman responded “noted,” a word which he would use at
every question raised by Garcia and his allies.
Guevarra
was again quick in accepting the challenge to preside
over the meeting. Making another brief speech, he said
he was not there “to stop the meeting.”
He
assured the stockholders that he was there to ensure a
smooth and orderly meeting. |
