Majority Stockholders vs Lim Background:

Date: June 6, 2011 - Ruby Industrial Corporation (RUBY) is a domestic corporation engaged
Ponente: Villarama, Jr., J. in glass manufacturing. Due to liquidity problems, it filed on December
Digest by Ces 13, 1983 a petition for suspension of payments with the SEC.
- On December 20, 1983, SEC declared RUBY under suspension of
payments and enjoined the disposition of its properties pending
hearing of the petition.
- The SEC Hearing Panel created the management committee
(MANCOM) for RUBY, composed of representatives from some of its
creditors, and RUBY represented by Yu Kim Giang. The MANCOM was
tasked to: (1) manage RUBY; (2) take custody of its assets and
liabilities; (3) evaluate its operations; (4) determine the best way to
protect its investors and creditors; and (5) evaluate the proposed
rehabilitation plan.
- 2 rehabilitation plans were submitted to the SEC: the BENHAR/RUBY
Rehabilitation Plan of the majority stockholders led by Yu Kim Giang,
and the Alternative Plan of the minority stockholders represented by
Miguel Lim.
- BENHAR/RUBY Plan: Benhar International, Inc. (BENHAR), a
Short Version: domestic corporation wholly owned by the Yu family and headed by
Facts: Ruby Industrial filed a petition for suspension of payments Henry Yu, who is also a director and majority stockholder of RUBY,
with the SEC. A management committee (MANCOM) was created to shall lend its P60M credit line in China Bank to RUBY. BENHAR shall
evaluate proposed rehabilitation plans for Ruby. The majority purchase the credits of RUBY’s creditors and mortgage RUBY’s
stockholders presented a rehabilitation plan which was opposed by properties to obtain credit facilities for RUBY. Upon approval of the
the minority stockholders (represented by Lim) and the unsecured rehabilitation plan, BENHAR shall manage RUBY’s operations, and
creditors of Ruby. The rehabilitation plan was initially approved by BENHAR shall receive a management fee.
SEC, but an injunction against its implementation was eventually - Alternative Plan: pay all RUBY’s creditors without securing any
issued. Due to the conflict between the majority and minority bank loan; operate RUBY without charging management fees; buy-
stockholder, no rehabilitation was implemented for many years. out the majority shares or sell minority shares to the majority
Eventually, one of Ruby's secured creditors moved to dismiss the stockholders; rehabilitate RUBY’s plants; and secure a loan at 25%
suspension of payments. interest, as against the 28% interest loan under the BENHAR/RUBY
Meanwhile, the corporate term of Ruby was about to expire. The Plan.
majority stockholder extended the corporate term and filed the - BENHAR/RUBY Plan was opposed by 40% of the stockholders. ALFC,
amended AOI with the SEC. The minority claimed that the extension RUBY's biggest unsecured creditor of RUBY, also objected as the plan
was improperly done because the majority did not constitute 2/3 of would transfer RUBY’s assets beyond the reach of its unsecured
the outstanding capital stock. Thus, since there was no extension, creditors.
the minority claimed that the corporate term had expired and - Both plans were endorsed by the SEC to the MANCOM for evaluation.
liquidation proceedings should commence.
PROCEEDINGS
The SEC denied the petition for suspension of payments, but did not - SEC Hearing Panel approved the BENHAR/RUBY Plan. On appeal by
order the liquidation of Ruby. On appeal, the CA reversed the SEC the minority stockholders, the SEC En Banc enjoined the
and ordered the liquidation of Ruby to be supervised by the SEC. implementation of the BENHAR/RUBY Plan.
- Meanwhile, BENHAR paid off RUBY's secured creditors who, in turn,
Held: The SEC should not have disregarded the minority’s rights.
Facts: assigned their rights in favor of BENHAR. These acts were done by
The present
- The validity of issuance
case involvesof the
additional shares of
rehabilitation may be Industrial
Ruby questioned if BENHAR despite the SEC’s injunction and even before the SEC Hearing
done in breach
Corporation of trust
initiated by the
in 1983. controlling
This stockholders.
is the fourth Thus, even if
time that issues Panel approved the BENHAR/RUBY Plan.
the pre-emptive
surrounding right does not
the rehabilitation exist,
have either
been because
brought the
to the issue comes
SC. - SEC Hearing Panel subsequently nullified the deeds of assignment.
within the exceptions in Section 39 or because it is denied or limited
in the articles of incorporation, an issue of shares may still be
objectionable if the directors acted in breach of trust and their
primary purpose is to perpetuate or shift control of the corporation,
or to “freeze out” the minority interest.
The SC eventually affirmed this.
- A Revised BENHAR/RUBY Plan was thereafter approved by the SEC,
but this was disapproved by the SC on the ground that this would
circumvent its decision nullifying the Deeds of Assignment.
THIS CASE:
- After the finality of the above decision, the SEC set the case for
further proceedings.
- Earlier, during the pendency of the appeals in the CA of the case
nullifying the Deeds of Assignment, BENHAR and RUBY performed other
acts in pursuance of the BENHAR/RUBY Plan approved by the SEC.
- Lim received a Notice of Stockholders’ Meeting scheduled on
September 3, 1996. Among the matters to be taken up is extension of
RUBY’s corporate term for another 25 years, and the election of
directors.
- At the stockholders’ meeting, Lim and other minority stockholders
objected to the extension of the coporate term because the majority,
according to them, did not constitute 2/3.
- The SEC approved the extension.
- The MANCOM filed with the SEC a Resolution stating the
following: (1) MANCOM was never informed of the supposed capital
infusion by the majority stockholders; (2) MANCOM continuously
recognizes that the majority owns 59.828% shareholding, while the
minority holds 40.172%; (3) as there was no valid increase in the
shareholding of the majority and consequently no valid extension of
corporate term, the liquidation of RUBY is thus in order; (4) the majority
stockholders have not complied with the SEC order for them to turn
over the records and documents of RUBY.
- The SEC also overruled the objections raised by the minority
stockholders regarding the questionable issuance of shares of
stock by the majority stockholders and extension of RUBY’s
corporate term, citing the presumption of regularity in the act
of a government entity which obtains upon the SEC’s approval
of RUBY’s Amended AOI.
- Lim, in his personal capacity and in representation of the minority
stockholders of RUBY, filed a petition for review before the CA.
- MANCOM filed a separate petition for review before the CA.
- The CA reversed the SEC decision and held that liquidation
proceedings should commence.
- The Majority Stockholders went to the SC to question this.
Issue
1) Did the SEC properly act in declaring that Ruby’s extension was
validly extended? NO. It should have ordered the liquidation of the
corporation.
Ratio:
1) Lim and the MANCOM claimed that Ruby’s corporate term had
automatically expired. Thus, liquidation proceedings should be
commenced, especially considering that both the
BENHAR/RUBY and the Revised BENHAR/RUBY rehabilitation
plans had been enjoined by the SC.
2) The minority stockholders and MANCOM wanted thethe SEC to
order RUBY to commence liquidation proceedings, which is
allowed under Sec. 4-9 of the Rules on Corporate Recovery.
Under the circumstances, liquidation was the only hope of the
minority stockholders for effecting an orderly and equitable
settlement of RUBY’s obligations, and compelling the majority
stockholders to account for all funds, properties and documents
in their possession, and make full disclosure on the nullified
credit assignments.
a. Despite this, the SEC simply stated that in the interim,
RUBY’s corporate term was validly extended, as if such
extension would provide the solution to RUBY’s myriad
problems.
3) Pre-emptive right under Sec. 39 of the Corporation Code refers
to the right of a stockholder of a stock corporation to subscribe
to all issues or disposition of shares of any class, in proportion
to their respective shareholdings. The right may be restricted
or denied under the articles of incorporation, and subject to
certain exceptions and limitations. The stockholder must be
given a reasonable time within which to exercise their
preemptive rights. Upon the expiration of said period, any
stockholder who has not exercised such right will be deemed to
have waived it.
4) The validity of issuance of additional shares may be questioned
if done in breach of trust by the controlling stockholders. Thus,
even if the pre-emptive right does not exist, either because the
issue comes within the exceptions in Section 39 or because it is
denied or limited in the articles of incorporation, an issue of
shares may still be objectionable if the directors acted in
breach of trust and their primary purpose is to perpetuate or
shift control of the corporation, or to “freeze out” the minority
interest.
5) Generally, the will of the majority shall govern in all
matters within the limits of the act of incorporation and
lawfully enacted by-laws not proscribed by law. It is,
however, equally true that other stockholders are
afforded the right to intervene especially during critical
periods in the life of a corporation like reorganization,
or in this case, suspension of payments, more so, when
the majority seek to impose their will and through
fraudulent means, attempt to siphon off Ruby’s
valuable assets to the great prejudice of Ruby itself, as
 well as the minority stockholders and the unsecured
creditors.
6) The minority stockholders and the unsecured creditors
are given some measure of protection by the law from
the abuses and impositions of the majority. Equity
cannot deprive the minority of a remedy against the
abuses of the majority, and the present action has been
instituted precisely for the purpose of protecting the
true and legitimate interests of Ruby against the
Majority Stockholders.
7) “Generally speaking, the voice of the majority
of the stockholders is the law of the
corporation, but there are exceptions to this
rule. There must necessarily be a limit upon
the power of the majority. Without such a limit
the will of the majority will be absolute and
irresistible and might easily degenerate into
absolute tyranny. x x x”
8) SEC’s utter disregard of the rights of the minority in applying
the provisions of the Rules of Procedure on Corporate Recovery
is inconsistent with the policy of liberal construction of the said
rules "to assist the parties in obtaining a just, expeditious and
inexpensive settlement of cases.”
9) The majority stockholders’ eagerness to have the suspension
order lifted without any order for liquidation evinces a total
disregard of the mandate of Sec 4-9 of the Rules of Procedure
on Corporate Recovery, and their lack of any intent to render
an accounting of all funds, properties and transactions to the
prejudice of RUBY, minority stockholders and the majority of
RUBY’s creditors.

Dispositive:
Petitions denied. CA decision affirmed with modification that the SEC is
ordered to transfer the case to the appropriate RTC which is directed to
supervise the liquidation of RUBY.