SECURITIES AND EXCHANGE COMMISSION, PETITIONER, VS.

THE
HONORABLE COURT OF APPEALS, OMICO CORPORATION, EMILIO
S. TENG AND TOMMY KIN HING TIA, RESPONDENTS. ASTRA
SECURITIES CORPORATION, PETITIONER, VS. OMICO
CORPORATION, EMILIO S. TENG AND TOMMY KIN HING TIA,
RESPONDENTS
G.R. No. 187702 and G.R. No. 189014, 22 October 2014, SERENO

LEGAL KEYWORDS/DOCTRINE:
Quasi-judicial agencies (SEC) do not have the right to seek the review of an
appellate court decision reversing any of their rulings; they are not real parties-in-
interest, When proxies are solicited in relation to the election of corporate
directors, treated as an election controversy within the jurisdiction of the regular
trial courts, not the SEC, and Power of the SEC to regulate proxy solicitation.

FACTS:
Astra Securities Corporation (ASC) is a stockbroker licensed by the Securities and
Exchange Commission (SEC). Omico Corporation (Omico) is a corporation listed
on the Philippine Stock Exchange. Emilio S. Teng and Tommy Kin Hing Tia
(Teng and Tia) are stockholders of Omico. Teng and Tia executed proxies
authorizing ASC to vote their shares in the annual stockholders' meeting of Omico.
However, ASC voted the shares in favor of a certain director, who was not Teng
and Tia's choice. Teng and Tia filed a complaint with the SEC, alleging that ASC
had violated the Securities Regulation Code (SRC) by voting their shares without
their consent. The SEC dismissed the complaint, ruling that it did not have
jurisdiction over the matter. Teng and Tia appealed the SEC's decision to the Court
of Appeals (CA), which affirmed the SEC's ruling.

ISSUES:
Whether or Not the SEC has jurisdiction over controversies involving the
validation of proxies.
RULING:
The Supreme Court reversed the CA's ruling and held that the SEC does have
jurisdiction over controversies involving the validation of proxies. The Court
reasoned that the SRC specifically grants the SEC the power to "pass upon the
validity of the issuance and use of proxies and voting trust agreements for absent
stockholders or members."

The Court also noted that the CA's ruling would effectively deprive the SEC of its
power to regulate the issuance and use of proxies, which is essential to the
protection of the investing public.

In sum, the Supreme Court ruled that the SEC has jurisdiction to hear and decide
cases involving the validation of proxies.

DECISION:
WHEREFORE, the petition in G.R. No. 187702 is EXPUNGED for lack of
capacity of petitioner to file the suit.

The petition in G.R. No. 189014 is DENIED. The Court of Appeals Decision dated
18 March 2009 and Resolution dated 9 July 2009 in CA-G.R. SP No. 106006 are
AFFIRMED.