Buencamino is a fellow of Action for Economic Reforms. This article was published in the Business Mirror, June 4,2008 edition, p. A10.
Securities and Exchange Commissioner Jesus Martinez, Commission on Higher Education Chair Romulo Neri, and Supreme Court Justice Renato Corona were batch mates at the Ateneo de Manila High School (ADMHS).
ADMHS ’66 calls itself the “MOBB” (Men of Blue Blood) because they were dubbed mga balasubas by one of their teachers. Romy Neri’s Senate testimony surprised and disappointed many of his batch mates. Rene Corona’s concurring vote and opinion on Romy Neri’s case elicited a similar reaction. Much was expected of Romy and Rene because they were in the honors class.
Jess was not in the honors class. He was just one of the boys, as the saying goes. Still, I was a bit put off when I heard he signed a cease and desist order against Meralco based on a complaint filed by Winston Garcia, the hand puppet of Bonnie and Clyde.
I’ve known Jess a long time. He is of the MOBB but he’s not a balasubas. He is a lawyer but he’s a God-fearing man.
Last Thursday, Jess and I talked about his controversial CDO.
Me: “Buddy, what happened?”
Jess: “There was a huge stack of papers waiting for me when I got to the office. My secretary told me it was an urgent prayer for a cease and desist order (CDO) from Winston Garcia. I read the petition. It was not frivolous.”
Jess: “There were attachments, solicitation letters that lacked proxy forms. etc. What was I supposed to do, play blind?”
Me: “Without even giving Meralco a chance to respond?”
Jess: “I didn’t have to hear the side of Meralco.”
Jess: “A CDO is like a TRO (a temporary restraining order). It can be filed ex-parte.”
Me: “Buddy, I’m not a lawyer.”
Jess: “Look, if you’re being evicted from your home and you believe you shouldn’t, then you go to a judge and ask for a TRO. The purpose of a TRO is to prevent you from being thrown out of your house. You don’t alert the other side.”
Jess: “Garcia wanted the public proxies verified.”
Me: “Public proxies?”
Jess: “Those shares that don’t belong to either the Lopez or Garcia blocs, those shares owned by ordinary investors like the Meralco pension fund. The SEC, as regulator, is supposed to protect the rights of those shareholders.”
Me: “But Meralco says your CDO was intended to stop the meeting and disenfranchise the votes of the people you were supposed to protect.”
Jess: “No. The CDO didn’t stop the meeting or disenfranchise anybody. We moved to supervise the validation of proxies – in full view of the stockholders present.
“I don’t understand why the Lopezes didn’t want us to open the ballot boxes, as it were. Those proxies, upon validation, would have been counted in their favor.”
Me: “But what about the undue haste with which the order came out?”
Jess: “There was haste but it was not undue.
“Meralco is not an ordinary corporation. It’s publicly listed and it’s an index stock. It requires expeditious attention. The petition was filed at 10 that morning and the SEC order didn’t come out until around four that afternoon.”
Me: “Same day is not fast?”
Jess: “Well, if we had waited till the next day the meeting would have been over. Garcia’s electoral challenges would have gone down as ‘noted.’”
Me: “But shouldn’t Garcia have gone to the complaints division first?”
Jess: “He could have, but he didn’t.”
Jess: “I don’t know, maybe he wanted to ambush the Lopezes.”
Me: “Isn’t that dirty pool?”
Jess:. “I didn’t decide the merits of his petition based on what I thought he and his lawyers had in mind. I acted on what was presented to me at the time it was presented.”
Me: “You were the only signatory.”
Jess: “That’s not exactly true.
“After I read the petition, I went to the office of Commissioner (Thaddeus) Venturanza and asked him to read the petition. He said we should issue a CDO.
“Commissioner (Raul) Palabrica was out of the office at the time so Venturanza and I phoned him. After our teleconference, he said ‘issue the CDO.’ That’s three commissioners. I signed for and in behalf of the Commissioners because I was the OIC.”
Me: “But you know this whole thing is just Bonnie and Clyde using Winston to get hold of Meralco.”
Jess: “It’s not about white hats and black hats; it’s whether or not there was cause for the SEC to step in and issue a CDO.”
Me: “What’s next?”
Jess: “We will ask Meralco to explain its defiance.”
Me: “Meralco filed a case with the Court of Appeals (CA).”
Jess: “Good. Let the CA decide whether the SEC over-reached.
I’d like to get a clarification from them. Ever since the new SEC law reduced our jurisdiction from adjudication, regulation. and registration to regulation and registration only, no one really knows where regulation ends and adjudication begins.”
Me: “What if they rule for Meralco?”
Jess: “Then our limits are clear.”
Me: Parang ginamit ka lang ni Winston. (“Seems like Winston used you.”)
Jess: “He used the law, not me.”
Me: “One last thing buddy. Your son’s secretary is really attractive.”
Jess: “Don’t get started on that again.”