SEC to process ‘mediateable’ intracorporate disputes

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THE Securities and Exchange Commission (SEC) is set to process disputes arising from intra-corporate wrangling that would allow the parties involved to settle their differences without having to go through tedious court proceedings, SEC Chairperson Teresita Herbosa said.

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Herbosa told reporters over the weekend, the SEC would again entertain certain intra-corporate disputes even if its quasi-judicial powers were transferred to the regional trial courts, provided such claims are “mediateable” under its soon-to-be-released rules on mediation procedures.

Intra-corporate disputes include conflicts arising from intra-corporate relations, relationships between or among stockholders of the same corporation, or relationships between stockholders and the corporation.

“We are quite happy we have been allowed by Philja [Philippine Judges Association] to get training in mediation so that our lawyers and officers could act as mediators on certain disputed claims,” Herbosa noted.

The initiative is a means to reduce future litigation, promote ease of doing business, significantly contribute to declogging court dockets, and provide a venue for non-stock corporations, the SEC chief explained.

However, the SEC jurisdiction under its own mediation proceedings would be limited to “mediateable” cases and must be voluntarily filed by the parties, said Herbosa.

Although Republic Act 8799 or the Securities and Regulation Code of 2000 transferred jurisdiction over intra-corporate cases to the regular courts, the SEC retains its power to adjudicate on certain matters, she added.

Under the proposed Mediation Policy, the SEC has 18 months from the time the Mediation Rules are in place to pilot the process of selecting the cases deemed mediateable.

These cases include petitions to call for a stockholders’ or members’ annual meeting, change of corporate or partnership names, and petitions for voluntary dissolutions.

“We have trained about 20 of our lawyers and officers for mediation. This is also our way of helping the judicial courts declog their respective dockets,” Herbosa noted.

There are additional issues the SEC may recognize that should fall within its quasi-judicial purview, she said.

“There are certain matters that may be threshed out on the SEC level, like some stockholders of certain corporations would come to us as they were denied of their right to inspect the books of corporations, specifically by the non-listed companies.

“Other issues also involve those who cannot change the registered name of certain stockholders when there has been a right of succession—and complied with the necessary conditions such as payment of estate tax,” she added.

Should the SEC en banc decide then the mediateable cases which may be filed with the commission may be expanded after 18 months of the pilot stage.

Next month, the SEC will come up with the Mediation Policy that would govern the rules and procedures on the cases the commission could accept.

“Should the contending parties at the SEC level fail to reach an agreement or refuse to comply with our orders, they would not be prejudiced of their right to seek relief in the appropriate court,” Herbosa said.

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