Record of the Senate - Integrated Bar of the Philippines

28 TUESDAY, MAY 8, 2012The Presiding Officer. Not yet. Is the board of directors constituted?Mr. Roy. No, Your Honor. It is not an operational corporation.The Presiding Officer. When the property of the corporation was sold to the City of Manila,was there a stockholders’ meeting to authorize the sale of all or substantially all of their shares?Mr. Roy. Yes, Your Honor. There was a valid and legitimate board authorization issued by theboard of directors previously—ah, by the stockholders previously.The Presiding Officer. Was there an actual transfer of the shares of stock to the buyer?Mr. Roy. Your Honor, there appears to be a problem with respect—the certificate of sale isconstrued as the transfer of the shares of stock. The registration of the sale, Your Honor, has not beencompleted because up to this time, the stock and transfer book has neither been located norreconstituted.The Presiding Officer. Then who voted—who are the stockholders who voted to authorize thesale of all or substantially all of the shares of the corporation?Mr. Roy. Your Honor, the sale of the shares was by virtue of public auction.The Presiding Officer. No, no. I am talking about the sale of the land.Mr. Roy. Ah, the property?The Presiding Officer. The land.Mr. Roy. The property, Your Honor, had been previously authorized even before the corporationceased operations. A Power of Attorney was issued in favor of Cristina Corona.The Presiding Officer. By whom?Mr. Roy. By the stockholders and the persons in control of the corporation, Your Honor.Senator Drilon. Just for the record, Mr. President.The Presiding Officer. The gentleman from Iloilo.Senator Drilon. Yes. I think we can refer to the records. The authority of Cristina Corona wasissued by the board of directors, not by the stockholders. It is the board of directors, a 14-year oldauthorization by the board of directors, not the stockholders, Mr. President. Just for the record.Mr. Roy. That is right, Your Honor.Senator Drilon. So, it is not the stockholders’ consent.The Presiding Officer. Anyway, you are all great corporation lawyers. You better study thisangle, ha?Mr. Roy. Well, Your Honor, that is correct. The board of directors who issued that authorizationwere also the stockholders of the corporation. At any rate, it was not a stockholders’ meeting.The Presiding Officer. Even then, even then.Mr. Roy. Anyway, that is the point of the Witness, Your Honor, to establish that the bulk of theshares of the Basa-Guidote Corporation are now owned by Carla Corona-Castillo, the daughter of theChief Justice. And if—