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2/21/2017 SUPREME COURT REPORTS ANNOTATED VOLUME 358
* THIRD DIVISION.
480
PANGANIBAN, J.:
The Case
1
Before us is a Petition for Review on Certiorari under Rule
45 of the Rules2
of Court, challenging the November 16,
1998 Decision of the Court of Appeals (CA) in CAGR SP
No. 48002. The dispositive portion of the assailed Decision
reads as follows:
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2/21/2017 SUPREME COURT REPORTS ANNOTATED VOLUME 358
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481
The Facts
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3 Rollo, p. 39.
4 Ibid., pp. 4142.
482
(a) requires the submission of reports necessary for full, fair and
accurate disclosure to the investing public, and not the
registration of its shares. (Annex F, p. 23, Rollo.)
On July 17, 1997, respondent Commission wrote petitioner,
enjoining the latter to show cause why it should not be penalized
for its failure to submit a Proxy/Information Statement in
connection with its annual meeting held on May 23, 1997, in
violation of respondent Commissions Full Material Disclosure
Rule. (Annex 6, p. 24, Rollo.)
Failing to respond to the aforesaid communication, petitioner
was given a 2nd Show Cause with Assessment by respondent
Commission on July 21, 1997. Petitioner was then assessed a fine
of P50,000.00 plus P500.00 for every day that the report [was] not
filed, or a total of P91,000.00 as of July 21, 1997. Petitioner was
likewise advised by respondent Commission to submit the
required reports and settle the assessment, or submit the case to
a formal hearing. (Annex H, p. 25, Rollo.)
On August 18, 1997, petitioner wrote respondent Commission
disputing the assessment. (Annex I, pp. 2627, Rollo.)
Thus, on November 5, 1997, respondent issued the assailed
Order, the dispositive portion of which provides:
In view of the foregoing, the appeal filed by the Union Bank of the
Philippines is hereby denied. The penalty imposed in the amount of
P91,000.00 as of July 21, 1997, for failure to file SEC Form 11A excludes
the fine accruing after the cutoff date until the final submission of the
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2/21/2017 SUPREME COURT REPORTS ANNOTATED VOLUME 358
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483
The CA Ruling
484
Issues
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485
First Issue:
Applicability of the Assailed RSA
Implementing Rules
486
It must be emphasized
10
that petitioner is a commercial
banking corporation listed in the stock exchange. Thus, it
must adhere not only to banking and other allied special
laws, but also to the rules promulgated by Respondent
SEC, the government entity tasked not 11only with the
enforcement of the Revised Securities Act, but also with
the supervision of all corporations, partnerships or
associations which are grantees of governmentissued
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primary franchises
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and/or licenses or permits to operate in
the Philippines.
RSA Rules 11(a)l, 34(a)l and 34(c)l require the
submission of certain reports to ensure full, fair and
accurate disclosure of information for the protection of the
investing public. These Rules were issued by respondent
pursuant13to the authority conferred upon it by Section 3 of
the RSA.
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SEC. 3. The Commission shall have absolute jurisdiction, supervision and control
over all corporations, partnerships or associations who are grantees of primary
franchises and/or license or permit issued by the government to operate in the
Philippines; and in the exercise of its authority, it shall have the power to enlist
the aid and support of and to deputize any and all enforcement agencies of the
government, civil or military as well as any private institution, corporation, firm,
association or person.
487
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Second Issue:
Propriety of Fine Imposed
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488
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489
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o0o
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