Spare the children – 3

By: Modesto P. Sa-onoy

THE case filed by Jerome Seballos was sworn to on August 30, 2019 while that of Gary Manayon was on August 29, 2019. The sworn statement of Hernan Omicellois also dated August 29. Omicello claimed he and several other VTI employees conducted an inventory of documents and currencies after Leo Rey reoccupied the premises of the company. He did not name who his companions were.

On August 30, 2019, Olivia Yanson, claiming to be the Corporate Secretary of VTI, said that the board of two minority stockholders, Leo Roy and Ginnette Yanson, convened and they had a quorum. She said she was elected to that position, although she has no shares of stock in the company. I previously cited documents showing that she has no share in VTI.

Leo Roy and Ginnette cannot convene legally as a board because they are minority shareholders and therefore their meeting can be considered a farce. A minority cannot have a quorum, ergo Olivia made a claim without legal basis. She was so cocksure of the legality of that meeting that she made a statement under oath. Of course, she can make any statement that she wants, but her statement, in this case, has no legal basis. On the other hand, her lawyers probably have another Corporation Code recognizing a minority to convene a meeting and claim a quorum. I would like to read that Code.

I wrote earlier that Olivia could have presumed she has shares in the company as she had before she waived her rights of ownership and interests in the company. However, the court has not ruled yet on that case to cancel that agreement. Until then, the agreement where she divested herself of any VTI shares still stands.

The certification she issued on August 30 must have been an afterthought. Omicello swore on the 29th that is before he was authorized. Manayon is not listed in Olivia’s certification so his case is his own. He had also no legal right to sue because he does not own a single share of VTI. And even if he was included in Olivia’s questionable certification, he did not claim he was suing for VTI. He just carried the name of the company.

Seballos is not also included in the certification of Olivia because he is an employee of a hired security agency. However, he did not show that he was authorized by his Agency with the right to sue and be sued. He was an administrative manager and not an owner. He is, therefore, suing on his own; but on what grounds since he is not a stockholder?

In a press statement issued last October 12, the Yanson 4 said that the complainants are “devoid of authority to and legally act on behalf of VTI”. The camp of Leo Rey indeed has not shown any document to back up their claim that they have a majority share and therefore control of the company, much less to sue or direct others to sue the company.

There is a Securities and Exchange Commission document showing that the Yanson 4 are the majority stockholders. I mentioned this before and even asked the Yanson 3 to show that they are the majority owners and that Olivia is a stockholder. So far, they have not done so. Their silence confirms that indeed Leo Rey and Ginnette are the minority and Olivia has no stocks in VTI.

If I keep repeating this challenge to produce the document, it is simply because they are acting like they have the majority which is a deception, a lie and a poor attempt to mislead the public. Olivia opened herself to a charge of perjury and her minions with her.

The actions on the Yanson 3 are therefore desperate moves to entice the Yanson 4 to agree to their demands, like returning the shares of Olivia. But as we know from the earlier statements of the Yanson 4 that is wishful thinking. They are in the strongest and most legal position and need not yield. They know that. Thus, while the Yanson 3 are on the warpath, the Yanson 4 are showing patience, parrying the attacks, taking things in stride and allowing the Yanson 3 to make every possible mistake in desperate moves.

Unless some quirks happen, let’s discuss beginning Monday a very interesting, unique document.