By: Modesto P. Sa-onoy
IN THE past columns, I traced the causes of the feud of the Yanson family based on published information. The information came out in bits and pieces. It was challenging to weave the threads together for a better picture and understanding of the conflicts that bedevil the family but intrigued and enthralled the public.
Now more information is coming out, this time with better focus and specific facts that are pivotal in the understanding of the feud and now, with the two sides standing firm, we have a stand-off.
It is good that the camp of the Yanson 4 had been issuing media releases that are loaded with facts though laced as news items in contrast to the emotional brambles from the camp of Leo Rey Yanson and his mother, Olivia. The data from the Yanson 4 camp strengthened our assumptions from the beginning that the conflict was caused by unexplained withdrawals from the company coffers by the favorite son, Leo Rey and the unusual protection of a favorite employee, Rey Repollo.
It now looks that the outburst and bullying tactics employed by Olivia and Leo Rey are cover-ups of the “anomalies” mentioned at the beginning but not given clear substance. Now we can understand the allegations of the four Yanson children and we can see that they are indeed right in doing what they did – protecting the family and the company.
On the other hand, Olivia Yanson protected his son accused of unexplained withdrawals of million in company funds and shielded an employee who was remiss in his duty and who lived allegedly a life beyond his capacity. Do Olivia’s actions merit complete and unquestioning obedience from the children who are protecting their father’s legacy and their own future? Do these children deserve the kind of treatment that Olivia displayed to the public?
Ah, as the proverb adapted from English author William Congreve’s The Mourning Bride said, “hell hath no fury like a woman scorned!”In this case, Olivia felt her two sons and two daughters scorned her for going against her whim to irrationally protect a danger to their family. They did not scorn but protected her from herself.
Removing a member of the board for a cause is normal and necessary especially when the action of a board member caused or will cause greater damage to the corporation.
After forcing himself with the legally questionable use of government power, Leo Rey is back at the main headquarters of the Vallacar Transit Corporation. He was made to appear as if he had already won the battle. But that was a hollow victory because he can occupy the throne but not rule. The indisputable facts show that he is not in control of the company and therefore has no right to be there.
Primarily the situation raises a big question on his exercise of corporate power. Unless the use of that authority is approved, all his actions will be considered ultra vires or beyond his power and therefore without legal effect.
Until the issue of the shares are settled and adverse to them, the four Yanson children have the majority vote and therefore are legally in control of the company. The occupancy by Leo Rey of the four terminals and offices of the company is now being challenged in court. The reported mandamus case filed by the Yanson 4 may take some time to resolve but, as I wrote before, the four Yansons can prevent or block the corporate business of the company.
For instance, who are the legal signatories of the checks? The designation of the signatories is a corporate act and that means the vote of the majority. Without that document, which bank will deal with VTI? Of course, Leo Rey can transact business all in cash since everyday cash flows into the company coffers.
Can Leo Rey convene a board with a minority share? He can but without a quorum that meeting is unofficial. He needs the signature of the secretary to certify to the board decisions, but who is the secretary? In fact, in a media release the Yanson 4 belittled Leo Rey’s attempt to convene a board meeting. Indeed, how can members with only 38% of the shares convene a legitimate board meeting and approve a resolution or decision? Surely, Leo Rey knows this basic corporate rule.