By: Modesto P. Sa-onoy
It is now apparent that the takeover of VTI by Olivia Yanson and her two children was done in complete disregard or rebellion against the “earnest desire” and intention of Ricardo Yanson. The family constitution was the restraining factor for Olivia, Ginnette and Leo Rey from seizing control of the company and by extension, the other businesses of the Yansons.
Perhaps it was Olivia who initiated the tearing apart of their constitution and the two – Ginnette and Leo Rey merely collaborated. Or was it the “offer” of Olivia to leave behind her personal properties to these two that induced them to follow Olivia and rebel against the will of Ricardo? Maybe they thought Ricardo can do nothing anymore. Actual possession has a heavier weight than a piece of paper.
As I quoted earlier, “who can fathom the depth of the human heart”? Or who, like Hamlet in despair for his inability to decide about his fate cried aloud, “would bear the whips and scorns of time…the pangs of dispriz’d love…and the spurns that patient merit of the unworthy takes, when he himself might his quietus make with a bare bodkin?”
Well, the Yanson 3 could not wait for the law to take its proper course and refused to accept that others, “the unworthy” would remain in control of the family businesses. And so rather than wait when they can take over with a “bare bodkin” they made full use of their connections. They fielded the compliant PNP with an armed force not seen even during the time that the NPA was already in Mandalagan attacking Bacolod. The NPA were repulsed.
If the Yanson 3 had complied with their written agreement and the wishes of Ricardo, what had happened would never have occurred. But the three decided to discard what had been written and agreed upon and thereby made what Ricardo had prepared for when he had departed from this world a waste of time and resources. Their defiance of Ricardo’s desires speaks loud enough for the public to make their own conclusion.
I wrote earlier that the Yanson family constitution, though filled with specific instructions on what is to be done and how problems can be resolved within the family, I also noted that this document did not carry a penal clause, a sanction on those that will violate its lofty ideals. In this sense, Ricardo was wrong. He relied on the trustworthiness of the family he left behind.
This is puzzling because while he prescribed the rules knowing or feeling that something could run amiss when he is gone, he relied on sincerity.
It is ironic that the constitution was very specific even in the manner of voting for different issues but with Olivia’s one stroke everything collapsed.
The Yanson 4 has the majority shares and therefore have the legal authority to regain control of the VTI. No matter what moves the Yanson 3 will take, one thing that Ricardo left behind that will have the greater force, is the restriction on Olivia. No matter how she will maneuver, she cannot change the fact that she has no share in VTI. Of course, her age is supposed to be a restraint but then that has no force of law.
Next month the VTI will have to convene in a regular stockholder’s meeting. Can Leo Rey call for that meeting as the claimant to being president? He can, but what happens when the Yanson 4, that holds the majority, boycott his meeting? Can Olivia declare a quorum contrary to the facts?
Corporate lawyers will have their day and the Securities and Exchange Commission will have to intervene. Short of a court decision, the Yanson 3 cannot be considered a legitimate board.
I believe that the legal battles will be long and bitter. But this can be avoided once Olivia sticks to the law and their family constitution. It can be done in one minute.
But will Olivia accept her major role as the cause of this feud? From her behavior she probably will not. But then who knows? The Yanson 4 had offered a hand of reconciliation and if she acts as a mother should, this feud will end. If not, this conflict she may carry to the next life and leave an unhappy legacy.
What a ghastly remembrance of “what might have been”!