G.R. No. 175263 - MANUEL H. NIETO, JR., VS. SECURITIES AND EXCHANGE COMMISSION (SEC), ATTY. VERNETTE G. UMALI-PACO IN HER CAPACITY AS GENERAL COUNSEL OF THE SEC AND IN HER PERSONAL CAPACITY, AND JOHN/JANE DOES.R E S O L U T I O N - Supreme Court E-Library

Ruling

WHEREFORE, premises considered, petition is hereby GRANTED. The February 26, 2006 and the two (2) April 4, 2006 Orders of the SEC in SEC Case No. 02-06-133 are hereby ANNULLED. The Securities and Exchange Commission is hereby DIRECTED to stay its hand and cease in the exercise of its regulatory powers, as in this case, when they interfere with or render moot the exercise of the adjudicative powers already transferred from the SEC to the regular courts. [2] In this petition with prayer for a TRO and preliminary injunction, petitioner anchors its argument mainly on the view that the Court of Appeals should have granted the withdrawal of the petition and should not have proceeded to decide the case. The SEC agreed with petitioner that the Court of Appeals is duty bound to grant the withdrawal of the petition. The core issue is the authority of the SEC to call a stockholders meeting. The MOU mooted that issue. It mooted the case before the Court of Appeals. It mooted likewise the present petition questioning the authority of the Court of Appeals to decide the case in spite of petitioners motion to withdraw petition. By the explicit terms of the MOU, the parties to the MOU which include Pablo L. Lobregat, representing the Nieto Family and Victor V. Africa, representing the Africa Family, have decided to end their dispute. [3] Thus, the contending parties agreed on the following terms and conditions: The parties warrant that they represent and/or have secured authority to represent the interests of the private stockholder-families and their successors and assigns in POTC, and shall do all acts that may be necessary to enable them to continue representing such interests; The parties have agreed in principle to unite and form a common slate for the Boards of Directors in POTC, Philcomsat and PHC. The names of the persons to be in the said common slate shall be indicated in the Stockholders Agreement that the parties shall hereafter execute; The parties have agreed that each of the six stockholder-families shall be appoint[ed] a representative who[m] the parties shall cause to be elected as director of Philcomsat and PHC; while five of such representatives shall be elected as directors of POTC, the sixth to be elected immediately after the number of POTC directors as stated in the Articles of Incorporation has been increased to nine (9); The parties have agreed that, with the execution of this Memorandum of Understanding where the six stockholder-families are represented, they shall hereafter be called the Owners Group and henceforth no reference to the Nieto Group or the Africa Group shall be made; The parties have agreed that Ambassador Manuel H. Nieto, Jr., as one of the two (2) remaining living incorporators of POTC, will assume the position of Chairman Emeritus of POTC, Philcomsat and PHC. The parties have agreed that they shall not, individually or collectively, publish or cause to be published any press release against any party to this M