This case has been cited 2 times or more.
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2010-08-25 |
LEONARDO-DE CASTRO, J. |
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| However, as correctly held by the Court of Appeals (First Division) in the assailed Resolution dated June 29, 2005 in CA-G.R. SP No. 90024, Republic v. Sandiganbayan[66] has already settled that the burden of proof lies with the corporation who refuses to grant to the stockholder the right to inspect corporate records. In said case, Eduardo Cojuangco, Jr. sought the inspection and examination of the corporate records of San Miguel Corporation (SMC) and United Coconut Planters Bank (UCPB). As the shares of Cojuangco in the aforementioned corporations had previously been sequestered by the Presidential Commission on Good Government (PCGG), the requests for inspection were coursed through the said government agency. The PCGG, thereafter, denied Cojuangco's requests, arguing that the purpose of the latter was merely to satisfy his curiosity regarding the performance of SMC and UCPB. In rejecting PCGG's line of reasoning, the Court ruled that: [T]he argument is devoid of merit. Records indicate that [Cojuangco] is the ostensible owner of a substantial number of shares and is a stockholder of record in SMC and UCPB. Being a stockholder beyond doubt, there is therefore no reason why [Cojuangco] may not exercise his statutory right of inspection in accordance with Sec. 74 of the Corporation Code, the only express limitation being that the right of inspection should be exercised at reasonable hours on business days; 2) the person demanding to examine and copy excerpts from the corporation's records and minutes has not improperly used any information secured through any previous examination of the records of such corporation; and 3) the demand is made in good faith or for a legitimate purpose. The latter two limitations, however, must be set up as a defense by the corporation if it is to merit judicial cognizance. As such, and in the absence of evidence, the PCGG cannot unilaterally deny a stockholder from exercising his statutory right of inspection based on an unsupported and naked assertion that private respondent's motive is improper or merely for curiosity or on the ground that the stockholder is not in friendly terms with the corporation's officers. | |||||
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2008-12-04 |
YNARES-SANTIAGO, J. |
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| In Republic v. Sandiganbayan,[31] the Court declared that the right to inspect and/or examine the records of a corporation under Section 74 of the Corporation Code is circumscribed by the express limitation contained in the succeeding proviso, which states that:[I]t shall be a defense to any action under this section that the person demanding to examine and copy excerpts from the corporation's records and minutes has improperly used any information secured through any prior examination of the records or minutes of such corporation or of any other corporation, or was not acting in good faith or for a legitimate purpose in making his demand. (Emphasis supplied) | |||||