GSIS threatens to file criminal, administrative charges vs SEC officials

State-run pension fund Government Service Insurance System (GSIS) has found itself at loggerheads with the Securities and Exchange Commission (SEC) for requiring it to identify the "unnamed buyer" of Equitable PCI Bank shares at P95 per share.

The GSIS, through it legal counsel Leighton R. Siazon, has threatened to file both criminal and administrative charges against SEC officials unless the agency stops pursuing a directive compelling the pension fund to disclose the potential investor of shares in EPCIB.

The warning was contained in a letter the GSIS sent to Justina Callangan, head of the SEC’s Corporation Finance Department (FD), which issued the directive.

"We demand that your office immediately cease and desist from pursuing further the questioned directive as it is in utter lack of legal or factual basis whatsoever. Your failure to do so despite this notice will constrain us to institute necessary remedial measures including the filing of both criminal and administrative actions against you for the protection of respondent’s rights and interests," Siazon said.

But SEC spokesperson Gerard Lukban said the CFD action is within its prerogative and powers under the Securities Regulation Code.

Lukban also clarified that the matter can be elevated to the commission en banc should the entities feel they have been aggrieved by any decision made by the SEC. "It’s an action that was taken by the CFD, not the commission en banc," he said.

In justifying its directive, the CFD cited Rule 17 of the Securities Regulation Code which requires an owner of more than five percent of the voting rights of a listed company or any related party thereof, who holds material information which may materially affect such company, may be required by the commission to disclose such information within the period prescribed under said rule.

Failure to provide the required information shall subject said stockholder to sanctions applicable to violations of the rule, Callangan said.

Siazon said the CFD directive may set a dangerous precedent tending to drive away potential investors in the equities market. "To compel the disclosure of the identities of prospective buyers even before their offers are perfected or consummated is an unreasonable interference or intrusion into a purely private affair and is therefore, repugnant to and has no place under a free market system to which our capital market adheres and under a republican and democratic system to which this country is governed," Siazon said.