Leadership battle

What should have been a mere election contest or a controversy in the election or appointment of directors and officers of a corporation, which is in the nature of an intra-corporate controversy, has become more complicated, with accusations of violations of penal laws now being hurled against the parties.

It has been a month since Japanese gaming tycoon Kazuo Okada and his group took over luxury casino-hotel complex Okada Manila, but the legal battles are just starting to heat up.

Last May 31, Kazuo’s camp stormed Okada Manila to enforce a status quo ante order (SQAO)issued by the Supreme Court in April, which they claimed restored Kazuo as chairman, chief executive officer, director and stockholder of Tiger Resort Leisure and Entertainment Inc. (TRLEI), the operator of the complex.

In 2017, Kazuo was removed from TRLEI over allegations of misuse of funds.

Following the controversial takeover, TRLEI directors filed kidnapping, serious illegal detention, grave coercion, and unjust vexation complaints before the Department of Justice against Kazuo and other company board members, among others.

Hajime Tokuda, director of Universal Entertainment Corp. (UEC), the parent company of Tiger Resort Asia Ltd. (TRAL) and owner of TRLEI, said he was manhandled out of Okada Manila. Tokuda alleged in his complaint that during the TRLEI directors and shareholders’ emergency meeting, the security personnel, acting upon the directive of Kazuo’s group, forcibly took him out of the ballroom into an unidentified vehicle.

TRLEI director Michiaki Satate, who also filed a complaint, said they are recognized by the parent companies UEC and TRAL as the true and legitimate owners of TRLEI.

Okada Manila officials however deny any violent incident occurred during the Okada Manila takeover.

The dispositive portion of the SC’s order provided that “petitioner and respondents… are hereby required to observe the status quo prevailing prior to petitioner’s removal as stockholder, director, chairman and CEO of TRLEI in 2017.”

In 2018, Kazuo filed a complaint for declaration of nullity of his removal as stockholder, among others, before the RTC of Parañaque which dismissed the complaint on the ground that it is an election contest and should have been filed within 15 days from the date of his alleged unlawful removal from the company.

He brought the case before the Court of Appeals which also turned down his complaint, prompting him to elevate the case to the SC where he was able to get the SQAO.

Lawyer Estrella Elamparo, representing the deposed TRLEI board, claimed that the Kazuo-led group perverted the SC order which she said pertained to the status quo in 2017 when Kazuo had only one share and in addition was elected chair by being nominated as TRAL representative through a deed of trust. Elamparo said TRAL has since revoked this deed and has not authorized Kazuo to vote its shares in TRLEI.

Just recently, the SC ordered Kazuo to comment on a motion for reconsideration filed by TRLEI questioning and asking for the lifting of the SQAO.

Meanwhile, the plot continues following claims that Kazuo’s camp, while previously in control of Okada Manila, have overpaid a contractor which is a company owned by a member of the camp.

It is claimed that despite its bank accounts being frozen, the Kazuo-led Okada board previously authorized the payment of billions of pesos to a company reportedly owned and controlled by one of its directors.

A total of 23 contract packages were executed between the company and TRLEI to cover various undertakings for Okada Manila.

It was later discovered that TRLEI overpaid the company which now owes around P9 billion in overpayments and other expenses incurred by the casino complex because the contractor was remiss in its duties under the contracts. Of the P9 billion, over P4 billion consists of the overpayment made by TRLEI; P1 billion in unliquidated payments; actual damages for the permit fees incurred by TRLEI, rectification works, and extended consulting costs amounting to over P1.5 billion; and P2.5 billion consists of damages and financial losses.

Through its legal counsel, Ocampo & Manalo Law, TRLEI, then controlled by the ousted board, sent demand letters for payment to the construction company twice this year.

TRLEI was supposed to file an arbitration case against the company for the recovery of outstanding payments. Unfortunately, the documentary evidence are stored in Okada’s offices and the ousted group fears that the records might disappear.

Fortunately, despite the bank freeze order and the ongoing dispute as to who should be in control of TRLEI, the warring camps have agreed to allow the release of bank funds to pay the salaries of employees and other needs of the casino complex in the ordinary course of business.

Not so hidden agenda

Czark Mak Corp. has joined efforts to improve environmental sustainability by partnering with the Bantay Kalikasan program of ABS-CBN Foundation and adopting a one-hectare land at the La Mesa Watershed Nature Reserve where it will be engaging in tree-planting activities.

Last June 20, Czark Mak kicked off its tree planting activity to help the Bantay Kalikasan project’s forest conservation efforts. The activity was spearheaded by CZM director Frank Parulan, HR and admin head Nathalie Francisco, and other company officers and employees.

The tree-planting project will be an continuing project for CZM, which will be sending company officers and employees in small batches to comply with the social distancing guidelines of the La Mesa Nature Reserve and LGU.

To date, the Bantay Kalikasan program has rehabilitated 1,552 hectares, with over one million trees planted, grown, and protected since it started 20 years ago.

The La Mesa Watershed project is one of ABS-CBN Foundation’s flagship programs which aims to protect and enrich one of Metro Manila’s remaining forests. The watershed serves as a vital component of the metro’s water system which provides the drinking water of millions of residents of the National Capital Region.

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