No SWU closure despite row

CEBU, Philippines - The members of the prominent Aznar family who comprise majority of the shareholders of the family-owned Southwestern University have assured students and faculty that despite the intra-corporate dispute hounding their family, this will not lead to the closure of the 63-year-old university.

Emmanuel Aznar, the newly appointed chairman of the board, made this assurance in yesterday’s press conference, while Maris Aznar Holopainen, one of the members of the Board of Directors, said that it is unfortunate that this conflict has stepped beyond the family confines and has entered the legal arena.

“We, together with our team of legal advisers, are confident that the merits of our case will speak for itself. We appeal to the judge who will be handling our case for a fair and expeditious resolution,” Holopainen said.

Lawyer Ben Cabrido explained that the conflict between the Aznars started when Andrew Aznar, who was the chairman of the board prior to the April 13, 2009 stockholders meeting, allegedly denied the right of Merlo Aznar to vote.

“Right now, there is a conflict because the majority’s vote was not honored by the minority,” Cabrido said.

Andrew is the son of Matias “Bombi” Aznar III who is the eldest among the nine children of Don Matias Aznar II and Dona Anunciacion Aznar.

Ana Anunciacion Aznar Alfonso-Almario, who is the newly appointed board secretary, said that they comprise the majority wherein they have a total combined share of 55 percent of the total outstanding share of the corporation while the group of Andrew comprises about 45 percent or represents the minority shares.

Almario’s mother, Lydia, is the fourth child of Matias II and wife Anunciacion.

Almario further assured that they will continue to contain the dispute at the family level and have not and will not include their faculty, employees and students as the conflict will be legally resolved.

“We are warning the public not to transact any business with these people (the group of Andrew) because they do not represent the corporation,” Cabrido said.

Holopainen added that after their stockholders meeting wherein they elected a new set of officers, it was duly adjourned and clarified that they did not walk out from the said meeting.

“Regrettably, the said minority family members who are now contesting the authority of this board held another election of their own, without quorum,” Holopainen said.

Cabrido said that the minority has filed a case against the new set of officers contesting the election made by the majority with a prayer for temporary restraining order to prevent the new officers from assuming their new positions.

The case is now pending before the Regional Trial Court Branch 5 and will be heard this coming Thursday as the majority members will also file a provisional remedy of quo warranto in order for the new officers to assume their posts.

Currently, Cabrido said that the new officers are physically barred from taking their rightful positions.

“But because we are dealing with family, we opt for a peaceful transition. An impasse has been reached thus we have no other choice but to respond to their baseless legal actions against us. We are hopeful that this dispute will be resolved in a peaceful and timely manner,” Holopainen said. Her mother, Alma Aznar Holopainen, is the fifth child of Matias II and his wife Anunciacion.

“Conflict is common in any corporation. In family corporations, such conflicts are magnified or intensified...In this case, this happened because family members have different objectives and value systems. Right now, there is a conflict because the majority’s vote was not honored by the minority,” Almario added.

It was reported that after the stockholders meeting was adjourned, a minority of the family members led by Andrew, was said to have held another meeting to elect a different set of Board of Directors.

But, according to Andrew, the meeting had not yet been adjourned when Emmanuel, Almario, Holopainen, Merlo Aznar III, lawyer Alexander Aznar, along with their counsels walked out of the meeting. The meeting, led by Andrew, continued with the elections after the walkout and its election results are the ones recorded in the Securities and Exchange Commission.

“It’s in the evidence. It’s on camera. They walked out. We had cameras on during the meeting and we had a court stenographer,” Andrew said.

Presently, the BOD chaired by Emmanuel has allegedly been “physically barred from taking rightful positions”. Aside from Emmanuel, members of this board consisted of Almario as treasurer, Holopainen, Merlo and Alexander. The board’s legal counsel and corporate secretary is lawyer Bernarditto Malabago.

To this statement, Andrew responded “we did not bar them. That’s not true. Why would we do that? They haven’t even been inside the university since the meeting.”

Andrew also said that “if they wanted to protect the school’s stakeholders, why then did they allow the banks to put the salaries of Southwestern University’s teachers on hold?” This, Aznar added, is one of the reasons why he filed cases against them.

According to him, the main questions in this issue are just, “do you have the right to vote?” and “who can vote?”

He explained that this conflict started back in 1987 when his uncle Merlito Aznar died and left his brothers Emmanuel, Matias Jr., and Merlo as executioners of his will. Merlo, who was appointed special administrator while a case was going on between the other two brothers, was tasked to protect the assets of Merlito. As special administrator, he was not allowed to vote nor was he allowed to take sides. Aznar also said that Merlo has never sworn oath and has no individual letters of administration for the heirs of the late Merlito.

Andrew added that the other group was supposedly not allowed to argue about the matter in public or through the press because they could only do so in court. 

“I could file for the disbarment of their lawyers. What they are doing with this press conference is subjudice because we have an upcoming hearing on the 23rd of April,” Andrew said.

Further, he said that the main issue of the conflict is that Merlo’s side exercised the voting rights of the heirs of the late Merlito who had already signed a Voting Trust Agreement with him. — Mitchelle L. Palaubsanon and Karen Grace H. Yasi, Silliman University Masscom intern/MEEV   (THE FREEMAN)