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The SEC has received a number of queries by shareholders of Calata Corporation regarding the delisting of the company by the Philippine Stock Exchange (PSE), a Self-Regulatory Organization (SRO).
For the information of the affected shareholders of Calata Corporation, Rule 39.1 of the 2015 Implementing Rules and Regulations of the Securities Regulation Code (2015 SRC Rules) provides for the oversight by the Securities and Exchange Commission over SROs such as the PSE. Specifically, relative to the power of the SRO over listed companies, Rule 39.1.1.4 of the 2015 SRC Rules provides:
“The SRO shall be solely responsible for processing and approving or rejecting applications for new listing of securities, suspension and delisting of listed issues and imposition of sanctions on listed companies for violation of SRO rules; Provided, however, that such powers shall be exercised pursuant to SRO rules. “(emphasis supplied)
Relative thereto, the affected shareholders of Calata Corporation is hereby informed that a decision of a Self-Regulatory Organization (SRO) may be elevated to the Commission En Banc, through the Office of the General Counsel (OGC), via appeal pursuant to the 2016 Rules of Procedures of the SEC. As a matter of fact, Calata Corporation has filed an appeal before the Commission En Banc praying, among others, that the PSE decision delisting Calata Corporation be reversed. This appeal is still pending before the Commission.
In the meantime, the public should be aware that shareholders of a corporation who believe that the directors or officers of such corporation have acted outside the scope of their authority or have breached their fiduciary duty may have remedies under the Corporation Code or the Securities Regulation Code, including but not limited to the filing of derivative suit or action for civil liability against the directors/officers of the corporation.
For the guidance of the public.