The Department of Justice (DOJ) has found probable cause to indict several officers of publicly listed tuna canning firm Alliance Select Foods International, Inc. (Alliance) for violations of the Corporation Code, stemming from its stockholders' plea to inspect the firm’s corporate books and records.

In an 8-page review resolution, signed by Undersecretary Deo Marco, the DOJ ordered the indictment of Alliance Board of Directors chairman George Sycip, son of Washington Sycip; Annsley Bangkas, assistant corporate secretary; and Alliance Board of Directors members Alvin Dee, Jonathan Dee, and Ibarra Malonzo for violations of provisions in the Corporation Code pertaining to the keeping of books and right to financial statements.

The case originated from two complaints filed by Alliance stockholders Harvest All Investment Limited, Victory Fund Limited, and Bondeast Private Limited, which wrote Alliance on January 15, 2014 to invoke their right to inspect the firm’s corporate books and records due to “substantial financial downturn… which was adversely impacted its share price in the market." The inspection date was set on January 22, 2014.

Before the Alliance Board could act on the request, pending the opinions of its lawyers, the complaints were filed.

In their defense, respondents claimed that the complainants failed to prove their case since Alliance furnished them with its annual financial statements and latest financial reports, including that of its subsidiaries and affiliates.

The complaints were dismissed as well as the subsequent motion for reconsideration, thus the case was elevated to the Office of the Justice Secretary on petition for review. On review, the earlier resolutions were reversed.

In the review resolution, the DOJ said “[t]he elements of the crime committed by respondents are present in the instant case.”

“Complainants are stockholders of Alliance and thus have the right to inspect the corporate books and records… [t]he inspections were to be conducted during reasonable hours and even at the office of Alliance and its corporate secretary,” the resolution read.

The DOJ said respondents denied the request “employing a scheme to repeatedly refer the issue between the Board and certain lawyers.”

“Respondents, consisting of members of the Board and the Assistant Corporate Secretary voted in favor of such actions and/or implemented the same. The scheme notably amounted to a delay of at last 72 days and yet even with opinions from lawyers, there is no resolution to allow the inspection.

“This tactic, as shown by clear evidence, of continuously delaying any decision on the matter indicates an evasive scheme adopted by respondents to defeat the rights of complainants to inspect the corporate books and records of Alliance,” the resolution read.