The squabble at Yanson family-owned Vallacar Transit Inc. (VTI), one of the country’s largest bus fleets operators, started about a year ago when a cashier at the company’s purchasing office in Manila was found out to have illegally disbursed a number of checks amounting to least P27 million to suspicious beneficiaries.
This is according to Ricardo Yanson Jr. and Celina Yanson-Lopez, two of the four siblings (along with Roy and Emily Yanson) who are now battling two other siblings (Leo Rey and Ginette Yanson-Dumancas) and their 85-year-old mother, Olivia Yanson, for control of VTI.
The female cashier, Rowena Sarona, told investigators she had been victimized by budol-budol, or a gang of swindlers, alluding to the involvement of a boyfriend from abroad. To date, this case is still under investigation by the National Bureau of Investigation and a case for qualified theft had been filed against Sarona.
The head office in Bacolod discovered the fraud when one of their banks called about a “questionable” issuance of check. It was a personal check that the cashier had tried to encash.
It was then found out this was not just a one-time deal: over the course of two years, about 10 checks had been encashed by various beneficiaries. As such, Lopez said the budol-budol story was hard for the cashier to sell.
Because of this, Lopez said the six Yanson siblings held a board meeting and decided to terminate the services of Rey Repollo, the company’s vice president for supply and logistics, due to command responsibility. The termination came with separation pay and exoneration from the case that involved Sarona.
In a recent interview with the Inquirer, the siblings noted that Repollo was a “favorite” employee of their mother, Olivia.
“That’s when our mother got angry. She felt that she had no more power,” Yanson said.
“She wanted him to stay. He’s like her adopted son,” Lopez added.
The matriarch even offered to pay the missing amount to take the heat off Repollo, saying that the latter was a “very loyal” long-time employee, Yanson recalled.
The termination of Repollo was the “trigger point” for their mother to demand for voting rights and to reclaim board control. “The bottom line is that our mom plays favorite, not just within the family, but also within the company,” Yanson said.
Based on Vallacar’s 2018 general information statement, five Yanson siblings each owns some 19.4 percent of the company. The only exception was Emily, who held only 2.92 percent, due to a technicality that was already being fixed when the patriarch, Ricardo Yanson Sr., died in 2015.
This suggests that the four siblings who ousted Leo Rey as president of VTI on July 7 held 61.2 percent, beating Leo Rey and Ginette’s combined voting block of 38.8 percent.
The siblings noted that even before their father died, the shares had already been transferred to the second generation. The family even hired consultants to create a family constitution and professionalize the group over the years.
“We have shareholders agreement, and the family was well-structured in terms of succession planning, estate planning and wealth planning. This conflict started only when Rey Repollo was terminated,” Lopez said.
Lopez said their mother had even blamed her for the mess at the purchasing office in Manila, and had asked her to resign but her three other siblings pleaded for her to stay on. The siblings noted that the Bacolod office funded the disbursements in Manila, and cited loose controls in this office.
When the matriarch filed a petition to get back her share in the company, two of the children—Leo Rey and Ginette—supported her.
“Allow her to enjoy the fruits of her hard-earned labor,” Leo Rey said in a statement. “Legally and morally, OVY (the acronym of their mother) owns VTI, OVY owns Ceres,” Leo Rey said.
On Aug. 19, Leo Rey retook control of the firm, backed by Olivia and Ginette, while the other siblings decried lack of quorum needed to make such move legal.
For her part, Olivia had appealed to her children to honor and respect her as their mother and cofounder of the bus conglomerate, noting she had only a few years to live. “Am I asking too much from each one of you? Many of you have not even visited me in my house since your father died. My pillow is full of tears every morning because of all the pain you are giving me. I think I don’t deserve this after I have sacrificed my life for each one of you. My only wish in the twilight of my life is to see all of you as a family and not fighting one another,” she said.
While the four other children allude to efforts to improve corporate governance as the reason why they are fighting for control of their shares, their sibling Leo Rey accused them of “insatiable greed and plain opportunism.”