BIZ BUZZ: C.Y.A., Part Two
A day after the Bangko Sentral ng Pilipinas issued an unusually worded approval of the merger off the Land Bank of the Philippines (LBP) and the United Coconut Planters Bank (UCPB) (please see our previous column for the official definition of ‘C.Y.A.’), it was the turn of the Securities and Exchange Commission.
Biz Buzz obtained a copy of the letter the corporate regulator sent to the head of Landbank approving the government bank’s merger with UCPB, dated Jan. 14, 2022. This was a day after the central bank conveyed the approval of its Monetary Board of the very same deal.
SEC’s letter read thus:
“Within 30 days from receipt of this letter, the boards of directors of LBP and UCPB shall execute and submit to this commission their duly notarized joint directors’ certificate and affidavit of undertaking, stating that the respective boards of directors of LBP and UCPB resolved to keep this commission free and harmless from any liabilities arising from, or in connection with, the approval of the subject transaction, with the adoption of a disclaimer, as follows:
“Resolved, that the LBP and UCPB agree to hold the Securities and Exchange Commission, and/or any of its officers, employees, or representatives, free and harmless from all liabilities to the fullest extent permitted by law, from and against all claims and liability arising from, or relating to the SEC’s approval of the application for LBP-UCPB merger, including but not limited to, any claim (i) not identified by LBP and UCPB; (ii) not assumed by LBP, (iii) not appearing in the documents and financial statements submitted to SEC or (iv) settlement of appraisal rights of the dissenting stockholders.
Resolved, further, that the LBP and UCPB shall indemnify the SEC or any of its officers, employees, or representatives, to the fullest extent permitted by law, against all claims, demands, damages and expenses of any nature whatsoever arising from, or in connection with the aforesaid merger.”
We assure our readers that you’re not reading a rerun of last Monday’s column but, instead, a similarly worded proviso that was also in the BSP’s approval of the previous day.
Naturally, if the central bank—which, as the primary regulator of banks, has the expertise required to pass judgment on such a merger—includes a C.Y.A. provision in its approval, why shouldn’t the SEC protect its own behind, too, right?
In essence, what the country’s banking and corporate regulators seem to be telling the public is that: “We approve of these deals … but don’t blame us if things go south.”
The big question is why are government regulators abdicating their responsibility to conduct a thorough due diligence of this deal? Are any answers even forthcoming? Abangan!
— Daxim L. Lucas
And then there were three
Despite protests aired by a number of former presidents, top executives as well as friends and partners of the Philippine Travel Agencies Association (PTAA), presidential candidate Ferdinand Marcos Jr. will still be a guest of honor at the first general membership meeting for 2022 on Jan. 27.
But he will not be alone during the anticipated event that will also see the induction of a new set of board of trustees and officers and the launch of the 29th TravelTour Expo 2022.
Seen as a concession to those who questioned Marcos’ presence, he will be joined by Tourism Secretary Bernadette Romulo-Puyat and Datuk Tan Kok Liang, President of the Federation of Asean Travel Associations.
But even then, a number of PTAA members still found the situation unacceptable, thus they declared that they would not renew their membership for the year as Marcos would still be present. Others have also decided to boycott the grand event.
To recall, a petition was sent to the current leaders of PTAA to do away with Marcos as guest and speaker as he is running for president. The petitioners stressed that the PTAA affair might be construed as a political event and that the PTAA was endorsing his candidacy, thus their opposition.
But as things stand, it is still a go for Marcos, setting a —bad?—precedent for future PTAA events.