September 13, 2019
SEC-OGC OPINION NO. 37-19
RE: MUSTERING THE REQUIRED QUORUM; REPRESENTATION OF THE DORMANT/INACTIVE STOCKHOLDERS
Philippine Veterans Bank
101 V.A. Rufino corner
Dela Rosa Street
Legaspi Village,
Makati City
Attention: Atty. Federico A. Manalo
Atty. Vincent Jason T. Villanueva
Dear Sir :
We write in response to your letter dated 06 August 2018 requesting for an opinion on whether the practice by Philippine Veterans Bank (PVB) of representing inactive/dormant stockholders in the stockholders' meeting to muster the required quorum, is acceptable.
As stated in your letter, in 2005 and earlier, despite written notices and publication, a substantial number of stockholders have not been communicating with or attending the stockholders' meetings of the PVB. Personal notices to the stockholders have been returned unopened or they have not communicated with any of the veterans' associations. No legal heir, claimant or transferee has likewise come over to advise PVB of his/her right to the shares. If these shares are not represented in the stockholders' meeting, the PVB would not be able to pass resolutions necessary for it to be financially viable or to comply with regulatory obligations.
Thus,...
