SEC affirms P2 million fine on Velarde, NOW Corp.

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February 10, 2026 | 12:00am

MANILA, Philippines —   The Securities and Exchange Commission (SEC) has denied the appeal of NOW Corp. and its chairman Mel Velarde, affirming P1 million fines each for violating securities law over a market disclosure found to be misleading.

A case was previously filed by the NOW and Velarde seeking the reversal of SEC Enforcement and Investor Protection Department (EIPD) orders where the latter adjudged the parties to be administratively liable for allegedly disclosing misleading information to the public in connection with a news report about an alleged P2.6-billion liability of NOW’s affiliate to the government.

The commission, in a 23-page decision promulgated Dec. 16, 2025, ruled that the appeal was “bereft of merit,” upholding two earlier orders of the EIPD and ordering NOW and Velarde to pay the penalties.

The EIPD was likewise directed to investigate the potential liability of other members of NOW’s board of directors “to determine if they could be held accountable in their personal capacities.”

The case stemmed from a November 2021 disclosure issued by NOW, which the SEC ruled was “untenable and completely misleading.”

The disclosure issued by NOW following a report that said the government, through the National Telecommunications Commission (NTC), was seeking resolution of NOW Telecom’s alleged P2.6-billion unpaid fees.

Responding to a query from the Philippine Stock Exchange, NOW said it was not a party to the Supreme Court case and that the company “has no knowledge of the specific details surrounding the alleged motion,” invoking the sub judice rule.

While the statement may have been “literally true in a narrow sense,” the SEC said it was “nonetheless delusive and calculated to be misunderstood.”

“Certainly, the public was not concerned with the procedural filing of the NTC Motion; but was concerned with the alleged P2.6-billion liability,” it said.

On Velarde’s personal liability, the SEC described as “incomprehensible” his claim of ignorance of a “multi-decade, multi-billion-peso dispute threatening their primary asset.”

“When Mr. Velarde, acting for NOW Corp., made or caused the making of a misleading statement, he personally violated Section 24.1(d) of the SRC,” the SEC said.

In a stock exchange filing, NOW said the company intends to further appeal the decision to the appropriate appellate court.

It said the incident has no impact on the financial condition and business operations of the company.