SEC lets Lopez firm hold annual meeting without electing directors

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Twelve Lopez family members accused Federico “Piki” Lopez of breaching fiduciary duties and inserting provisions in major deals that make his removal costly.

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MANILA, Philippines — First Philippine Holdings Corp. will proceed with its annual stockholders' meeting on July 27 without electing a new board, after securing clearance from the Securities and Exchange Commission to defer the vote while the Lopez family's company tussles remain unresolved.

In a disclosure to the Philippine Stock Exchange on Friday, May 8, the Lopez-led holding firm said the SEC's Markets and Securities Regulation Department had given it the green light to proceed with the meeting while excluding the election of directors from the agenda.

FPH said its board would convene to set a date for a separate stockholders' meeting solely for electing directors once "the issues in the intra-corporate case are resolved," or once a court orders that such a meeting be held.

The arrangement keeps the company's current board in place and avoids a head-on shareholder vote.

A family at war

The deferral is the latest in the bitter feud between Federico "Piki" Lopez, who chairs FPH and First Gen Corp., and the family majority led by his cousin Eugenio "Gabby" Lopez III, which controls 71% of Lopez Inc., the parent company of the Lopez group.

The dispute traces back to February 27, when the Lopez Inc. board voted 5-2 to oust Piki as president and chief executive of the holding company, citing loss of trust. Piki sued in the Mandaluyong Regional Trial Court, which issued a writ of preliminary injunction in March keeping him in his post pending the case.

The fight has since spilled into the group's listed companies, with the majority bloc accusing Piki and First Gen of belatedly disclosing "poison pill" provisions tied to deals with Enrique Razon Jr.'s Prime Infrastructure that they say expose minority shareholders to billions in risk.

Piki's counterpunch at ABS-CBN

On May 6, Piki escalated the fight by filing a verified complaint with the SEC asking it to audit ABS-CBN Corp. and investigate its top executives — chairman Martin "Mark" Lopez, president Carlo Katigbak, and treasurer Ricardo Tan — for what he described as the "squandering" of company funds.

The complaint flagged about P10.6 billion in compensation packages and advances paid to executives and "favored persons" from 2020 to 2025, even as the network piled up P45.5 billion in net losses after losing its broadcast franchise in 2020.

Piki asked the SEC to appoint an independent management committee and order a forensic audit of related-party transactions.

ABS-CBN's board, which includes members aligned with the family majority, has previously denied the allegations of unresolved audit findings and improper executive payouts, and said the company should not be dragged into a dispute it is not party to. — Cristina Chi

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