It is a fact that our country, the Philippines is still in its developing stage.

As much as possible, we try to portray

a good and positive image to the world.

However, how could we boost our tourism and set a positive image to the world if the government itself, tries to
impede, if not harassed all elements that are critical in its operations?

What images exactly our government is trying to portray then?

Such is the case of the revocation by SEC of Rappler’s Certificate of Incorporation. Rappler’s petition for review
cites procedural and substantive processes which were violated, and points out how Rappler’s PDR were singled
out.

The agreement between Rappler and Investor, Omidyar Network (ON) DOES NOT Constitute Control. The
petition also bares similar agreements between network giants ABS-CBN and GMA News, and other well-known
and influential domestic corporations, which the SEC has not faulted, and which it did not investigate.

Despite the fact that the questioned provision only existed as a mechanism to help ensure that the rights of a
minority investor would be protected vis-a-vis other PDR Holders, how come SEC insists that such provision
constitutes “CONTROL” when in fact it is not?

Your Honor, the decision of the Securities and Exchange Commission to cancel the Certificate of Incorporation of
Rappler Holding Corporation. is unfounded and impractical, and therefore is UNCONSTITUTIONAL. Allow me
to present to you the Practicability of declaring this decision as Unconstitutional.

1. IT IS IMPRACTICAL BECAUSE THE FUNDAMENTAL LAW OF THE LAND IS BEING VIOLATED.

2. IT IS IMPRACTICAL BECAUSE IT IS AS IF SEC IS TRYING TO SINGLE OUT ONLY RAPPLER

AMONG ALL MEDIA CORPORATIONS AND OTHER DOMESTIC COMPANIES WHO OFFERS
PDRs:
 Domestic Corporations offering Philippine Depository Receipts (PDR) are no longer new in the
country.
 There are at least three high-profile media corporations namely ABS-CBN, GMA and Rappler that
have used Philippine Depository Receipts to obtain foreign investments. If we are to remember,
one of the basis of SEC of revoking the Certificate of Incorporation of Rappler , Inc. is due to the
alleged “FOREIGN CONTROL” of Omidyar Network founded and interpreted on Rappler’s
Articles of Incorporation. And I quote, Article 12.2.2:
o Article 12.2.2: The issuer undertakes to cause the Company from the date hereof and
while ON PDRs are outstanding: not to, without Good Faith discussions with ON PDR
Holders and without the approvable of PDR Holders, holding at least two-thirds of all
issued and outstanding PDR, alter, modify or otherwise change the Company’s Article
of Incorporation or By-Laws or take other action here such alteration, modification
or change or action will prejudice the rights in relation to ON PDRs
 Now, let us compare the Articles of Incorporation of Rappler to that of ABS-CBN and GMA
Nework, and I quote:
o For ABS- CBN HOLDINGS CORPORATION: Undertakings in relation to the PDR.
The issuer has agreed to cause the Company: 2. Not to alter, modify or otherwise change
its Articles of Incorporation or By Laws or take any other action so as to materially
prejudice the Rights in relation to the PDR.
o For GMA HOLDINGS INC.: Undertakings in relation to the PDR. The PDR Issuer has
agreed to cause the company: 2. Not to alter, modify or otherwise change its Article of
Incorporation or By- Laws or take any other action so as to materially prejudice the rights
to the PDR.
  Now, are the provisions stated in those three media companies the same or similar if literally
interpreted? Now the question is, why is it that only RAPPLER is being targeted by the SEC?
Why not investigate also the two other media outlets if there is indeed a violation in the
Constitution? To punish RAPPLER and spare the others is not fair, not only to public investors,
but also to the television viewers and listeners of the radio stations operated by ABS CBN and
GMA. This only gives us the impression that SEC, being a regulatory authority, is selective in
implementing the law.
 Now, according to the guidelines of the Securities and Exchange Commission on Foreign
Ownership, two most important items from these rules are the following: 1. The SEC will require
all covered corporations to observe the 40% foreign ownership restrictions for each class of shares,
given that these classes of shares have different rights, privileges and limitations. 2. All companies
in violation of this ownership restriction are given a maximum of five years to comply. If we
are to date back, it was only last Dec. 14, 2016 that the SolGen ordered the SEC to conduct an
investigation to the alleged violation of RAPPLER. And immediately the order of revocation by
SEC was released on January 11, 2018, a span of not less than 2 years. Where is the maximum of
5 years to correct or comply with the restriction goes now? Why the sudden kill order by SEC
without giving an option for Rappler to correct its defect? The answer ladies and gentlemen is
CURTAILMENT OF PRESS FREEDOM. Now on to my second point.

3. IT IS IMPRACTICAL BECAUSE MOST PEOPLE SEE IT AS CURTAILMENT OF PRESS FREEDOM,

THEREFORE SOWING FEAR TO THE PUBLIC THAT THE GOVERNMENT VIOLATES FREEDOM
OF THE PRESS.
 Rappler’s was very vocal in its coverage of the Duterte’s Administration especially on its bloody war on
drugs. In fact, it earned the ire of our President, who consistently threatened to close the media company.
 It is of no question that Rappler’s legal troubles were triggered by its commentaries and criticisms of the
current administration and its policies.
 Time and again, one is usually safest when conforming to the rules of the government. No one will bother
if one just bows down to the leaders of the state. Rappler is known for its scrutiny and investigative
reporting when it comes to President Duterte’s movements; but who would have thought that the
repercussions would come this far?
 This is a systematic suppression of press freedom. Suppressive and systematic. The grounds in revoking
Rappler’s license are all legal. They have committed violations. But there is the thought that there may
be an ulterior motive why out of all media outlets, it really has to be Rappler— a social news network that
is known for its reports against President Duterte’s war on drugs, a media outlet that was featured as
“biased” multiple times by a famous blogger who is now a government official. Rappler is the favorite
recipient of bashes from Pro-Duterte netizens. What are the chances that Rappler is the chosen one? It is
as if there was an intended search for a loophole, resulting in an actual discovery that there is.
 Maybe justice is indeed selective. Maybe punishment only applies to the critics of the government. Maybe
the Constitution may be bent and leaned towards whoever favors the administration.

4. IT IS IMPRACTICAL BECAUSE THE PHILIPPINES AS A DEVELOPING STATE, IS GREATLY IN

NEED OF FOREIGN INVESTMENTS AND THIS ACT OF THE GOVERNMENT GIVES AN
IMPRESSION THAT THE GOVERNMENT IS NOT TRANSPARENT ENOUGH, THEREFORE
MAKING THE PHILIPPINES AS A BAD LOCATION FOR BUSINESS
1. Are you aware of the existence of ABS CBN and GMA Networks?
a. Are you also aware that aside from RAPPLER, ABS CBN and GMA Networks also offers
Philippine Depository Receipts as part of their capital stock?
b. Haven’t you wonder why among these three leading media companies, only RAPPLER is being
targeted by SEC?
c. Therefore, this only shows SEC, being a regulatory body, is selective in applying the law.