STATUTORY CONSTRUCTION

Philippine Veterans Bank v. Callangan

Motion for Reconsideration of the resolution of the Supreme Court
Facts: The case is about the letter sent by the SEC to Philippine Veterans Bank (PVB) that it qualifies as
a “public company” under the Sec. 17. 2 of the Securities Regulation Code (SRC) and Rule 3 (1) (m) of
the Amended Implementing Rules and Regulations of the SRC therefore required to comply with the
reportorial requirements. PVB claims that is a private company whose shares of stocks are available only
to the limited class or sector. to the World War II veterans, and not to the general public. Respondent
rejected the bank’s explanation and provided penalty for not complying with the SRC reportorial
requirements.
Issue: W/N the petitioner is a “public company” subject to the reportorial requirements under Sec. 17.1 of
the SRC
Held: YES, PVB is a public company pursuant to Sec.17.1 of the SRC
The records establish that the Bank has assets exceeding P50M and has 395,998 shareholders. It is thus
considered a public company that must comply with the reportorial requirements set forth in Sec. 17.1 of
the SRC.
The Supreme Court held that “public company”, as contemplated by the SEC, is not limited to those shares
of stocks are publicly listed, even companies like the Bank, whose shares are offered only to a specific
group of people, are considered a public company, provided they meet the requirement as required under
the SRC.
Disposition: The petitioner motion for reconsideration is hereby DENIED with finality.
CONSTRUCTION:
The bank ignored the fact that the first and fundamental duty of the Court is to apply the law. Construction
and interpretation come only after a demonstration that the application of the law is impossible or
inadequate unless the interpretation is resorted to. In this case, we see the law to be very clear and free from
any doubt or ambiguity, thus, no room exists for construction or interpretation.
Note: In interpreting the meaning and scope of a term used in the law, a review of the whole law must be
made, and its intendment must be given effect.
Provisions:
Sec. 17.1 of SRC states that the reportorial requirements shall apply to an issuer with assets of at least
P50M or such other amount as the commission shall prescribe and having 200 or more holders each
holding at least 100 shares of a class of its equity.
Rule 3 (1) (m) of the Amended Implementing Rules and Regulations of the SRC defines “public
company” as “any corporation with a class of equity securities listed on an exchange or with assets in
excess of P50M and having 200 or more holders, at least 200 of which are holding at least 100 shares
of a class of its equity securities