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    Ient vs. Tullett Prebon, Inc

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    Jay
    Petitioners were officers of Tradition Philippines, a subsidiary of the Tradition Group established in the Philippines to expand their interdealer broking business. Tullett, a competitor, alleged petitioners violated the Corporation Code by inducing Tullett employees to resign and join Tradition Philippines. The issue is whether violations of Sections 31 and 34 of the Corporation Code, which impose standards of fidelity on officers and directors, can be criminally prosecuted under Section 144. The Supreme Court ruled Sections 31-34 were intended as regulatory measures, not penal statutes, and absent clear legislative intent, cannot be strictly construed to attach criminal liability through Section 144. The Corporation Code aims to encourage corporate growth without unduly impeding officers' work with litigation concerns.

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    Ient vs. Tullett Prebon, Inc

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    Jay
    106 views2 pages
    Petitioners were officers of Tradition Philippines, a subsidiary of the Tradition Group established in the Philippines to expand their interdealer broking business. Tullett, a competitor, alleged petitioners violated the Corporation Code by inducing Tullett employees to resign and join Tradition Philippines. The issue is whether violations of Sections 31 and 34 of the Corporation Code, which impose standards of fidelity on officers and directors, can be criminally prosecuted under Section 144. The Supreme Court ruled Sections 31-34 were intended as regulatory measures, not penal statutes, and absent clear legislative intent, cannot be strictly construed to attach criminal liability through Section 144. The Corporation Code aims to encourage corporate growth without unduly impeding officers' work with litigation concerns.

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    Petitioners were officers of Tradition Philippines, a subsidiary of the Tradition Group established in the Philippines to expand their interdealer broking business. Tullett, a competitor, alleged petitioners violated the Corporation Code by inducing Tullett employees to resign and join Tradition Philippines. The issue is whether violations of Sections 31 and 34 of the Corporation Code, which impose standards of fidelity on officers and directors, can be criminally prosecuted under Section 144. The Supreme Court ruled Sections 31-34 were intended as regulatory measures, not penal statutes, and absent clear legislative intent, cannot be strictly construed to attach criminal liability through Section 144. The Corporation Code aims to encourage corporate growth without unduly impeding officers' work with litigation concerns.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    106 views2 pages

    Ient vs. Tullett Prebon, Inc

    Uploaded by

    Jay
    Petitioners were officers of Tradition Philippines, a subsidiary of the Tradition Group established in the Philippines to expand their interdealer broking business. Tullett, a competitor, alleged petitioners violated the Corporation Code by inducing Tullett employees to resign and join Tradition Philippines. The issue is whether violations of Sections 31 and 34 of the Corporation Code, which impose standards of fidelity on officers and directors, can be criminally prosecuted under Section 144. The Supreme Court ruled Sections 31-34 were intended as regulatory measures, not penal statutes, and absent clear legislative intent, cannot be strictly construed to attach criminal liability through Section 144. The Corporation Code aims to encourage corporate growth without unduly impeding officers' work with litigation concerns.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 2

    Ient vs. Tullett Prebon, Inc.

    G.R. No. 189158January 11, 2017

    DOCTRINE: The Corporation Code was intended as a regulatory measure, not primarily as a
    penal statute. Sections 31 to 34 in particular were intended to impose exacting standards of
    fidelity on corporate officers and directors but without unduly impeding them in the discharge of
    their work with concerns of litigation.

    FACTS: Petitioner Ient is a British national and the Chief Financial Officer of Tradition Asia
    Pacific Pte. Ltd. (Tradition Asia) in Singapore. Petitioner Schulze is a Filipino/German who does
    Application Support for Tradition Financial Services Ltd. in London (Tradition London). Tradition
    Asia and Tradition London are subsidiaries of Compagnie Financiere Tradition and are part of
    the “Tradition Group.” The Tradition Group is allegedly the third largest group of Inter-dealer
    Brokers (IDB) in the world while the corporate organization, of which respondent Tullett is a part,
    is supposedly the second largest. In other words, the Tradition Group and Tullett are
    competitors in the interdealer broking business. IDBs purportedly “utilize the secondary fixed
    income and foreign exchange markets to execute their banks and their bank customers’ orders,
    trade for a profit and manage their exposure to risk, including credit, interest rate and exchange
    rate risks.” In the Philippines, the clientele for IDBs is mainly comprised of banks and financial
    institutions.

    Tullett was the first to establish a business presence in the Philippines and had been engaged
    in the interdealer broking business or voice brokerage here since 1995. Meanwhile, on the part
    of the Tradition Group, the needs of its Philippine clients were previously being serviced by
    Tradition Asia in Singapore. The other IDBs in the Philippines are Amstel and Icap.
    Sometime in August 2008, in line with Tradition Group’s motive of expansion and diversification
    in Asia, petitioners Ient and Schulze were tasked with the establishment of a Philippine
    subsidiary of Tradition Asia to be known as Tradition Financial Services Philippines, Inc.
    (Tradition Philippines).9 Tradition Philippines was registered with the Securities and Exchange
    Commission (SEC) on September 19, 200810 with petitioners Ient and Schulze, among others,
    named as incorporators and directors in its Articles of Incorporation.

    Tullett, through one of its directors, Gordon Buchan, filed a Complaint-Affidavit12 with the City
    Prosecution Office of Makati City against the officers/employees of the Tradition Group for
    violation of the Corporation Code. Impleaded as respondents in the Complaint-Affidavit were
    petitioners Ient and Schulze, Jaime Villalon (Villalon), who was formerly President and
    Managing Director of Tullett, Mercedes Chuidian (Chuidian), who was formerly a member of
    Tullett’s Board of Directors, and other John and Jane Does. Villalon and Chuidian were charged
    with using their former positions in Tullett to sabotage said company by orchestrating the mass
    resignation of its entire brokering staff in order for them to join Tradition Philippines. With
    respect to Villalon, Tullett claimed that the former held several meetings between August 22 to
    25, 2008 with members of Tullett’s Spot Desk and brokering staff in order to convince them to
    leave the company. Villalon likewise supposedly intentionally failed to renew the contracts of
    some of the brokers. On August 25, 2008, a meeting was also allegedly held in Howzat Bar in
    Makati City where petitioners and a lawyer of Tradition Philippines were present. At said
    meeting, the brokers of complainant Tullett were purportedly induced, en masse, to sign
    employment contracts with Tradition Philippines and were allegedly instructed by Tradition
    Philippines’ lawyer as to how they should file their resignation letters.

    ISSUE: Whether Section 144 of the Corporation Code to Sections 31 and 34 of the same
    statute such that criminal liability attaches to violations of Sections 31 and 34
    RULING: The Corporation Code was intended as a regulatory measure, not primarily as a penal
    statute. Sections 31 to 34 in particular were intended to impose exacting standards of fidelity on
    corporate officers and directors but without unduly impeding them in the discharge of their work
    with concerns of litigation. Considering the object and policy of the Corporation Code to
    encourage the use of the corporate entity as a vehicle for economic growth, we cannot espouse
    a strict construction of Sections 31 and 34 as penal offenses in relation to Section 144 in the
    absence of unambiguous statutory language and legislative intent to that effect. When Congress
    intends to criminalize certain acts it does so in plain, categorical language, otherwise such a
    statute would be susceptible to constitutional attack. As earlier discussed, this can be readily
    seen from the text of Section 45(j) of Republic Act No. 8189 and Section 74 of the Corporation
    Code. We stress that had the Legislature intended to attach penal sanctions to Sections 31 and
    34 of the Corporation Code it could have expressly stated such intent in the same manner that it
    did for Section 74 of the same Code.

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