Very short digest We ruled in favor of De los Angeles in his appeal before this Court. We found
that De los Angeles ownership of SMC shares in his name was sufficient to
In San Miguel, Eduardo De los Angeles (De los Angeles) was one of the PCGG
authorize him to bring suit. De los Angeles act was also not contrary to PCGGs
representatives in the Board of Directors of San Miguel Corporation
position. Moreover, De los Angeles complaint was confined to the validity of
(SMC). De los Angeles owned 20 shares in his name and was elected to the
SMCs assumption of the indebtedness of Neptunia and did not even inquire
SMC Board by the 33,133,266 SMC shares sequestered by PCGG. De los
about the ownership of the SMC shares sequestered by PCGG. We then
Angeles questioned the SMC Boards resolution to assume the loans of
stated that the acts of the board of directors which are claimed to amount to
Neptunia Co., Ltd. (Neptunia), SMCs indirectly wholly owned
fraud and to be detrimental to the interest of the sequestered corporation
subsidiary. When De los Angeles efforts to obtain relief from SMC and PCGG
constitute an intracorporate dispute within the jurisdiction of the SEC even
proved futile, he filed a derivative suit with the SEC. Ernest Kahn moved to
though a PCGG representative filed the case.
dismiss De los Angeles derivative suit on two grounds, one of which stated
that the SEC had no jurisdiction over the controversy because the matters
involved are strictly within the business judgment of SMCs Board of Directors.