Harsh ruling…

Your Honors, we humbly believe that the SEC did not ruled
hastily over the case of Rappler. It is only just and equitable to revoke
the certificate of incorporation as it violated the mother of all our law,
our Constitution. Taking into consideration the very meaning of
“Corporation’, as it is an “artificial being” created by “operation of the
law”, meaning to say, the law creates or permits the existence of a
corporation and the law may also effect its dissolution. It is within the
ambit of the power of the government through its instrumentality, the
SEC, as provided also in our laws. It is pursuant to the Securities
Regulation Code,
Section 5, paragraph (m) “Power and Functions of the Commission”
states that:
Xxx m) “Suspend, or revoke, after proper notice and hearing the
franchise or certificate of registration of corporations, partnerships or
associations upon any of the grounds provided by law”. When
suspension or revocation is the means sanctioned by the proper
authority to the person who violated the law, with accordance to the
rules and regulations, the enforcement and implementation of
the sanction should be upheld and be respected no matter how
excruciating it is. Time and time again, the legal maxim Dura Lex Sed
Lex is very much applicable in any ruling where Good faith becomes a
shield by perpetrators with their commencement of the crime.
But again, one must bear in mind that – the Law may
be harsh, but it is the law.

Your Honors, we believe that their contention regarding the Heirs

of Gamboa v. Teves gave non-compliant Corporations the chance
to cure their deficiencies prior to the start of the administrative
case or investigation, is unavailing. The said Memorandum
Circular became effective on 22 May 2013. A Corporation may apply for
extension to cure their defects upon filing such petition upon reasonable
ground. Rappler Inc. came into being on 25 July 2011 and the alleged
circumvention of the law when the questionable PDRs were issued was
executed on 2 October 2015. Given the time frame, Rappler Inc. should
have been aware on the Nationality issue that stroked the Teves case
pertaining to the Foreign Equity Restriction in Mass Media on 2013.
The application of the curability of the Teves case serves as an example
or wake-up call to all covered corporations who are existing and about
to exist like in the case of Rappler for the strict compliance with the
requirements provided by law. The two-year period is long enough for
Rappler to absorb the intention of the case so that they would not
commit the same mistake. The same Memorandum Circular was
furthermore strengthened when it was questioned as to its
constitutionality in the Supreme Court. Fortunately, the Supreme
Court upheld its utmost validity.

Equal Protection…

There you go Your Honors, regarding their contention assailing

about the ABS-CBN and GMA’s PDRs, Your Honors, let me invite you
to look on their clauses, it is succinct and clear to be different to the
clause 12.2.2 of the ON PDRs which gives consent to the “foreign entity”
to amend the articles of incorporation or by-laws of the corporation and
was clear to their attested intention that the Omidyar doesn’t want to
be prejudiced by the NBM. Such is already the granting of control,
though it was minimal but it is still granting of control as defined by
out pertinent laws. Meaning to say, they were not deprived of equal
protection nor discriminated for their PDR is tainted with a specific
violation of foreign equity restriction.

Piercing…

With regard to the piercing of the corporate veil to revoke also the
certificate of incorporation of the parent company, Your Honors, we
respectfully believe that it is proper to pierce Rappler Inc. and also go
against Rappler Holdings, for it is clear and convincingly established,
based on the investigation conducted by the Special Hearing panel that
there exists fraud, complete domination and injury which makes their
case falling under the alter ego doctrine which was supported by our
pleadings regarding their meaning and application in order to pierce
the corporation. It is not merely presumed. I am inviting this Honorable
Court to look to the evidence gathered by the SEC special panel which
is impleaded by this Office of the Solicitor General.
 Your Honors, there is complete domination in this case, because
the parent company which is the Rappler Holdings Company which was
made by the Rappler Incorporated to be its instrumentality, however,
its separate existence and distinct personality was being ignored, with
no separate mind, will, or existence of its own.

There is also the existence of fraud and deceit, when RHC was
used to cover itself under the cloak of the personality of Rappler Inc. in
order to sell its PDRs to Omidyar to grant them control. Such cannot be
noticed ordinarily by the public or the corporation without a thorough
investigation which was made and Yes, they did undergo due process
and within that process, fraud was seen. Their denial of the allegations
against them cannot suffice the facts established by the SEC which is
already clear and convincing and cannot be susceptible to further
interpretations. Hence, it is not merely presumed.

Your honors, there exists damage or injury or the third prong is

present in this case. It already caused the harm being suffered by the
Rappler Inc. and the State itself. As there has been an established
fraud, and such deceit already damages the Rappler inc. as the
subsidiary. There has been an improper use of the corporate form and
Rappler Inc. was suffering damages conducted by its instrumentality
when it granted control over a foreign entity which is tantamount to
circumvention of the law. Your Honors, we are citizens of the
Philippines. The Constitution is the retraction of the laws which is for
the general welfare and a guide for the good governance. We as people
of our land who swear for our loyalty and fidelity must uphold and obey
our fundamental law. The Constitution is the sentiment of the citizens
of a country wherein persons are managed to be governed. If this law
has been circumvented, then the very purpose and intention of
protecting our country from external control is violated and is
tantamount to damage and injury. Your Honors, if we let their petition
to be granted, this is detrimental to the interest of our nation. It is
indeed a very dangerous precedent. If they be given a chance, it will
never stop and until then, there will be similar cases to be given
chances. They will never be disciplined and the very intention of our
law will be ruined by a single case which is this case. Let us take into
consideration that we, the government as the parent of this country
must discipline our children to prevent further incidents with the
similar kind..

(insert Quotation and extro… research for an inspiring quote)