Universal Entertainment Corporation (UEC) and Tiger Resort Asia Limited (TRAL), the parent companies of Tiger Resort Leisure and Entertainment Inc. (TRLEI), vehemently denounce the decision of the Philippine Amusement and Gaming Corporation (PAGCOR) to blatantly take the side of the usurper Kazuo Okada in the ongoing intra-corporate dispute.
UEC and TRAL, both of which recognize the TRLEI Board of Directors led by TRLEI Co-Vice Chairman Michiaki State, decry PAGCOR’s biased involvement in the intra-corporate dispute between Mr. Kazuo Okada and TRLEI.
Supervening events confirmed PAGCOR’s favor to the group of Kazuo Okada. In a letter dated 24 May 2022, PAGCOR maintained its earlier position to accede to Kazuo Okada’s request to: (a) deny attempt by the current Management of TRLEI to transfer and/or assign assets and funds from the casino operations of TRLEI without approval of the Board of Directors constituted on 2 May 2022; and (b) transact, negotiate or enter into contracts and agreements with TRLEI only through its new representative, Mr. Dindo A. Espeleta, beginning 2 May 2022 until further notice.
On 22 May 2022, PAGCOR and the Kazuo Group held a meeting, electing Espeleta as TRLEI’s supposed representative to PAGCOR.
Its bias towards the Kazuo Group manifested heavily during the flagrantly violent takeover of Okada Hotel by the Kazuo Group.
PAGCOR’s President and Chief Operating Officer Mr. Alfredo Lim was quoted as saying that the takeover was peaceful and orderly — this despite the viral videos showing the complete opposite.
Furthermore, the Kazuo Group claimed that that PAGCOR recognizes his sham board of directors.
Based on its mandate, PAGCOR, a government-owned or -controlled corporation (GOCC) is only mandated by Presidential Decree No. 1869 (PD No. 1869) to “regulate, operate, authorize and license games of chance, games of cards and games of numbers, particularly casino gaming in the Philippines.”
It is not authorized by law to adjudicate intra-corporate disputes.
Moreover, PAGCOR is not permitted to exercise its regulatory powers by favoring a party in an intra-corporate dispute, a matter well within the jurisdiction of the Securities and Exchange Commission (SEC).
Thus, it is a blatant disregard of the parties’ legal rights that PAGCOR has shed its neutrality in this intra-corporate dispute by openly recognizing the sham board without any legal and factual basis.
This manifest bias is an act of graft and corruption under Republic Act 3019, particularly Section 3(e), which states:
Section 3. Corrupt practices of public officers. In addition to acts or omissions of public officers already penalized by existing law, the following shall constitute corrupt practices of any public officer and are hereby declared to be unlawful:
(e) Causing any undue injury to any party, including the Government, or giving any private party any unwarranted benefits, advantage or preference in the discharge of his official administrative or judicial functions through manifest partiality, evident bad faith or gross inexcusable negligence. This provision shall apply to officers and employees of offices or government corporations charged with the grant of licenses or permits or other concessions.
At the heart of this issue is the status quo ante order (SQAO) that the Kazuo Group claims to empower its forceful and brutal takeover of the premises of Okada Manila.
We wish to stress that status quo ante refers to the state of affairs that existed previously. The SQAO neither authorized nor empowered Kazuo Okada, more so his cohorts, to install a new Board of Directors or officers. The status quo in 2017 in no way includes the newly installed Board of Directors and officers. Plain and simple, the newly installed Board is not the status quo Board in 2017.
The SQAO reinstated only Mr. Okada as shareholder (1 share), director, Chairperson and Chief Executive Officer (“CEO”) subject to the final decision of the SC and the Motion for Reconsideration of the SQAO. Further, the Petitioner in the case is Mr. Okada only. In fact, Mr. Cojuangco was even a respondent or the opposing party in the case. Since Petitioner Okada was granted the SQAO, Mr. Cojuangco, as a Respondent, cannot avail of the benefits of the same to install himself as a director and President. On the other hand, Mr. Espeleta was not even a party to the case – neither as Petitioner nor Respondent, while Atty. Herrera was counsel for Petitioner Mr. Okada. Considering these facts, there is no way that the SQAO can legally and validly entitle them to a creation of a new board and more importantly, to take over operations. At this time, it is still Tiger Resort Asia Limited (“TRAL”) which holds, 99.9% ownership of the shares in TRLEI. The majority shareholders will be issuing their statements and approved resolutions in the coming days.
PAGCOR is well aware of these facts and yet it has acted with obvious bias in favor of the Kazuo Group.
Given the foregoing circumstances, UEC, TRAL, and the legitimate board of directors of TRLEI vehemently denounce the acts and omissions committed by PAGCOR in:
a) recognizing a sham board without bothering to seek out and examine the material facts, and
b) knowing fully well that the legitimate board of directors is properly empowered by the majority shareholders of TRLEI, who own and control no less than 99.9 percent of the company’s outstanding capital stock.
We urge PAGCOR to adopt a neutral stance in the intra-corporate dispute and be more mindful of its mandate as a GOCC.
The public can rest assured that UEC, TRAL, and the legitimate Board members of TRLEI will not relent in exhausting all legal remedies to right the wrong that has recently been committed against the company and protect the interests of all stakeholders.