Controlling shareholder Tomohiro has 53.27 percent of OHL share voting rights, while his disgruntled dad Kazuo only has a minority voting stake
Tomohiro Okada, who legally controls integrated casino resort Okada Manila, has directed the camp of his disgruntled father Kazuo Okada to immediately vacate Okada Manila and stop their perversion of the temporary relief that the Philippine Supreme Court issued in April.
The Japanese Supreme Court has ruled with finality that Tomohiro rightfully controls the voting rights of 53.27 percent of Okada Holdings Ltd. (OHL), the parent company, while the rest are held by his disgruntled father Kazuo. This Japanese Supreme Court ruling settled the issue in an intra-corporate dispute filed by Tomohiro’s sister, Hiromi.
In 2017, Tomohiro, who then only held 43.48 percent of the shares of OHL, signed a Trust Agreement with his sister Hiromi, who then held 9.78 percent of the shares in OHL, granting Tomohiro control over Hiromi’s shareholding.
The Trust Agreement is legally binding for 30 years. This means that Kazuo cannot regain control over the company for three decades unless Tomohiro sells his shares or rescinds the Trust Agreement.
Given the finality of the Japanese Supreme Court ruling, all the other cases purportedly filed by Kazuo in Chiba, Japan, assailing the majority control of his son Tomohiro are an exercise in futility — the way his previous attempts all fell flat.
Through his majority stake in OHL, Tomohiro controls Tokyo-listed Universal Entertainment Corp. (UEC), which wholly owns Hong Kong-based Tiger Resorts Asia Ltd. (TRAL). Tiger Resort Leisure and Entertainment Inc. (TRLEI), which operates Okada Manila, is 99.99-percent owned by TRAL.
“As the majority controlling shareholder in OHL, I, Tomohiro Okada, condemn and disown the acts of my father Kazuo and his Filipino and Japanese cohorts in Okada Manila. Their perversion of the law must be put to an end. I am organizing the boards of OHL, UEC, and TRAL to immediately address this issue, work with our legal teams, and seek redress from the High Court of the Philippines to put to rest the Kazuo group’s futile attempt at what is truly a shameful corporate heist,” Tomohiro said.
‘Can’t transfer what you don’t own’
Tomohiro also underscored that he only recognizes the legitimate board of TRLEI led by Byron Yip.
“I do not recognize the illegitimate occupation of Okada Manila or any of their claims that they now manage and control Okada Manila. I only recognize the legitimate board of TRLEI led by Byron Yip, who was duly elected by shareholders, to run Okada Manila. My father’s minority voting stakes in OHL does not give him the right to control Okada Manila — much less appoint anyone as part of its board,” Tomohiro said.
TRLEI Legal Counsel Atty. Estrella Elamparo agreed, saying that to claim that having a minority voting stake in OHL supposedly gives Kazuo the power to make management decisions in its subsidiaries, units, and affiliates is plainly absurd.
“The legal counsel of Kazuo claimed that because Kazuo has some voting stakes in OHL, he is empowered to decide on matters regarding Okada Manila and even TRAL. It is an utterly despicable claim, especially since the grandfather rule cited by Kazuo’s counsel does not apply in this case as the issue is not whether the Filipino ownership requirement under our laws is being complied with. The issue is whether Kazuo owns a majority of outstanding shares of stock to exercise management control over a corporation,” Elamparo explained.
“The ownership structure is clear, Kazuo only has a minority stake in the parent company and does not own a single share in Okada Manila,” Elamparo added.
Kazuo and his cohorts Tonyboy Cojuangco and Dindo Espeleta have been illegally sitting as members of the sham board of directors in Okada Manila, claiming that their illegal and violent takeover of the integrated casino resort is covered by a mere status quo ante order (SQAO) issued by the Philippine Supreme Court.
In appointing officers, Kazuo illegally issued shares to his representatives.
“The SQAO cannot order TRAL to appoint Kazuo as the representative of TRAL to TRLEI. TRAL is not a party in the instant case. And even if he were TRAL’s nominee, he has no right to issue TRAL’s shares to his cohorts. A nominee is not an owner. He does not have the power to assign or transfer what he does not own,” Elamparo said.
The SQAO only ordered the parties to resume operations based on the status quo in 2017, when Kazuo was ousted from TRLEI by TRAL, and UEC for issues of corruption. The Philippine Supreme Court only granted Kazuo’s petition for his restoration as shareholder – holding one nominal share and not as the sole representative of TRAL to TRLEI – and director, chairman, and CEO of Okada Manila.
Kazuo was never granted his petition to designate and issue nominal shares to directors or officers. However, he appointed Espeleta, and several others – who were never part of the 2017 TRLEI board of directors – as part of his sham board, a direct disregard to the SQAO’s provisions.
Disrespectful and perverted
But in enforcing the SQAO, which is still being questioned before the Philippine Supreme Court, the Kazuo Group employed brute force to illegally takeover the premises of Okada Manila, getting the support of its own security, the local government’s police force, and a local sheriff – not a Supreme Court officer.
“Even without the explanation of our legal counsels, it is clear as day that my father and his cohorts disrespected and perverted the SQAO. I have long disagreed with the management and ethics of my father, as he always acts as if he is above the law. He has lost all sense of legality and good governance. He uses his companies as his personal piggy bank which led to the numerous cases he now faces. I refuse to be associated with my father and his sham board and to tolerate such behavior,” Tomohiro said.
UEC, TRAL to file cases in Hong Kong
With the disruptions made by the usurper Kazuo to the operations of Okada Manila as well as TRAL and UEC, UEC and TRAL are bent on bringing him to court in Hong Kong, where TRAL is registered. TRAL intends to pursue expedited civil action to obtain a restraining order against Kazuo Okada to protect its rights as the lawful controlling shareholder of TRLEI.
The acts made by Kazuo Okada and his collaborators fall into serious violation of Hong Kong law, including falsification of official documents, fraud, and embezzlement and thus, UEC and TRAL will file criminal charges against them with the Hong Kong authorities to pursue responsibilities for these acts.
This new case will add to the already-long list of criminal and civil cases that Kazuo has on his belt. To date, he has 29 pending cases in six jurisdictions.
“As the rightful and legally recognized controlling shareholder in OHL, UEC, TRAL, and TRLEI, I respectfully appeal to the Honorable Supreme Court to hasten its decision to conclude this issue. I am hopeful that the honorable Supreme Court will recognize the fact that my father Kazuo has no right to sit as an officer of Okada Manila. With each day that passes without this injustice
being remedied, the risk that irreparable harm will be suffered by TRLEI, TRAL and UEC and all of their employees and other stakeholders increases significantly.
We are respectfully praying that the High Court will act swiftly to finally resolve this issue in the Philippines, asthe courtsin Japan and Hong Kong have done. Okada Manila is a multibillion-dollar foreign investment, and the quick resolution of this case will help promote the Philippines as an ideal investment destination,” Tomohiro concluded.