SEC affirms revocation of Rappler’s corporate franchises

The Securities and Exchange Commission (SEC) has affirmed the revocation of the certificates of incorporation of Rappler, Inc. and Rappler Holdings Corporation (RHC) for their violation of constitutional and statutory restrictions on foreign ownership in mass media.

In a statement, the SEC said “The contentions raised by Rappler and RHC have been squarely and adequately addressed by the SEC and the CA (Court of Appeals) in their respective decisions, resolutions and orders, including the latest issuance from the Commission.”

“In this light, the latest order issued by the Commission En Banc merely puts in effect its earlier decision and those of the Court of Appeals,” it added.

The SEC recounted that, the Commission En Banc, in a decision issued on January 11, 2018, found Rappler liable for violating the constitutional and statutory foreign equity restrictions in mass media when it issued questionable Philippine Depositary Receipts (PDRs) that granted Omidyar Network, a foreign entity, control over the media organization.

The PDRs included a provision requiring the Filipino stockholders of Rappler to seek the approval of Omidyar Network on fundamental corporate matters, a violation of the absolute constitutional and statutory prohibition on foreign control of mass media.

Accordingly, the SEC revoked the certificates of incorporation of Rappler, being the mass media entity that sold control to foreigners, and of RHC, being an alter ego that existed for no other purpose aside from effecting a scheme aimed at masking the former’s Constitutional violation.

The SEC also declared the PDRs void pursuant to Section 71.2 of Republic Act No. 8799, or the Securities Regulation Code, for being a fraudulent transaction within the ambit of Section 26.1 of the law.

Rappler appealed the Commission’s decision before the Court of Appeals (CA). While the appeal was pending, Omidyar Network, through its representative, Stephen King, announced its intention to donate the PDRs to the Filipino staff of Rappler.

In a decision dated July 26, 2018, the CA upheld the finding of the SEC that Rappler sold control to foreigners.

The appellate court, however, directed the Commission to conduct an evaluation of the legal effect of the alleged supervening donation by Omidyar Network of the PDRs to the staff of Rappler and accordingly remanded the case to the Commission.

Nevertheless, the CA affirmed and reiterated its 2018 decision in a resolution dated February 21, 2019.

The Supreme Court on September 25, 2019 then issued a resolution declaring the case closed and terminated.

The CA proceeded to issue another resolution dated December 4, 2019 declaring that its 2018 decision has attained finality as of 21 March 2019. Consequently, an entry of judgment was issued in the instant case.

In compliance with the directive of the CA, the SEC, through the Office of the Solicitor General (OSG), filed on February 17, 2021 a manifestation containing the findings of a special panel convened by the Commission for the purpose of evaluating the legal effect of the supervening donation.

After a careful study of all the pleadings and arguments of the parties, the special panel concluded that the purported donation of the PDRs to the staff of Rappler neither created nor transferred any right in favor of the donees which would mitigate or cure the violation already committed.

On March 16, 2021, Rappler and RHC filed with the SEC their Ex Abundanti Ad Cautelam Motion for Reconsideration seeking the setting aside of the special hearing panel’s compliance.

On March 19, 2021, Rappler and RHC filed with the CA their Counter-Manifestation informing the appellate court that they have filed a motion for reconsideration with the Commission.

On June 21, 2022, the SEC, through the OSG, received a copy of a document issued by the Court of Appeals (former Special Twelfth Division) quoting its resolution dated June 21, 2022, merely noting the Commission’s manifestation and Rappler’s counter-manifestation.

“It is in this light that the SEC issued the order dated June 28, 2022 affirming the revocation of the certificates of incorporation of Rappler and RHC,” said the SEC.

With the latest resolution issued by the CA, which noted the compliance of the Commission and the counter-manifestation of Rappler and RHC, the instant order is now warranted considering that the appellate court’s 2018 decision has already attained finality.

The SEC notes that the revocation of the certificates of incorporation of Rappler and RHC was ordered by the Commission as early as January 11, 2018 and that the ground for such was affirmed by the CA repeatedly – first, on July 26, 2018; then, on February 21, 2019; and again, on December 4, 2019.

The decision of the CA has attained finality and the latest resolution of the appellate court only bolsters the Commission’s position that Rappler and RHC violated the Constitution and that their certificates of incorporation should therefore be revoked.

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