Federico Lopez files contempt petition tied to board dispute

BUSINESSMAN Federico R. Lopez (FRL) has filed a petition before a Mandaluyong court seeking to cite several directors and officers of Lopez Holdings Corp. for indirect contempt in connection with an ongoing intra-corporate dispute involving Lopez, Inc., according to disclosures by First Philippine Holdings Corp. (FPH).

In separate regulatory filings on Tuesday, FPH said it “is not a party to the case entitled Federico R. Lopez v. Rafael L. Lopez, Martin L. Lopez, Michael Jack B. Garcia, Salvador G. Tirona, Atty. Enrique I. Quiason, and Atty. Maria Amina O. Amado.”

FPH said Mr. Lopez filed the petition “in his capacity as President and Director of Lopez, Inc. (LI) and Chairman, Chief Executive Officer and Director of Lopez Holdings Corp. (LPZ),” while the respondents were impleaded “in their capacities as directors and officers of LPZ.”

According to the disclosure, the petition for indirect contempt was filed on April 10 before Branch 209 of the Mandaluyong City Regional Trial Court “for the purpose of citing the respondents for indirect contempt and compelling them to comply with the Temporary Restraining Order (TRO),” which was later extended through a writ of preliminary injunction in connection with a separate intra-corporate case.

FPH said the petition relates to “a resolution that treated FRL’s submission of official nominees for FPH as merely one among competing lists, including a list from Maria Teresa Lopez, the mother of defendant Martin L. Lopez.”

“It is claimed that such acts effectively impaired the exercise by FRL of his authority as President of LI, thus failing to preserve the status quo in violation of the TRO and WPI,” the company said in its disclosure.

FPH added that the petition “seeks to prevent subsequent violations of the TRO and WPI while the intra-corporate case is pending.”

The dispute followed the removal of Mr. Lopez as president and chief executive officer of Lopez, Inc. after a board vote by members representing majority shareholders of the family holding company.

In a statement issued last month, the majority shareholders, representing a 71% stake in Lopez, Inc., said the board voted 5-2 on Feb. 27 to remove Mr. Lopez, with him and his brother Benjamin dissenting.

The group said the company’s bylaws allow the removal of corporate officers by majority vote, even without cause.

The shareholders also said they had filed a motion seeking the dissolution of the court order that temporarily allowed Mr. Lopez to remain in his post.

FPH also disclosed that its board approved holding the company’s annual stockholders’ meeting on July 27 through remote communication, subject to Securities and Exchange Commission approval.

The company said that if issues involving director nominations and the intra-corporate dispute remain unresolved by the nomination deadline, the election of directors would be deferred and excluded from the meeting agenda.

FPH added that the Securities and Exchange Commission’s Markets and Securities Regulation Department later allowed the company to proceed with the annual stockholders’ meeting while deferring the election of directors until the dispute is resolved or a court orders the holding of an election. — Ashley Erika O. Jose