Philippine securities regulators have filed criminal complaints against Villar Land Holdings Corp., its related companies and senior executives, accusing the group of market manipulation, insider trading and misleading disclosures that regulators say distorted share prices and undermined investor confidence.

In a complaint dated January 30, Friday, the Securities and Exchange Commission (SEC) charged Villar Land — formerly Golden MV Holdings Inc. — with violating key provisions of the Securities Regulation Code, including laws prohibiting false disclosures and fraudulent trading practices. [ANALYSIS] Villar Land Holdings and its astonishing story)

Among those named as respondents are the company’s chairperson, Manuel B. Villar Jr., a former Senate president and once the country’s richest man, along with his wife, Cynthia A. Villar, and several members of the Villar family who sit on the company’s board.

The filing marks the most serious regulatory action yet in a year-long unraveling of what had once been considered one of the Philippines’ most formidable business empires — and signals an increasingly assertive posture by regulators seeking to restore credibility to the country’s capital markets.

Disclosures that moved markets

According to the commission, the case centers on Villar Land’s public release of its 2024 financial statements, which reported a dramatic surge in total assets to ₱1.33 trillion and net income of nearly ₱1 trillion — figures that stunned the market and triggered sharp movements in the company’s share price.

The company attributed the jump to a massive revaluation of its real estate holdings, particularly land within its flagship Villar City development.

But the SEC alleged that those figures were disclosed to investors before the company’s external audit had been completed. Its independent auditor later clarified that the financial statements had not been fully audited, especially with respect to property valuations that accounted for nearly all of the reported gains.

When Villar Land subsequently submitted its audited financial statements, total assets stood at just ₱35.7 billion — a fraction of what had earlier been reported.

The regulator said the discrepancy was not merely technical but materially misleading, particularly given the market reaction that followed the initial disclosure.

Alleged price support and insider trading

The complaint further alleges that related companies — including Infra Holdings Corp. and MGS Construction — engaged in trading activities that artificially supported the price of Villar Land shares.

Infra Holdings is owned by Virgilio B. Villar, the brother of Manuel Villar, according to the filing.

The SEC also accused Camille A. Villar, a board member and member of the family’s next generation of executives, of insider trading for purchasing company shares shortly before a corporate disclosure in 2017 that led to a rise in the stock’s price.

Taken together, regulators said, the actions amounted to a coordinated pattern that distorted price discovery and misled the investing public.

“Villar Land and its directors will answer all the allegations leveled against them after formal receipt of the alleged complaint,” the firm told Rappler on Friday.

A valuation that unraveled

Central to the case is the credibility of the valuation that underpinned Villar Land’s earlier disclosures.

In November 2025, the SEC revoked the accreditation of E-Value Phils. Inc., the property appraiser whose reports supported the trillion-peso land revaluation, and imposed a ₱1 million fine after determining that its methodologies were unreliable and failed to comply with valuation standards.

The episode triggered a collapse in Villar Land’s market value and erased billions of pesos in shareholder equity — becoming one of the most dramatic accounting reversals in the Philippine stock market in recent years.

What unsettled regulators, according to people familiar with the investigation, was not simply the magnitude of the adjustment but the casual manner in which valuation assumptions were presented to the public, despite the absence of completed audits or transaction benchmarks.

A broader reckoning

The case arrives amid mounting scrutiny of conglomerates whose influence has long extended across politics, utilities and capital markets.

For decades, the Villar Group’s scale and proximity to power helped it expand rapidly into real estate, water, retail and energy. But the commission’s action suggests that regulators are now less willing to tolerate disclosures that rely on ambition rather than verifiable economics.

SEC Chairman Francisco Ed. Lim told Rappler that restoring investor trust was central to the agency’s mandate.

“Building investor confidence in the Philippines is crucial in driving inclusive and sustainable growth,” Lim said, adding that the commission would act firmly against fraudulent and manipulative practices that distort markets. (READ: Why are SEC’s new rules on beneficial ownership vital to fighting corruption, crimes?)

Implications beyond one company

While the case formally concerns Villar Land, market analysts say its implications extend far beyond a single stock.

The episode has become a defining test of whether Philippine regulators are prepared to enforce valuation discipline, governance standards and disclosure rules even against the country’s most powerful business families.

For investors, it has also reinforced a lesson that emerged forcefully over the past year: in emerging markets, reputation is not merely a branding asset — it is a balance-sheet item, vulnerable to sudden repricing when accounting assumptions collide with regulatory scrutiny. [ANALYSIS] Waking up PSE from its stupor: More on strategies to enhance market development]

As the criminal complaints proceed, the outcome is likely to shape not only the future of the Villar Group, but also the credibility of the Philippine capital market itself — at a time when authorities are eager to attract long-term domestic and foreign investment.

For now, what began as an aggressive land valuation has evolved into one of the most consequential corporate enforcement actions in the country’s modern financial history. – with reports from Jairo Bolledo/Rappler.com