Anotherlineofcourtdecisionsholdsadifferentviewitisthel

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Unformatted text preview: hareholders,
 the
 issue
 of
 consequential
 damages
 may
 just
 as
well
be
resolved
and
adjudicated
by
the
SEC.
 Mainland
 v.
 Movilla:
 The
 “Better
 Policy”
 in
 determining
 SEC
 jurisdiction
 o In
this
case,
the
court
upheld
the
jurisdiction
of
the
NLRC
 as
against
that
of
the
SEC.
The
Court
set
forth
the
“Better
 policy”
 in
 determining
 the
 SEC
 jurisdiction;
 “that
 the
 parties
 involved
 are
 the
 stockholders
 and
 the
 corporation
 does
 not
 necessarily
 place
 the
 dispute
 within
 the
 ambit
 of
 the
jurisdiction
of
the
SEC”.
 o Movilla
was
elected
as
board
member
and
Administrative
 Manager
 of
 Mainland
 Construction.
 DOLE
 ordered
 the
 corporation
to
pay
its
13
employees,
including
Movilla,
the
 unpaid
 holiday
 pay,
 service
 incentive
 leave,
 etc.
 The
 employer
 paid
 all
 except
 Movilla.
 Hence,
 he
 filed
 a
 complaint
with
the
NLRC.
The
Labor
arbiter
dismissed
the
 complaint
and
said
that
the
SEC
had
jurisdiction
because
it
 constitutes
a
corporate
controversy.
 o The
NLRC
has
jurisdiction.
 o In
 order
 that
 the
 SEC
 can
 take
 cognizance
 of
 a
 case,
 the
 controversy
 must
 pertain
 to
 any
 of
 the
 following
 relationships:
 a)
 between
 the
 corporation,
 partnership
 or
 association
 and
 the
 public;
 b)
 between
 the
 corporation,
 partnership
 or
 association
 and
 its
 stockholders,
 partners,
 members
 or
 officers;
 c)
 between
 the
 corporation,
 partnership
 or
 association
 and
 the
 State
 as
 far
 as
 its
 franchise,
permit
or
license
to
operate
is
concerned;
and
d)
 among
 the
 stockholders,
 partners
 or
 associates
 themselves.
 The
fact
that
the
parties
involved
in
the
controversy
are
all
 stockholders
 or
 that
 the
 parties
 involved
 are
 the
 stockholders
 and
 the
 corporation
 does
 not
 necessarily
 place
 the
 dispute
 within
 the
 ambit
 of
 the
 jurisdiction
 of
 Lalay
Abala.
ALS2014B.
Labor
II.
 • SEC.
 The
 better
policy
to
be
followed
should
be
to
consider
 the
concurrent
factors
 such
as
the
 status
 or
relationship
of
 the
parties
or
the
nature
of
the
question
that
is
the
subject
 of
 their
 controversy.
 In
 the
 absence
 of
 any
 one
 of
 these
 factors,
 the
 SEC
 will
 not
 have
 jurisdiction.
 Furthermore,
 it
 does
not
necessarily
follow
that
every
conflict
between
the
 corporation
 and
 its
 stockholders
 would
 involve
 such
 corporate
 matters
 as
 only
 the
 SEC
 can
 resolve
 in
 the
 exercise
of
its
adjudicatory
or
quasi‐judicial
powers.

 o In
 the
 case
 at
 bench,
 the
 claim
 for
 unpaid
 wages
 and
 separation
 pay
 involves
 a
 labor
 dispute.
 It
 relates
 to
 an
 employer­employee
 relationship
 which
 is
 distinct
 from
 the
 corporate
relationship.
 Tabang
v.
NLRC:
SEC
jurisdiction
 reaffirmed;
corporate
officer
and
 intra­corporate
controversy
defined
 o The
 Court
 ruled
 that
 all
 kinds
 of
 controversies
 between
 stockholders
 and
 corporations
 fall
 under
 SEC’s
 jurisdiction.

 o A
corporate
officer
is
the
president,
secretary,
or
treasurer
 of
 the
 corporation
 or
 any
 other
 officer
 whose
 office
 is
 created
 by
 the
 board
 of
 directors
 as
 authorized
 or
 required
by
the
corporate
charter
or
by‐laws.
 o An
 office
is
created
by
the
charter
of
the
corporation
and
 the
 officer
 is
 elected
 by
 the
 directors
 or
 stockholders.
 An
 employee
 usually
 occupies
 no
 office
 and
 is
 generally
 employed
 not
 by
 action
 of
 the
 directors
 or
 stockholders
 but
 by
 the
 managing
 officer
 of
 the
 corporation
 who
 also
 determines
the
compensation
to
be
paid
to
such
employee.
 o An
 intra‐corporate
 controversy
 is
 one
 which
 arises
 between
 a
 stockholder
 and
 the
 corporation.
 There
 is
 no
 distinction,
 qualification,
 nor
 any
 exemption
 whatsoever.
 The
 provision
 is
 broad
 and
 covers
 all
 kinds
 of
 controversies
between
stockholders
and
corporations.
 o Nacpil
v.
International
Broadcasting
Corp.
 Nacpil
 was
 Assistant
 General
 Manager
 and
 Comptroller
of
IBC.
He
alleged
that
he
was
forced
to
 retire
 by
 the
 new
 IBC
 president.
 Hence,
 he
 filed
 a
 case
 with
 the
 NLRC
 for
 illegal
 dismissal
 and
 non‐ payment
of
benefits
 2...
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