DOJ Opinion No. 169, s. 1992

DOJ OPINION NO. 169 , s. 1992 November 25, 1992 The President Philippine National Bank Escolta, Manila Sir : This has reference to your request for opinion as to whether the PNB, by complying with Section 12 of R.A. No. 6977, otherwise known as the "Magna Carta for Small Enterprises" which requires contribution of P200 million by way of equity investment in the common stocks of the small Business Guarantee and Finance Corporation, will not be violating certain constitutional rights of its private stockholders. prcd You state that the PNB is privately-owned to the extent of 43% of its outstanding capital stock. Under the circumstances, compliance with the mandate under the cited law may have some constitutional implication on the use of private funds, without due process of law, which the private stockholders have intended for commercial banking purposes, and not for equity investment in a public corporation. With regret, we are constrained to decline rendition of the opinion requested it appearing that, under the law, "all legal cases and matters of (PNB) shall be exclusively handled, controlled and supervised by a Chief Legal Counsel of the Bank" (P.D. No. 694, as amended). Also, by explicit provision of law, the Office of the Government Corporate Counsel is the principal law office of all government-owned or controlled corporations, without exception (Sec. 1, P.D. No. 1415; Sec. 10, Chapter 3, Title III, E.O. No. 292) and "to enable it to discharge its function as such, it shall be the duty of all said corporations to refer to it all important legal questions for opinion, advice and determination" (Sec. 1, R.A. No. 2327, as amended; Sec. of Justice Opn. No. 83, 86 and 164, s. 1991; No. 69, s. 1992; No. 53, s. 1992). Finally, well-settled precedents enjoin us from passing upon the constitutionality of a law which is presumed valid and legal unless declared otherwise by the courts. In the absence of such judicial declaration it behooves upon every official of the executive branch to implement a statute (Sec. of Justice Opn. No. 108, s. 1990; No. 40, s. 1991) prcd Very truly yours, (SGD.) FRANKLIN M. DRILON Secretary