Atty. Douglas Michael N. Mallillin

July 1, 2002 SEC OPINION Atty. Douglas Michael N. Mallillin E.M. Avila Law Office 85 Antipolo Annex Building Session Road, Baguio City Dear Atty. Mallillin, This refers to your letter dated May 20, 2002 addressed to the Legal Department, requesting opinion on the queries posed therein. A careful perusal of your letter shows controversial hypothetical legal issues necessitating the determination of factual intra-corporate matters which can only be properly ventilated in the Courts of General Jurisdiction or the appropriate Regional Trial Court (Securities Regulation Code, Chapter II, Sec. 5, par. 5.2). It should be stressed that with the passage of the Securities Regulation Code, the Securities and Exchange Commission has been deprived of its quasi-judicial functions over intra-corporate controversies. In view thereof, please be informed that the Commission has adopted the policy of refraining from acting on letters the subject of which is litigious in nature so as not to encroach on the regular court's jurisdiction over intra-corporate disputes or influence the latter in whatever decision it may render in suits that may be brought or pending before it. Very truly yours, (SGD.) ROSALINA TIVIDAD-TESORIO Officer-in-Charge