The Supreme Court, in a recent case entitled “Jose M. Roy III vs. Securities and Exchange Commission, et al.”, docketed as G.R. No. 207246 and promulgated on 22 November 2016, upheld the validity of SEC Memorandum Circular No. 8 Series of 2013 (“SEC MC No. 8-2013”), which prescribes the guidelines in determining compliance with the foreign equity restriction in nationalized activities. Under SEC MC No. 8-2013, the required percentage of Filipino ownership mandated by the 1987 Constitution shall be applied to both a) the total number of the outstanding shares of stock entitled to vote in the election of directors and b) the total number of outstanding shares of stock, whether or not entitled to vote in the election of directors.
The Supreme Court rejected the contention that the Filipino ownership requirement shall apply separately to each class of shares, whether common, preferred non-voting, preferred voting or any other class of shares.
It declared that SEC MC No. 8-2013 is consistent with the Supreme Court’s earlier pronouncement in the case of “Gamboa vs. Finance Secretary Teves”, 652 SCRA 690 (2011) that full beneficial ownership of 60% of the outstanding capital stock, coupled with 60% of the voting rights, is required for purposes of complying with the requirements of the Philippine Constitution.