Nadecor clarifies ‘corporate melee’

In reaction to the news item titled “Nadecor corporate melee” written by Daxim L. Lucas (Business, 8/4/13), our clients, Nationwide Development Corp. (Nadecor) and its directors and officers named below, would like to point out the following:

1. The validity of Nadecor’s Aug. 15, 2011, Annual Stockholders’ Meeting (ASM) was challenged, a case to the effect is presently pending before the Supreme Court.

2. The validity of Nadecor’s Aug. 22, 2012, ASM and organizational meeting—wherein a new board of directors and set of officers led by the majority owner, Jose Ricafort, were elected, supplanting those elected in 2011—was never challenged.

3. During Nadecor’s Aug. 19, 2013, ASM and organizational meeting, the following were elected: Jose Ricafort as chair; Jose de Jesus as president and director; Antonio Henson as treasurer and director; lawyer Deogracias Contreras Jr. as corporate secretary and director; Ethelwoldo Fernandez, Victor Lazatin, Teodorico Taguinod, Ruy Moreno, and Angel Ong as directors; and lawyer Lemuel Santos as assistant corporate secretary. These persons are the incumbent directors and officers of Nadecor.

We are not aware of any legal challenge to their election.

4. A minority bloc led by Conrado Calalang (the Calalang bloc) alleged  the holding of an Aug. 19, 2013, “stockholders’ meeting.” This alleged meeting, including the alleged “election” of “directors” thereat, is patently void, and was thus challenged before the Regional Trial Court of Pasig City, for defective notice, improper venue of meeting, and lack of quorum.

5. Nadecor asked the Securities and Exchange Commission (SEC) to revoke a spurious Volume IX of the Stock and Transfer Book obtained by the Calalang bloc, which falsely represented to the SEC, despite full knowledge to the contrary, that Nadecor “is not in possession of any other copy of the volume… under previous registrations (i.e., Volumes I to VIII).” Volume IX was presumably procured to simulate a quorum in the alleged Aug. 19, 2013, “stockholder’s meeting,” illegally record the alleged “shares” of St. Augustine Gold & Copper Ltd., and circumvent the lawful refusal of Nadecor’s corporate secretary, lawyer Deogracias Contreras Jr., to turn over the corporate records to the Calalang bloc.

—NAPOLEON J. POBLADOR, MANUEL JOSEPH R. BRETAÑA III, JAMES GERARD M. BAELLO, Zamora Poblador Vasquez & Bretaña (counsel for Nationwide Development Corp.)