FACTS:

This case, resolved by Justice Brion, involves the motion for reconsideration filed by petitioner Philippine Veterans Bank (the Bank) pertaining to a resolution that denied the Bank's petition for review on certiorari. The case originated from a letter sent by respondent Justina F. Callangan, Director of the Corporation Finance Department of the Securities and Exchange Commission (SEC), informing the Bank that it qualifies as a "public company" under the Securities Regulation Code (SRC) and therefore must comply with the reportorial requirements set forth in Section 17.1 of the SRC. The Bank disagreed, claiming that it should not be considered a "public company" because its shares of stock are only available to a limited class or sector, specifically World War II veterans, and not to the general public. Director Callangan rejected the Bank's explanation and assessed it a penalty for failing to comply with the reportorial requirements. The Bank's motion for reconsideration was denied by Director Callangan and the SEC En Banc dismissed the Bank's appeal. The Bank then filed a petition for review with the Court of Appeals (CA), which affirmed the SEC ruling with the modification of recomputing the penalty from a later date. The CA denied the Bank's motion for reconsideration, prompting the Bank to file a petition for review on certiorari with the Supreme Court. The Supreme Court denied the Bank's petition for lack of merit. The Bank filed a motion for reconsideration, reiterating its argument that it is not a "public company" subject to the reportorial requirements under the SRC. The Court, in its ruling, denied the motion for reconsideration, explaining that the Bank qualifies as a "public company" under the SRC and must comply with the reportorial requirements. The Bank's argument that compliance would financially prejudice the veterans who are stockholders was dismissed, pointing out that the obligation to provide annual reports is for the benefit of the shareholders and promotes transparency in public companies. The motion for reconsideration was denied with finality.

ISSUES:

1. Whether the Philippine Veterans Bank is considered a "public company" subject to the reportorial requirements under the Securities Regulation Code (SRC)?

2. Whether the Court should exempt the Bank from complying with the reportorial requirements in order to avoid financial prejudice to its veteran stockholders?

RULING:

1. Yes, the Philippine Veterans Bank is considered a "public company" subject to the reportorial requirements under the SRC. It meets the requirements set forth in Subsection 17.2 of the SRC and Rule 3(1)(m) of the Amended Implementing Rules and Regulations of the SRC. The Bank has assets exceeding P50,000,000.00 and has 395,998 shareholders, thus falling under the definition of a "public company" under the law.

2. No, the Court cannot exempt the Bank from complying with the reportorial requirements. The Court's duty is to apply the law, and in this case, the law is clear and leaves no room for construction or interpretation. The Bank's obligation to provide its stockholders with copies of its annual report is for the benefit of the veteran stockholders, as it gives them access to information on the Bank's financial status and operations. Compliance with this requirement promotes transparency in public companies, which is the intent of the law.

PRINCIPLES:

• A "public company" under the SRC is not limited to a company whose shares of stock are publicly listed; even companies whose shares are offered only to a specific group of people are considered a public company if they meet the requirements enumerated in the law.

• The Court's duty is to apply the law, and interpretation and construction of the law are resorted to only if the application of the law is impossible or inadequate.

• Compliance with reportorial requirements in public companies promotes transparency and benefits shareholders by providing them access to information on the company's financial status and operations.