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SEC v. Price Richardson
SEC v. Price Richardson
SEC v. Price Richardson
PRICE RICHARDSON
CORPORATION, CONSUELO VELARDE-ALBERT, and GORDON RESNICK, respondents.
FACTS
Two former employees submitted sworn affidavits of boiler room operations, 1 employee from
(formerly) Capital International and (presently) Price Richardson. These affidavits prompted
SEC to file complaints for violations of sections 26.3 and 28 of SRC and Article 315 (b) of RPC
against Velarde-Albert and Resnick acting as brokers or salesman despite not being
registered.
Boiler room operations: that, they sold non-existent stocks and disappearing when investors
wanted to sell their stocks and springing up under a new name,. Here they closed Capital
International and “merged” with Price Richardson.
Several complaints were lodged regarding transactions with Price Richardson, complainants
having bought shares from them, and until today, Price Richardson was not authorized to act
as brokers of securities in the Philippines.
The complaint was denied for lack of probable cause, that the former employees did not have
actual knowledge of security trading as their jobs were to call leads and convince them to
subscribe to newsletters.
RULING
The prosecutor gravely abused his discretion by not finding probable cause. However,
respondents Velarde-Albert and Resnick cannot be indicted for violations of the Securities
Regulation Code and the Revised Penal Code. There was no showing, based on the complaints,
that they were deemed responsible for Price Richardson's violations. A corporation's
personality is separate and distinct from its officers, directors, and shareholders. To be held
criminally liable for the acts of a corporation, there must be a showing that its officers,
directors, and shareholders actively participated in or had the power to prevent the wrongful
act.
Petition was partially granted, CA was affirmed in so far as they find no grave abuse of
discretion in the dismissal of the complaints for lack of probable cause against Velarde-Albert
and Resnick for: a) committing Estafa under Article 315 (1) (b) of the Revised Penal Code and b)
violating Sections 26.3 and 28 of the Securities Regulation Code.
Dismissal of the complaint for lack of probable cause against Price Richardson Corporation for
violation of Sections 26.3 and 28 of the Securities Regulation Code was rendered with grave
abuse of discretion amounting to lack or excess of jurisdiction and is, thus, ANNULLED and SET
ASIDE.