24_sec V. Price Richardson.docx

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 SECURITIES AND EXCHANGE COMMISSION v. PRICE RICHARDSON CORPORATION, CONSUELO VELARDE-ALBERT, and GORDON RESNICK G.R. No. 197032, 26 July 2017 Leonen, J. FACTS: Michelle Avelino, a former employee of Price Richardson, executed a sworn affidavit at NBI, alleging that Price Richardson Corporation was engaged in boiler room operations, wherein the company sells non-existent stocks to investors using high pressure sales tactics. Whenever this activity was discovered, the company would close and emerge under a new company name. The SEC filed its complaint against Price Richardson and its officers, for violation of Article 315 of the RPC, and the Securities Regulation Code (SRC). The SEC alleged that Price Richardson was neither licensed nor registered to engage in the business of buying and selling securities within the country, or act as salesman or an associated person of any broker or dealer. VelardeAlbert and Resnick are being held liable for acting as brokers despite not being registered to do so. ISSUE: Whether probable cause exists to indict respondents for violation of the RPC and the SRC HELD: YES. Sufficient probable cause exists to form a belief that Price Richardson probably committed a crime. However, Velarde-Albert and Resnick cannot be indicted. There was no showing that they were responsible for the corporation’s acts. 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 the officers, directors, or shareholders actively participated in or a had the power to prevent the wrongful act.