SEC, PSE urged to intervene on Lopez power

A deepening corporate power struggle inside one of the Philippines’ most influential business families has escalated into a regulatory flashpoint, with the controlling shareholders of Lopez Inc. calling for an official probe into alleged disclosure lapses tied to major energy transactions and so-called “poison pill” provisions.

The faction led by Eugenio “Gabby” Lopez III has asked the Securities and Exchange Commission and the Philippine Stock Exchange to investigate actions taken by ousted president and chief executive Federico “Piki” Lopez. The court has temporarily stopped the ouster.

The group argues that two undisclosed defensive clauses tied to recent asset deals were reported months late, in breach of disclosure rules designed to protect investors.

At the center of the dispute are large transactions involving First Gen Corp. and its partner Prime Infrastructure Capital Inc.. In November last year, Prime acquired 60 percent of First Gen’s gas assets for P50 billion. In February this year, First Gen purchased 40 percent of Prime’s hydropower business for P75 billion, later revised to 33 percent.

The Lopez majority, which holds 71 percent and 5 of 7 board seats in Lopez Inc., claims that hidden clauses attached to these deals could have significant financial consequences, potentially affecting dividends and valuations. They argue these should have been disclosed to shareholders at the time of the transactions, rather than being revealed only after regulatory prompting.

Aside from First Gen, the power struggle within Lopez Inc. also affected other listed firms within the group, including Lopez Holdings, ABS-CBN Corp., and Rockwell Land Corp.

First Gen recently acknowledged the existence of the provisions, stating that the November arrangement would only take effect if the February agreement is triggered. That explanation has intensified scrutiny from the controlling faction, which questions whether the structure was properly disclosed, properly approved, or even fully defined at the time. 

Simply, the poison pills give Prime Infra the option to buy the energy assets at a discounted price—a loss of around P24 billion for First Gen—if Piki Lopezi is removed from executive positions in First Gen. 

The group also raised governance concerns, including whether independent directors were fully informed and why the stock exchange disclosure rules were not followed immediately after the deals were announced.

The dispute highlights a broader issue in family controlled conglomerates where internal trust and formal governance can collide, especially in complex cross company transactions involving related parties.

The Gabby Lopez faction has accused management of opacity, questioning whose interests are being served. “We keep asking who are you working for,” the statement said, underscoring the breakdown in trust.

Piki Lopez, who was previously removed as head of the holding company, remains in control following a court order, ensuring that the corporate standoff is likely to continue both in boardrooms and in the legal arena.

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