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    De Rossi v. NLRC

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    Marcella Maria Karaan
    1) Armando De Rossi was terminated as Executive Vice President of Matling Industrial and Commercial Corporation (MICC). He filed a complaint for illegal dismissal with the NLRC. 2) MICC argued the NLRC did not have jurisdiction because De Rossi's position was an elective office under the corporate bylaws, making it an intra-corporate matter under the SEC's jurisdiction. 3) The Supreme Court ruled the SEC, not the NLRC, has exclusive jurisdiction over controversies involving the removal of corporate officers. As De Rossi's termination involved his elective office, the case fell under the SEC's jurisdiction over intra-corporate affairs per Presidential Decree 902-A.

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    De Rossi v. NLRC

    Uploaded by

    Marcella Maria Karaan
    22 views1 page
    1) Armando De Rossi was terminated as Executive Vice President of Matling Industrial and Commercial Corporation (MICC). He filed a complaint for illegal dismissal with the NLRC. 2) MICC argued the NLRC did not have jurisdiction because De Rossi's position was an elective office under the corporate bylaws, making it an intra-corporate matter under the SEC's jurisdiction. 3) The Supreme Court ruled the SEC, not the NLRC, has exclusive jurisdiction over controversies involving the removal of corporate officers. As De Rossi's termination involved his elective office, the case fell under the SEC's jurisdiction over intra-corporate affairs per Presidential Decree 902-A.

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    Corporation Law

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    1) Armando De Rossi was terminated as Executive Vice President of Matling Industrial and Commercial Corporation (MICC). He filed a complaint for illegal dismissal with the NLRC. 2) MICC argued the NLRC did not have jurisdiction because De Rossi's position was an elective office under the corporate bylaws, making it an intra-corporate matter under the SEC's jurisdiction. 3) The Supreme Court ruled the SEC, not the NLRC, has exclusive jurisdiction over controversies involving the removal of corporate officers. As De Rossi's termination involved his elective office, the case fell under the SEC's jurisdiction over intra-corporate affairs per Presidential Decree 902-A.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    22 views1 page

    De Rossi v. NLRC

    Uploaded by

    Marcella Maria Karaan
    1) Armando De Rossi was terminated as Executive Vice President of Matling Industrial and Commercial Corporation (MICC). He filed a complaint for illegal dismissal with the NLRC. 2) MICC argued the NLRC did not have jurisdiction because De Rossi's position was an elective office under the corporate bylaws, making it an intra-corporate matter under the SEC's jurisdiction. 3) The Supreme Court ruled the SEC, not the NLRC, has exclusive jurisdiction over controversies involving the removal of corporate officers. As De Rossi's termination involved his elective office, the case fell under the SEC's jurisdiction over intra-corporate affairs per Presidential Decree 902-A.

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    © All Rights Reserved
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    Download as docx, pdf, or txt
    of 1

    ARMANDO T. DE ROSSI v.

    NLRC, MATLING INDUSTRIAL AND COMMERCIAL  ITC: the officers and their terms of office are prescribed by the corporations by-
    CORPORATION AND RICHARD K. SPENCER laws
    [G.R. No. 108710. September 14, 1999] QUISUMBING, J. o “The officers of the corporation shall be the President, Executive Vice
    President… each of whom may hold his office until his successor is
     De Rossi was the Executive Vice-President and General Manager of Matling elected and qualified, unless sooner removed by the Board of
    Industrial and Commercial Corporation (MICC). Directors; Provided, That for the convenience of the corporation the
     MICC terminated his employment because of his failure to secure his office of the Secretary and Treasurer may be held by one and the
    employment permit, gross mismanagement of the business affairs of the same person. Officers shall be designated by the stockholders
    company, and misuse of the corporate funds. meeting at the time they elect the members of the Board of
     De Rossi filed with NLRC a complaint for illegal dismissal Directors. Any vacancy occurring among the officers of the
    o De Rossi argued that it was the duty of the company to secure his Corporation on account of removal or resignation shall be filled by a
    work permit during the term of his office, and that his termination was stockholders meeting. Stockholders holding one half, or more of the
    illegal for lack of just cause subscribed capital stock of the corporation may demand and compel
     LA ruled in favor of De Rossi the resignation of any officer at any time”
     On appeal to the NLRC, MICC contended that the position of executive vice-  The by-laws being in force, clearly petitioner is considered an officer of MICC,
    president is an elective post, specifically provided by the corporates by-laws elected and/or designated by its board of directors.
    o dismissal of the petitioner was an intra-corporate matter within the  Following Section 5(c) of P.D. No. 902-A, the SEC exercises exclusive
    jurisdiction of the Securities and Exchange Commission (SEC) and jurisdiction over controversies regarding the election and/or designation of
    not with the Labor Arbiter nor the NLRC. directors, trustees, officers or managers of a corporation, partnership or
     NLRC dismissed the case by virtue of Section 5, paragraph (c), of P.D. No. association
    902-A  A corporate officer’s removal from his office is a corporate act. If such
     Before the SC, De Rossi claims that he was neither elected to the post nor removal occasions an intra-corporate controversy, its nature is not
    stockholder of MICC. altered by the reason or wisdom, or lack thereof, with which the Board of
     Respondent NLRC argues that under the Corporation Code, there is no Directors might have in taking such action
    requirement that an executive vice-president of a corporation should be a o When petitioner, as Executive Vice-President allegedly diverted
    stockholder or a member of the Board of Directors company funds for his personal use resulting in heavy financial losses
    o Section 5 of P. D. 902-A did not limit the jurisdiction of the SEC to to the company, this matter would amount to fraud. Such fraud would
    controversies in the election or appointment of directors and trustees, be detrimental to the interest not only of the corporation but also of its
    but also included officers or managers of such corporations, members
    partnerships or associations. o This type of fraud encompasses controversies in a relationship within
    the corporation covered by SEC jurisdiction
    Which has jurisdiction over the case – NLRC or SEC? – SEC o the matter would come within the area of corporate affairs and
    management, and such a corporate controversy would call for the
     the SEC, and not the NLRC, has original and exclusive jurisdiction over cases adjudicative expertise of the SEC, not the Labor Arbiter or the NLRC.
    involving the removal of corporate officers. Section 5, paragraph (c) of P.D.
    902-A unequivocally provides that SEC has jurisdiction over intra-corporate PETITION DENIED. NLRC AFFIRMED.
    affairs regarding the election or appointment of officers of a corporation1
     an office is created by the charter of the corporation under which a corporation
    is organized, and the officer is elected by the directors or stockholders

    1
    Sec. 5. In addition to the regulatory and adjudicative functions of the Securities and Exchange Commission
    over corporations, partnerships and other forms of associations registered with it as expressly granted under
    existing laws and decrees, it shall have original and exclusive jurisdiction to hear and decide cases
    involving:

    xxx

    (c) Controversies in the election or appointments of directors, trustees, officers or managers of such
    corporation, partnership or association

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