- Petitioner
- Sergio R. Osmeña Iii
- Respondent
- Social Security System of the Philippines
- Citation
- G.R. No. 165272
- Court
- Supreme Court En Banc
- Division
- En Banc
- Ponente
- Garcia, J.
- Decided
- September 13, 2007
Summary
Senators and SSS members challenged SSS Commission resolutions authorizing sale of 187.8 million EPCIB shares through Swiss Challenge bidding method, arguing it violated COA Circular No. 89-296 requiring competitive public bidding for government asset disposal. The Swiss Challenge format gave BDO Capital preferential 'right to match' winning bids. Court issued status quo order suspending the sale. During case pendency, supervening events occurred: BDO made tender offer to merge with EPCIB, SM Group made mandatory tender offer at P92.00 per share (versus original P43.50), and BDO-EPCIB merger was consummated with SEC approval. Supreme Court dismissed petition as moot and academic since the subject EPCIB shares ceased to exist due to merger and conversion to BDO shares under 1.80:1 exchange ratio. Court held the original shares were 'lost' under Civil Code and implementation of challenged resolutions became legally impossible. The case demonstrates how corporate reorganizations can render government procurement disputes moot, while highlighting the importance of competitive bidding in protecting public interests in asset disposals.