G.R. No. L-29419 - People vs. Tolentino

Petitioners: Philippine Stock Exchange, Inc. (PSE); Bankers Association of the Philippines (BAP); Philippine Association of Securities Brokers and Dealers, Inc. (PASBDI); Fund Managers Association of the Philippines (FMAP); Trust Officers Association of the Philippines (TOAP); Marmon Holdings, Inc. (MHI)
Respondents: Secretary of Finance; Commissioner of Internal Revenue; Chairperson of the Securities and Exchange Commission (SEC)
Questioned Regulations:

Revenue Regulations No. 1-2014 (RR 1-2014) – amending alphalist submission rules under RRs 2-1998 and 10-2008, mandating digital lists for all withholding agents and barring lumped payee entries such as “PCD Nominee”
Revenue Memorandum Circular No. 5-2014 (RMC 5-14) – clarifying RR 1-2014’s digital alphalist format, requiring Tax Identification Numbers (TIN) and full names of payees
SEC Memorandum Circular No. 10-2014 (SEC MC 10-14) – directing Philippine Depository & Trust Corp. (PDTC) and broker-dealers to furnish listed companies with alphalists of depository account holders and beneficial investors

Tax Code Sec. 57 (as amended): imposes final withholding tax on dividends (6–10%) and creditable taxes on other incomes; requires withholding agent to attach alphalist of payees to annual returns (RR 2-1998, RR 10-2008)
Scripless trading system: brokers lodge shares under “PCD Nominee,” holders trade via book-entries; dividends flow to PCD Nominee, then to brokers, then to beneficial owners—PCD Nominee historically reported as sole payee in alphalists

January 2014: petitioners file certiorari/prohibition directly with SC to annul the three issuances for grave abuse of discretion
September 9, 2014: SC issues Temporary Restraining Order (TRO) barring enforcement
July 5, 2022: En Banc Decision grants petition, permanently enjoins issuances as unconstitutional

Do petitioners have third-party standing to assert investors’ due process and privacy rights?

Are RR 1-2014 and RMC 5-14 legislative rules requiring prior notice, hearing, registration, and publication under the Administrative Code?
Is SEC MC 10-14 similarly subject to procedural due process requirements?

Do the issuances violate investors’ reasonable expectations of privacy?
Does the Data Privacy Act’s Sec. 4(e) exemption apply to collection of TINs and personal data for creation of a taxpayer database?

Did the SEC exceed its rule-making authority by enforcing tax regulations (SEC MC 10-14)?
Did the Department of Finance and BIR exceed their authority by prohibiting “PCD Nominee” payees and amending securities trading rules (RR 1-2014, RMC 5-14)?