G.R. No. 96674 - Rural Bank of Salinas, Inc. vs. Court of Appeals

Petitioners: Rural Bank of Salinas, Inc., Manuel Salud, Luzviminda Trias, and Francisco Trias.
Respondents: Court of Appeals, Securities and Exchange Commission (SEC), Melania A. Guerrero, Luz Andico, Wilhelmina G. Rosales, Francisco M. Guerrero, Jr., and Francisco Guerrero, Sr.

On June 10, 1979, Clemente G. Guerrero, President of Rural Bank of Salinas, executed a Special Power of Attorney (SPA) in favor of his wife, Melania Guerrero, granting her authority to sell, dispose of, or mortgage 473 shares of stock registered under his name (represented by stock certificates nos. 26, 49, and 65).
Pursuant to the SPA, Melania Guerrero executed on February 27, 1980, a Deed of Assignment for 472 shares to Luz Andico (457 shares), Wilhelmina Rosales (10 shares), and Francisco Guerrero, Jr. (5 shares).
On June 22, 1980, two days before Clemente Guerrero’s death, Melania Guerrero executed a Deed of Assignment for the remaining one (1) share to Francisco Guerrero, Sr.
Melania Guerrero presented the two Deeds of Assignment to the Rural Bank for registration in the stock and transfer book, requesting cancellation of original certificates and issuance of new certificates reflecting the transfers.

The Rural Bank denied the registration request.
On December 5, 1980, Melania Guerrero filed a petition for mandamus with the SEC to compel the Bank to register the stock transfers.
Petitioners argued for denial of the petition, citing:

Mandamus is not a remedy cognizable by the SEC for stock registration in the names of non-stockholders.
Valid grounds for refusal included a pending ownership dispute in Regional Trial Court, allegations that Deeds of Assignment were fictitious and antedated, and claims relating to deprivation of inheritance rights.

Maripol Guerrero (legally adopted daughter) intervened, alleging the Deeds of Assignment were fictitious and were intended donations below book value, contesting the rightful inheritance share.
The SEC Hearing Officer denied the Motion for Intervention and subsequently granted the writ of mandamus ordering the petitioners to:

Register the transfer of 473 shares to the private respondents.
Cancel stock certificates nos. 26, 49, and 65.
Issue new stock certificates in the names of Luz Andico, Wilhelmina Rosales, Francisco Guerrero, Jr., and Francisco Guerrero, Sr.
Pay dividends corresponding to the shares for 1981-1984 without interest.

Whether the SEC erred in exercising jurisdiction to issue a writ of mandamus compelling a bank to register stock transfers.
Whether mandamus is a proper remedy to compel registration of shares in favor of transferees who are not yet stockholders.
Whether the Rural Bank's refusal to register the transfer of the 473 shares was justified due to pending litigation, alleged fictitious and antedated Deeds of Assignment, and inheritance claims.