Makati RTC Denies TRO Against SEC Rule on Independent Directors' Term Limit

As seen on SEC’s official Facebook Page – The Makati Regional Trial Court (RTC) Branch 38 has denied an application for a Temporary Restraining Order (TRO) against a Memorandum Circular issued by the Securities and Exchange Commission (SEC), which imposes a strict term limit on independent directors of publicly listed companies.

GMA Network, Inc. filed a petition for certiorari on March 26, seeking to nullify and set aside MC 7. The petition included an urgent prayer for the issuance of a TRO and/or writ of preliminary injunction.

The RTC denied GMA’s application for a TRO following revelations that the network failed to disclose a key board decision. While GMA’s petition, filed on March 26, claimed an urgent need for relief due to a looming May 2026 ASM, evidence presented by the SEC, through the OSG, revealed that GMA’s board had already approved postponing the meeting to December 2026.

During the hearing, it was observed that there was an apparent concealment by GMA of the rescheduling of its ASM from May to December 2026. This misled the Court regarding the urgency of the case.

Consequently, the RTC ruled that no “extreme urgency” exists, as the network now has ample time to vet potential independent directors in compliance with SEC regulations.

In response to GMA’s filing of the Petition for Certiorari, SEC Chairperson Francis Lim earlier noted: “Our people clamor against political dynasties – so our public companies must reject boardroom entrenchment. No double standards.”

He added: “We must raise our governance standards to restore investor confidence. Our stock market has been falling behind. The time to act is now – and we call on everyone to step up for the sake of our capital markets.”