Regulator cracks down on disclosure lapses as SEC brings criminal case against Villar Land

The Securities and Exchange Commission has escalated its enforcement campaign against alleged market abuse, filing criminal charges against Villar Land Holdings Corp. and several of its top officers over what it described as actions that undermined market integrity and investor trust.

In a statement released Saturday, the SEC said it lodged a criminal complaint with the Department of Justice on January 30, accusing Villar Land, formerly Golden MV Holdings Inc., of market manipulation, insider trading, and the release of misleading information to the public.

The regulator said these acts distorted the company’s share price and deprived investors of accurate and timely disclosures.

The complaint cites alleged violations of the Securities Regulation Code, particularly provisions covering fraudulent and deceptive practices and false or misleading statements. According to the SEC, the case forms part of its broader effort to reinforce discipline in the capital market at a time when investor confidence remains fragile.

Named as respondents are Villar Land chairperson Manuel Villar, former senator Cynthia Villar, and company directors Cynthia Javarez, Manuel Paolo Villar, Camille Villar, Mark Villar, Ana Marie Pagsibigan, and Garth Castañeda.

At the center of the SEC’s complaint is a sharp discrepancy between Villar Land’s unaudited and audited financial disclosures. The company’s 2024 financial statements initially reported total assets of P1.33 trillion and net income of nearly P1 trillion, figures that were attributed to a large-scale revaluation of real estate holdings.

The SEC said these numbers were made public before the completion of an external audit.

When audited financial statements were later submitted, Villar Land’s total assets stood at just P35.7 billion, a gap the regulator described as significant and material to investors’ decision-making.

The SEC further alleged that related entities engaged in trading activity that created artificial demand for Villar Land shares, effectively propping up the stock price. It also claimed that Camille Villar carried out insider trading in December 2017 by purchasing 73,600 shares shortly before a corporate disclosure that led to a price increase.

Regulators also pointed to findings involving the company’s property appraiser, E-Value Phils Inc., whose accreditation was revoked and which was fined P1 million after authorities found its valuation reports to be unreliable.

SEC Chairperson Francis Lim said the case underscores the regulator’s commitment to protecting the investing public. He stressed that credible disclosures and good corporate governance are essential to building a capital market that can support inclusive and sustainable economic growth.

Villar Land, for its part, said it would formally respond once it receives the complaint. In a brief statement, the company said it and its directors would answer all allegations raised by the SEC through the proper legal process.

The case now moves to the Department of Justice, where prosecutors will determine whether formal criminal charges will be pursued, a decision closely watched by investors and market participants alike as a test of regulatory resolve.

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