"There is a world of difference."
Anyone who knows anything about corporate lawyers’ handling of government-regulation matters must have been shocked and dismayed by the manner in which the members of the House of Representatives committee on franchises treated the lawyers of ABS-CBN during the recent Lower House hearings on the broadcast network’s application for the renewal of its franchise.
The lawmakers conducted themselves courteously and appropriately, to be sure, but their performance was shocking and dismay-causing, nonetheless.
Their performance was shocking because they were not strangers to the world of law practice – almost all of them were lawyers. As officers of the court, they are expected to know what legal practitioners do and don’t do. Yet, their lines of questioning appeared intended to suggest that ABS-CBN’s lawyers had been engaging in activities and committing acts that were beyond the bounds of lawyerly propriety and violative of the oath that lawyers have to take before they are enrolled in the Roll of Attorneys.
Although the grilling – I think that this is accurate characterization of the hearings – should properly have been confined to ABS-CBN’s use of its franchise and the quality of its broadcast operation, the committee members, with no restraint from the House leadership, ranged far and wide with the questions. They ended up throwing the proverbial kitchen sink at the broadcast industry giant.
The committee members grilled ABS-CBN’s lawyers on such non-technical matters as ABS-CBN’s capital structure – more specifically, its resort to Philippine Depositary Receipts financing, its labor relations record, its status as a taxpayer, and the citizenship of its chairman emeritus. The committee members really went to town on the broadcast network that was unable to air presidential candidate Rodrigo Duterte’s late campaign advertisements.
A lawyer who is not in the practice of law does not know how things are in the real world – the difficult and challenging world of prohibitions, limits, complaints, restraints and deadlines. But lawyers who practice law know how the business world really works and what they have to contend with on a day-to-day basis in order to protect and advance the interests of their corporate clients. They know how it is to deal with the myriad of government agencies – the Bureau of Internal Revenue, the Department of Labor and Employment, the Securities and Exchange Commission, Bangko Sentral ng Pilipinas, the Department of Trade and Industry and the Department of the Interior and Local Government — that regulate the businesses of their clients.
Canon 19 of the Code of Professional Responsibility, by which all members of the Bar are bound, states: "A lawyer shall represent his client with zeal within the bounds of the law." The operative phrases are "with zeal" and "within the bounds of the law." Like all zealous corporate lawyers, ABS-CBN's corporate lawyers worked to protect and promote the interest of their client in a lawful manner.
The members of the committee on franchises spent an enormous amount of time castigating ABS-CBN — and, by inference, its lawyers — for issuing PDRs to a US investment company. Yes, they learned, during the course of the hearings, that PDRs are SEC-approved financial instruments and that other telecommunication and broadcast establishments have PDRs in their capital accounts. If the committee members were law practitioners rather than grandstanding legislators, would they have allowed their clients to raise capital through the issuance of PDRs? The answer is obvious, considering the government imprimatur that PDRs enjoy.
The committee members also castigated ABS-CBN and its lawyers for the cases filed against ABS-CBN by some of its employees. The implication was that ABS-CBN had been a bad employer. Suffice it to say that, just as managements are not perfect, neither are unions and their members. The wisdom and fairness of the continued contractual status of many ABS-CBN staffers is a legitimate subject for debate, but it cannot be said that ABS-CBN has been doing anything illegal in this regard.
As for ABS-CBN, the broadcast network's record as a taxpayer, the committee members almost certainly would not have proceeded against ABS-CBN the way they did if they were engaged in the practice of law. Obviously, the committee members have not heard, or are unfamiliar with, the government's receptiveness toward reasonable compromises of tax obligations. For its part, the Court of Tax Appeals has long favored reasonable compromises of the cases brought before it. Compromise, definitely, is not an odious word.
The way that the members of the committee on franchises went after ABS-CBN showed, beyond any doubt, the world of difference that exists between a grandstanding legislator and a practicing lawyer who has to justify the fees that he receives from his clients.