Battle royale: SEC vs Manny Villar

The Securities and Exchange Commission under its chair, blue chip lawyer Francis Lim, is going hammer and tongs after former speaker and former Senate president Manuel Bamba “Manny” Villar Jr., once considered the Philippines’ first brown Filipino billionaire. He is the first non-Chinese and non-Spanish-descended Filipino tycoon to chalk up a billion US dollar net worth. Manny did so by making and selling more than 250,000 housing units.

Manny is entangled in a trillion-peso battle with the country’s top corporate and securities regulator, the SEC, which was founded in 1936 to regulate what is one of Asia’s oldest stock exchanges. Case outcome could affect a property bubble and impact on 2028.

This is the largest stock market price manipulation and insider trading case ever filed by the government against a listed company and its owners, a family that is said to be the second richest in the Philippines and among the most powerful, politically.

The SEC’s case involves Manny’s Villar Land Holdings Corp. (formerly Golden MV Holdings, Inc.), a publicly listed company on the Philippine Stock Exchange (PSE). Trading name “HVN.”

In March 2025, the SEC said, Villar Land made a premature public disclosure of its unaudited 2024 financial results showing a substantial increase in total assets to P1.33 trillion (from P5.1 billion) and net income of P999.72 billion, which the company attributed primarily to the revaluation of its real estate holdings. The disclosure was approved by the directors of Villar Land for release to the public before its external auditor, Arnulfo and Punongbayan, officially approved the financial statements, the SEC said.

Aghast and alarmed, the SEC conducted an investigation. After “an extended review,” the agency uncovered “recurring trading patterns involving a limited group of related individuals and entities whose transactions accounted for a substantial portion of trading activity during periods of price increases. These patterns appeared inconsistent with ordinary market behavior.” SEC suspects Villar’s family members, including a senator, engaged in insider trading, in violation of the anti-manipulation provisions of the Securities Regulation Code (SRC).

The SEC said at the time of Villar’s March 2025 disclosure, “the company’s independent auditor had not yet completed or approved the financial statements, particularly with respect to the valuation of investment properties and net income of the company. Following the premature disclosure of Villar Land’s financial statements, there was a heightened trading activity of HVN shares. The PSE suspended the trading due to the delayed filing of Villar Land’s audited financial statements.”

In November 2025, Villar Land’s audited financial statements were finally disclosed. “The previously disclosed assets and net income were substantially reversed” from P1.33-trillion assets to just P33 billion, down 97.5 percent, and P999.72 billion net income to just P1.42 billion, down 99.85 percent.

As a result, HVN share price went down, SEC said. “The complaint alleges that the earlier disclosure conveyed a materially misleading picture of the company’s financial condition that misled the public into investing in HVN shares.”

The SEC review “identified transactions by company insiders, including a director (now senator Camille Villar), who purchased HVN shares shortly before the public disclosures of a material transaction (purchase of BRIA Homes in 2017 for more than P3 billion), a few hours before the material transaction was publicly disclosed to the market, in violation of the insider trading provisions of the SRC.”

The SEC reminded the company: “Villar Land is required to ensure that its disclosures are accurate, complete and timely, as investors rely on these disclosures when making investment decisions. Likewise, insiders like directors are expressly prohibited to trade in their companies’ shares from the time the material information is known by them until two full trading days after the disclosure to the public is made.” The SEC alleges that “misleading disclosures, combined with coordinated trading activity and insider transactions, distorted market prices, misled investors and undermined confidence in the fairness and integrity of the capital market.”

Forthwith, the SEC filed a criminal complaint with the Department of Justice for preliminary investigation. The case is pending initial evaluation by the DOJ, to determine whether or not to proceed to preliminary investigation.

The SEC complaint “reflects the Commission’s continuing commitment to investor protection, transparency and the maintenance of fair, orderly and efficient markets.”

Villar’s side

In a statement, Manny Villar said:

“Villar Land Holdings Corporation is yet to receive a copy of the complaint filed by the Securities and Exchange Commission (SEC) with the Department of Justice (DOJ). Hence, my knowledge is limited to what has been reported by various media outlets. I understand that DOJ will now have to evaluate the complaint and determine if preliminary investigation will be warranted.

“First, our company has consistently upheld the highest standards of good corporate governance. All our businesses and officers understand that corporate good governance is essential for building trust among investors and fostering sustainable growth. In fact, we welcomed and fully cooperated when the SEC began its fact-finding investigation.

“Second, may I repeat again that we are unequivocally committed to transparency and compliance with existing rules and regulations being enforced by both the SEC and the Philippine Stock Exchange. We have consistently disclosed material developments and continue to coordinate with regulatory bodies regarding the status of our financials.

“In all my years as an entrepreneur, from the time I helped my mother sell shrimps and fish in Divisoria to leading one of the most successful businesses in the country, I have never engaged in illegal practices designed to defraud customers and investors, or unduly benefit myself or the companies I own.

“I assure the public that Villar Land will respond to all these allegations in the proper forum, and that we will fully cooperate with an impartial investigation that fosters due process, protects the public’s welfare and ferrets out the truth.

“And, finally, I am confident that justice will prevail and I and my family and our companies will be exonerated of all these baseless charges.”

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Email: [email protected]