SEC sues Villar Land for alleged market manipulation, insider trading

The Securities and Exchange Commission (SEC) has filed a criminal complaint against Villar Land Holdings Corp. for alleged market manipulation, insider trading, and misleading disclosures.

In a statement on Saturday, the SEC accused Villar Land, formerly Golden MV Holdings Inc., of violating Section 24.1(d) and Section 26.3 of Republic Act No. 8799, or the Securities Regulation Code (SRC), “for making false or misleading statements and engaging in acts that operated as fraud or deceit upon investors.”

Named respondents in the complaint filed with the Department of Justice on Friday are Villar Land chairperson and former senator Manuel Villar Jr.; former senator Cynthia Villar; directors Cynthia Javarez, Manuel Paolo Villar, Senator Camille Villar, and Senator Mark Villar; and independent directors Ana Marie Pagsibigan and Garth Castañeda.

The SEC also charged Villar Land’s related entities Infra Holdings Corp. and MGS Construction, along with their officers and authorized signatories Virgilio Villar, Josephine Bartolome, Jerry Navarrete, and Joy Fernandez, for alleged violations of Section 24.1(b) of the SRC.

Sought for comment, Villar Group said, “Villar Land and its directors will answer all the allegations [that] may have been leveled against them after formal receipt of the alleged complaint.”

Section 24.1(d) of the SRC prohibits the making of false or misleading statements, with knowledge of their falsity, for the purpose of inducing the purchase or sale of securities.

Section 26.3, meanwhile, makes it unlawful for any person to directly or indirectly engage in securities transactions that operate as fraud or deceit upon any person.

Moreover, Section 24.1(b) prohibits price manipulation, including acts that artificially raise or depress the price of securities to induce trading by others in securities of the same issuer or of a controlling, controlled, or commonly controlled company.

The SEC said the charges against Villar Land resulted from its investigation into the company’s public disclosures and trading activities, which it alleged had “misled investors and distorted the market price of the company’s shares.”

The corporate regulator cited Villar Land’s public disclosure regarding its 2024 financial statements. In this disclosure, the company reported total assets of P1.33 trillion and a net income of P999.72 billion, a significant increase from P1.46 billion the previous year.

Villar Land attributed the increase to a revaluation of its real estate holdings.

The SEC, however, claimed that the figures were disclosed to the investing public prior to the completion of the company’s external audit. 

The corporate regulator noted that Villar Land’s independent auditor had subsequently clarified that the financial statements had not yet been fully audited, particularly with respect to the valuation of major properties. 

“When the audited financial statements were later submitted, Villar Land reported total assets of only P35.7 billion—significantly lower than the amounts earlier disclosed,” the SEC said.

The corporate regulator said that its complaint further alleged that Villar Land’s related entities—Infra Holdings Corp. and MGS Construction—had engaged in trading activities that created artificial demand and supported the price of Villar Land shares. 

Infra Holdings Corp. is owned by Virgilio Villar, brother of Manuel Villar Jr.

Further, the SEC alleged that Senator Camille Villar engaged in insider trading when she purchased 73,600 shares of the company in December 2017, shortly before the release of a corporate disclosure that resulted in an increase in the company’s share price.

The corporate regulator also cited regulatory findings involving Villar Land’s property appraiser. 

The SEC said that, in November 2025, it revoked the accreditation of E-Value Phils. Inc. and imposed a P1-million fine after determining that its valuation reports—used in support of Villar Land’s asset revaluation—were unreliable.

“Building investor confidence in the Philippines is crucial in driving the inclusive and sustainable growth of our capital market and business sector for national development,” said SEC Chairperson Francis Lim.

“In this light, the SEC is firm in addressing fraudulent and manipulative acts that mislead the investing public and distort our capital markets. The Commission likewise enjoins publicly listed companies to uphold the highest standards of good corporate governance to help strengthen and sustain investor confidence badly needed by our capital markets,” he said. — with Joahna Lei Casilao/VBL, GMA Integrated News