Two entities may have placed the Securities and Exchange Commission in an embarrassing position. These are Celso de los Angeles? Legacy group and, much earlier, Santiago Cua Sr.?s (a.k.a. Cua Sing Huan) of the Philippine Racing Club Inc. fame.

Both the Legacy and the Philippine Racing Club sagas have been given much media mileage. And when the ordinary Filipino closely follows these sagas, based on the extensive media coverage of these two entities, he can only mutter the famous question, ?How can they get away with it??

Based on the media reports, one can only conclude that both really ?got away with it.?

?It? probably refers to schemes? intricate business moves that appear to have disadvantaged a few or a lot of Filipinos. And in the end, ?it? placed under serious question the ability of the Securities and Exchange Commission to respond to an important aspiration of the Philippine business sector?transparency and good corporate governance.

Reading the news and commentaries of the saga of Legacy and PRCI, one can only ask the SEC: ?How could you not have seen it coming??

?It,? as far as the Legacy group, appears to be the collapse of a get-rich-quick scheme that stood on very thin ice which the suspicious mind could have easily spotted. But judging by what media reported from Senate hearings, one can only conclude that a ?suspicious mind? may not be something that SEC officials have been gifted with.

This columnist was floored when one lawyer who oversees a department at the SEC said he had not read what media had been reporting about the pre-need industry mess. Such apparent incompetence.

We believe that those mammoth paid advertisements by the victims of the mess, plus the coverage by tri-media, could not have allowed the issue to escape the attention and interest of any literate Filipino.

We presume that SEC officials can at the very least can read and write.

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We hope SEC officials would not say that they are also unaware of the raging row within the Philippine Racing Club.

The row has likewise gotten much media mileage because it pitted Filipino shareholders against a powerful combination of Filipino-Chinese and Malaysian-Thai businessmen which, based on media reports, attempted to transfer the ownership of the historic P12-billion Sta. Ana Racetrack to a corporate shell with no assets and no proven business track record. And whose directors are the same Filipino-Chinese and Malaysian-Thai businessmen.

Recall that part of this combine is a controversial Malaysian-Thai-Chinese businessman called Surin Upatkoon in Bangkok and Kuala Lumpur but is better known as Lau Khin Kun in Chinese circles.

Surin Upatkoon is being investigated by Thai authorities for his alleged involvement in the controversial acquisition of Bangkok?s biggest business conglomerate, Shin Corp., by Singaporean giant Temasek Holdings.

Surin?s company called Kularb Kaew is suspected of acting as front for the acquisition which allegedly went around Thai laws. A warrant of arrest was actually issued against Surin in 2007. He sits in the board of PRCI with the faction of Santiago Cua Sr. as representative of the Malaysian gaming firm Magnum Holdings Berhad.

Filipino shareholders, which include the prominent Puyat clan of sportsmen, have questioned the scheme for two reasons. The obvious reason is that the deal is lopsided?a P12-billion historic property straddling between two of this country?s richest cities in exchange for shares in a corporate shell with no assets and no business to speak of called JTH Davies.

The other reason is that the Filipino shareholders, referred to by the Upatkoon-Cua combine as ?noisy minority,? were not informed about, nor consulted on, the controversial property-for-shares swap.

The plot to swap the Sta. Ana racetrack, however, was sidetracked (pun intended) when it turned out that the scheme was dependent on whether or not the Bureau of Internal Revenue would exempt the transaction by the Upatkoon-Cua combine from the payment of close to P500 million in value-added taxes.

An alert Finance Secretary Gary Teves caught this ploy and immediately ordered axed BIR chief Lilian Hefti to withdraw an earlier VAT exemption ruling issued favoring the Upatkoon-Cua tandem. Secretary Teves was firm that the exemption had no basis in law.

The latest word, however, is that the tandem is working hard on newly appointed BIR chief Sixto Esquivias IV to reverse Secretary Teves? instructions and re-issue the VAT exemption that would result in a hefty (again, pardon the pun) windfall for Upatkoon, Cua and the rest of the Malaysian-Chinese combine.

The Filipino shareholders are now wondering whether or not the SEC has taken note of the various schemes employed by the Upatkoon-Cua team which has initially disadvantaged Filipino co-owners of the Sta. Ana racetrack property, and which now threatens to damage the country?s revenue-generation efforts with that half-a-billion peso VAT exemption bid.

It appears that the Filipino shareholders have already asked SEC to look into the documents being submitted by the Upatkoon-Cua combine to find out whether their ?disclosures? regarding the property swap issue and the VAT exemption bid approximate the truth.

If the SEC is applying the same approach to the PRCI as what it did with the Legacy row, then the Filipino shareholders should really be very, very worried.

Let?s face it; we do not have a proactive SEC that will look for the fire behind the smoke. At least that is the general perception because of its inability to stop all the corporate shenanigans that are happening all around.