Okey, it's not about money. Neither is it about control. So what was the cause of the previous misunderstanding between Smartmatic and Total Information Management (TIM)? And who interceded to make this a done deal?
Sources from both companies said the issue is actually control AND liability. TIM CEO and president Jose Mari Antunez's concern is the possibility of them being hauled to court in case something breaks down or the entire project is sabotaged. Both firms resolved that by convincing the COMELEC to amend the terms of reference. The terms of reference initially stated that either Smartmatic or TIM would be held severally liable for this. Now, the term was changed into "only the joint venture company would be held liable." Meaning, the government cannot go after TIM or Smartmatic singly; only the "paper joint venture" would be held liable.
That is very significant because under the Corporation Law, directors of a company formed cannot be held personally liable in case the company goes into default or committed a grave infraction of the law. Criminal and/or civil liabilities only arise when the evidence points to directors' direct and personal participation to the crime is established.
Its now clear that government cannot go after TIM and Smartmatic. So, who'll bear the responsibility now? It would only be COMELEC. TIM initially withdrew from the project out of fear that it'll be left holding an empty bag in case something bad happens. Now, it has an escape clause. We cannot go after the two companies.
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