Republic of the Philippines

Department of Finance
SECURITIES AND EXCHANGE COMMISSION
Secretariat Bldg., PICC Bldg.,
Pasay City
Company Registration and Monitoring Department
--- o0o ---
In the matter of:

JUAN O. PEÑA, ROSANNA P.

MORAS & JOSE EDUARDO
O. PEÑA,
Complainants,
SEC CRMD Case No. 20-1789
- versus - For: Violation of Right to Inspection
and/or
Reproduction of Corporate Records
Under Sec. 73, Revised Corporation
Code [RA No. 11232]
JUAN N. PEÑA
RIVADENEIRA [Chairman of
the Board & President] and
FERNANDO MARTIN O.
PEÑA [Corporate Secretary &
Treasurer],
Respondents.
x-------------------------x

COMMENT
[On the so-called “Important Manifestation” Filed by Respondent]
-----------------------------------------------------------------------------
COMPLAINANTS, unto this Honorable SECURITIES AND
EXCHANGE COMMISSION, through the Company Registration and
Monitoring Department (“CRMD”), by way of Comment to the so-called
“Important Manifestation” filed by the respondent, most respectfully state:
“The Earth is round. Two plus two equals four. Joe Biden
and Kamala Harris won the 2020 election for President and Vice
President of the United States. The election was not stolen, rigged, or
fixed. These are facts. They are demonstrable and irrefutable.
“Defendants have always known these facts. They knew Joe
Biden and Kamala Harris won the 2020 U.S. election. They knew the
election was not stolen. They knew the election was not rigged or
fixed. They knew these truths just as they knew the Earth is round
and two plus two equals four.”1
1
Introduction, page 1, of the Complaint dated 04 February 2021 filed by SMARTMATIC USA
CORP., SMARTMATIC INTERNATIONAL HOLDING B.V., and SGO CORPORATION
 Page 2 of 13

1. At the outset, it must be stated that there is nothing important in

the so-called “Important Manifestation” that respondent filed before this
Honorable Commission/Office.
2. On the contrary, the so-called “Important Manifestation” is
insignificant! It is downright irrelevant in this case. It is trivial. It is
inconsequential.
3. To say the least, the so-called “Important Manifestation” is
obviously unimportant!

4. This case is very simple. The Verified Complaint filed by the

complainants to this Honorable Commission/Office in accordance with
Section 73 of the Revised Corporation Code [Republic Act No. 11232],
involves a “cut-and-dry” case of violation by the respondents of
complainants’ right to inspect and to reproduce various corporate
records/documents as provided for under Section 73 of the Revised
Corporation Code [Republic Act No. 11232] which states as follows:
“Sec. 73. Books to be Kept; Stock Transfer Agent. -- Every
corporation shall keep and carefully preserve at its principal office
all information relating to the corporation including, but not limited to:
(a) the articles of incorporation and bylaws of the corporation and all
their amendments; (b) the current ownership structure and voting rights
of the corporation, including list of stockholders or members group
structure, intra-group relations, ownership data, and beneficial
ownership; (c) the names and addresses of all the members of the board
of directors or trustees and the executive officers; (d) a record of all
business transactions; (e) a record of the resolutions of the board of
directors or trustees and of the stockholders or members; (f) copies
of the latest reportorial requirements submitted to the
Commission; and (g) the minutes of all meetings of stockholders or
xxx of the board of directors or trustees. xxx xxx xxx.
“Corporate records, regardless of the form in which they are
stored, shall be open to inspection by any director, trustee,
stockholder or member of the corporation in person or by a
representative at reasonable hours on business days, and a demand in
writing may be made by such director, trustee or stockholder at their
expense, for copies of such records or excerpts from said records. xxx
xxx xxx.
xxx xxx xxx
“Any officer or agent of the corporation who shall refuse to
allow the inspection and/or reproduction of records in accordance
with the provisions of this Code shall be liable to such director,
trustee, stockholder or member for damages, and in addition, shall be
guilty of an offense which shall be punishable under Section 161 of this
Code: xxx xxx xxx.

LIMITED, Plaintiffs, against FOX CORPORATION, FOX NEWS NETWORK LLC, LOU DOBBS,
MARIA BARTIROMO, JEANINE PIRRO, RUDOLPH GIULIANI, and SIDNEY POWELL,
Defendants.
 Page 3 of 13

“If the corporation denies or does not act on the demand for
inspection and/or reproduction, the aggrieved party may report such
denial or inaction to the Commission. Within five (5) days from
receipt of such report, the Commission shall conduct a summary
investigation and issue an order directing the inspection or
reproduction of the requested records. xxx xxx xxx.”

2. At the time of filing of this Verified Complaint, the parties are all
stockholders, and they are also either directors or officers, of SAN
ANTONIO CONDOMINIUM BUILDERS, INC. (hereinafter referred to
as “SACBI” for brevity) which is a domestic corporation duly organized and
existing under the laws of the Philippines with principal office address at No.
2232, 6th Floor, CTC Building, Roxas Boulevard, Pasay City.
3. As this Verified Complaint deals purely with complainants’
exercise of their right to inspect and reproduce corporate records/documents
in their capacity as bonafide stockholders of the corporation and respondents’
violation of said right, the same is cognizable and under the jurisdiction of
the Securities and Exchange Commission (SEC) through its Company
Registration and Monitoring Department (CRMD) in accordance with
Section 73 of the Revised Corporation Code as already quoted above and
in relation to Section 1 of Memorandum Circular No. 25 [Guidelines in the
Filing, Investigation and Resolution of Complaints for Violation of the Right
to Inspect and/or Reproduce Corporate Records] issued by the SEC which
provides as follows:
“SECTION 1. Who may file a Verified Complaint; Filing
fee. – An aggrieved party may file a report, in the form of a Verified
Complaint, with the Company Registration and Monitoring
Department (CRMD), or any of the Extension Office of the Securities
and Exchange Commission (“Commission”), if a corporation, or any of
its officers or agents, denies or does not act on a demand for
inspection and/or reproduction of corporate records. xxx xxx xxx”
(underscoring supplied).

4. Further, Section 2 of said Memorandum Circular No. 25 provides

as follows:
“SECTION 2. Grounds. – The following shall constitute a
violation of the right to inspect and/or reproduce corporate
records:
a. Outright refusal to allow the director, trustee, stockholder,
or member of the corporation to inspect any of the corporate records
in person, or by a representative;
b. Failure to take, within a reasonable amount of time, the
necessary steps that would allow a director, trustee, stockholder, or
member of the corporation to inspect any of the corporate records in
person, or by a representative;
 Page 4 of 13

c. Failure to give the director, trustee, stockholder, or member

a reasonable amount of time to inspect any of the corporate records
in person or by a representative;
d. Outright refusal to allow the director, trustee, stockholder, or
member of the corporation to reproduce any of the corporate records in
person, or by a representative, at his/her own expense;
e. Failure to take, within reasonable amount of time, the
necessary steps that would allow the director, trustee, stockholder, or
member of the corporation to reproduce any of the corporate records in
person, or by a representative, at his/her own expense; or
f. Failure to give the director, trustee, stockholder, or member a
reasonable amount of time to reproduce any of the corporate records in
person, or by a representative, at his/her own expense.”

RELEVANT FACTS AND CIRCUMSTANCES

7. San Antonio Condominium Builders, Inc., is a domestic
corporation duly organized and existing under the laws of the Philippines
with principal office address at No. 2232, 6th Floor, CTC Building, Roxas
Boulevard, Pasay City. It was incorporated in 1974 under SEC Registration
No. 56864 and, at the time of its incorporation, it was originally known as
Miramar Mansions, Inc. For easy reference, a copy of its Certificate of
Registration issued by the Securities and Exchange Commission (SEC) is
hereto attached and marked as Annex “A” and made an integral part hereof.
8. Based on SACBI’s latest and duly notarized General Information
Sheet (GIS) dated 20 August 2020 executed and signed by respondent
Fernando himself in his capacity as SACBI’s Corporate Secretary,
following is SACBI’s stockholders and their respective shareholdings, its
directors and officers, to wit:

Shareholders: Amount/Number of Percentage Position:

Shares Owned or of Shares:
Held:
1. Juan N. Peña Php42,000,000.00/ 25% Chairman of the
Rivadeneira 420,000 shares Board, President
& Director
2. Juan O. Peña Php25,200,000.00/ 15% Stockholder
252,000 shares
3. Rosanna Peña Php25,200,000.00/ 15% Director
Moras 252,000 shares
4. Jose Eduardo Php25,200,000.00/ 15% Director
O. Peña 252,000 shares
5. Guillermo Php25,200,000.00/ 15% Director
Enrique O. Peña 252,000 shares
6. Fernando Php25,200,000.00/ 15% Corporate
Martin O. Peña 252,000 shares Secretary,
Treasurer &
Director
 Page 5 of 13

Total: Php168,000,000.00/ 100%

1,680,000 shares

9. As proof that herein complainants are all bonafide stockholders of

SACBI, attached herewith is the latest and duly notarized General
Information Sheet (GIS) dated 20 August 2020 executed and signed by no
less than herein respondent Fernando Martin O. Peña himself in his
capacity as Corporate Secretary the same is hereto marked as Annex “B”
and made an integral part hereof.
9.1 In addition, the complainants are also attaching herewith photo-
copies of their respective stock certificates to prove that they are
indeed stockholders of record of SACBI hereto marked as
Annexes “C”2, “C-1”3 and “C-2”4 and made integral parts hereof.
9.2 Unfortunately, complainants could not produce and attach copy or
excerpts of the Stock and Transfer Book of SACBI that could
have further shown and proven the fact that complainants are
indeed stockholders of SACBI as herein complainants actually
requested the respondents the said documents but were refused
and/or denied access thereto.
9.3 For what its worth also, complainants are attaching herewith
copies of previous GIS of SACBI which are actually filed before
this Honorable Commission/Office consistently showing that
complainant are indeed stockholders of record of SACBI, the
same are hereto marked as Annexes “D” to “D-2” and made
integral parts hereof.
10. By way of a formal letter-request dated 20 April 2020, if only to
inquire into the actual financial condition of SACBI and the conduct of its
affairs by the officers thereof, the complainants, in their capacity as bonafide
stockholders of SACBI, requested respondent Fernando in his capacity as
Corporate Secretary, for copies and inspection of the following corporate
records/documents of SACBI:
[1] Corporate Stock and Transfer Book,
[2] Minutes of all stockholders’ and directors’ meeting from
January 2012 until present year,
[3] Secretary’s Certificates issued from January 2012 until
present year,
[4] GIS Registration filed with the SEC since January 2010 until
present year,
[5] Audited financial statements submitted to SEC since January
2010 until the present year, and

2
Stock Certificate No. 052 dated 29 January 2013 for 250,600 number of shares under the name of Johnny O.
Peña
3
Stock Certificate No. 053 dated 29 January 2013 for 250,600 number of shares under the name of Rosanna P.
Moras
4
Stock Certificate No. 054 dated 29 January 2013 for 250,600 number of shares under the name of Jose
Eduardo O. Peña
 Page 6 of 13

[6] All other corporate records under the actual and constructive
custody of the office of the corporate secretary.
A copy of said letter request is hereto attached and marked as Annex
“E” and made an integral part hereof.
11. Complainants’ aforesaid letter-request to the respondents for
copies and inspection of SACBI’s corporate documents/records was initially
responded to by respondent Fernando through a letter-reply dated 30 April
2020, a copy of which is hereto attached and marked as Annex “F” and
made an integral part hereof.
11.1 However, days already passed and nothing was heard of again
from the respondents until it became clear to herein complainants
that respondents never actually wanted to act on their letter request
as respondents just ignored them later on.
11.2 Respondents deliberately refused to act on complainants’ letter
request for inspection of corporate records for no reason at all.
11.3 Respondents unreasonably denied and deprived complainants of
their legal right to inspect and make copies of the requested
corporate documents/records.
11.4 Respondents did not even bother to explain nor give any
justification why they failed to take action or refused to comply
with complainants’ request for production and inspection of
SACBI’s corporate documents/records.
11.5 The way and the manner the respondents disregarded their legal
obligation to produce, make available to and allow complainants to
inspect and make copies of the requested corporate
documents/records is utterly revolting and repulsive and should
never be countenanced by this Honorable Commission/Office.
12. At this juncture, it must be stated here that is well-settled that
ownership of shares of stock gives the stockholders the right under the law to
be protected from possible mismanagement from its officers. This right is
predicated upon self-preservation. Needless to say too that as stockholders,
complainants have the right to be informed of SACBI’s corporate condition
and the manner its affairs are being managed; hence, the complainants’
request for inspection of the corporate records of SACBI.
13. It was the respondents to whom the complainants submitted their
request for inspection of corporate records of SACBI because during said
time the respondents are the responsible officers [being the Chairman of the
Board & President and Corporate Secretary & Treasurer] of the
corporation who has custody and control of the documents/records being
requested by the complainants.
14. Eventually, complainants, through their lawyer, submitted to this
Honorable Commission through the Enforcement and Investor Protection
 Page 7 of 13

Department (EIPD), a letter dated 27 May 2020 concerning their demand

to the respondents for inspection of SACBI’s corporate records which in a
letter-reply dated 10 June 2020 issued by the EIPD, complainants were
advised that said letter was already referred to the Company Registration
and Monitoring Department (CRMD) for appropriate action, a copy of
said letter dated 27 May 2020 is hereto attached and marked as Annex “G”
and the EIPD’s aforesaid letter-reply thereto is hereto attached and marked
as Annex “H” and they are made integral parts hereof.
15. As of the filing of this Verified Complaint before this Honorable
Commission/Office, complainants’ aforesaid letter is still pending with the
CRMD and as such complainants hereby respectfully incorporate the same
by way of reference and replead each and every allegation contained therein
as though they are fully set forth herein insofar as they may be material and
consistent with this Verified Complaint.
16. Thereafter, in another formal demand letter dated 17 August
2020, herein complainants, through their lawyer, again formally
demanded/requested the respondents for production, inspection and copying
of certain corporate documents/records as well as financial and accounting
records of SACBI as follows, to wit:
1. The Minutes of the Annual Stockholders’ Meeting
held on 30 June 2020;
2. The Minutes of the Organizational Meeting of the
Board of Directors held on 30 July 2020;
3. The Minutes of the Regular Meeting of the Board
of Directors held on 30 July 2020;
4. The Minutes of any other meeting/s of the Board
of Directors covering the period 02 July 2019 and
up to the present;
5. The General Information Sheet (GIS) for Year
2019;
6. The General Information Sheet (GIS) for Year
2020;
7. The Lease Agreements/Contracts entered into by
SACBI with all the existing tenants including MOF
COMPANY (SUBIC), INC., covering the years
2019 and 2020;
8. All signed and issued Resolutions of the Board of
Directors and Secretary’s Certificates covering the
period 02 July 2019 and up to the present;
9. Bank Statements/Records covering the period 02
July 2019 and up to the present;
10. The Account ledgers covering the period 02 July
2019 and up to the present; and,
11. The Checks, Cash Vouchers, Cancelled Checks,
and any and all other pertinent accounting records
 Page 8 of 13

covering the period 02 July 2019 and up to the

present.
A copy of said formal demand letter dated 17 August 2020 is hereto
attached and marked as Annex “I” and made an integral part hereof.
17. On 19 August 2020, the respondents were in actual receipt of a
copy of the said formal demand letter via electronic mail and through
personal service.
18. With fraud and evident bad faith, just so that respondents could be
said to have complied with complainants’ demand/request for inspection of
corporate records, on 25 August 2020, respondent Fernando sent to
complainants only four (4) records/documents out of the numerous
records/documents they requested.
18.1 The four (4) records/documents that respondents sent to
complainants consisted of the following:
[1] Notarized General Information Sheet (GIS) dated 20 August
2020 (attached as Annex “B” hereof) signed by respondent
Fernando Martin O. Peña in his capacity as Corporate Secretary;
[2] Minutes of the Stockholders’ Meeting held on 30 June 2020, a
copy of which is hereto attached and marked as Annex “J” and made
an integral part hereof;
[3] Minutes of the Organizational Meeting of the Board of
Directors held on 30 July 2020, a copy of which is hereto attached
and marked as Annex “K” and made an integral part hereof; and
[4] Financial statements/report for 2019/2018 which is un-audited,
unsigned, not properly certified to as required, appear to be a sheer
bunch of sheet of papers and not compliant with the form and
substance of the financial reporting required of this Honorable
Commission, a copy of which is hereto attached and marked as
Annex “L” and made an integral part hereof.

19. As far as the rest of the records/documents that complainants

requested the respondents to inspect, nothing was heard of from the
respondents again about the said documents/records. At present, the
respondents had not taken the necessary steps that would allow the
complainants to inspect the corporate records they requested. The
respondents refused to comply, for no reason at all, to heed complainants
request for inspection of records.
20. Worse, complainants found out later on that they were all banned
by the respondents from entering the corporation’s office premises for no
reason at all.
21. As it is quite obvious that through respondents’ actuation that their
request for inspection of corporate records has, again, been refused and/or
denied by the respondents, complainants were compelled, much to their
 Page 9 of 13

regret, to seek recourse to this Honorable Commission/Office; hence, the

submission of the instant Verified Complaint.
22. As bonafide stockholders of record of SACBI, the complainants
have all the legal right to inspect SACBI’s corporate records/documents
as well as its financial and accounting records. This is clear under Section
73 of RA No. 11232 [Revised Corporation Code], thus:
“Every corporation shall keep and carefully preserve at its
principal office all information relating to the corporation including,
but not limited to: (a) xxx; (b) xxx. (c) xxx;(d) A record of all
business transactions; (e) A record of the resolutions of the board
of directors xxx; (f) Copies of the latest reportorial requirements
submitted to the Commission; and (g) The minutes of all meetings
of stockholders or xxx of the board of directors or trustees. xxx xxx
xxx.
“Corporate records, regardless of the form in which they are
stored, shall be open to inspection by any director, trustee,
stockholder or member of the corporation in person or by a
representative at reasonable hours on business days, and a demand in
writing may be made by such director, trustee or stockholder at their
expense, for copies of such records or excerpts from said records. xxx
xxx xxx.”

23. In fact, in addition to the above, as bonafide stockholders of

SACBI, the complainants have also all the legal right to the financial
statements of SACBI. This is clear under Section 74 of RA No. 11232
[Revised Corporation Code], thus:
“Right to Financial Statements. - A corporation shall
furnish a stockholder or member, within ten (10) days from receipt
of their written request, its most recent financial statement, in the
form and substance of the financial reporting required by the
Commission. xxx xxx xxx.”

24. Also, complainants further state that:

“Stock corporations must also keep a stock and transfer
book, which shall contain a record of all stocks in the names of the
stockholders alphabetically arranged; the installments paid and
unpaid on all stocks for which subscription has been made, and the date
of payment of any installment; a statement of every alienation, sale or
transfer of stock made, the date thereof, by and to whom made; and
such other entries as the bylaws may prescribed, The stock and transfer
book shall be kept in the principal office of the corporation or in the
office of its stock transfer agent and shall be open for inspection by
any director or stockholder of the corporation at reasonable hours
on business days.”

25. Respondents’ unreasonable denial and deliberate refusal to allow

the inspection and reproduction of SACBI’s aforesaid corporate
documents/records and financial and accounting records violated the legal
rights of the complainants as bonafide stockholders. As such, respondents are
 Page 10 of 13

liable for damages pursuant to Section 73 of the Revised Corporation

Code, thus:
“xxx xxx xxx. Any officer or agent of the corporation who shall
refuse to allow the inspection and/or reproduction of records in
accordance with the provisions of this Code shall be liable to such
director, trustee, stockholder or member for damages, and in
addition, shall be guilty of an offense which shall be punishable
under Section 161 of this Code: xxx.”

26. The respondents, particularly respondent Fernando, must be

ordered to produce and to allow complainants to inspect and to make copies
of, as they may so desire, SACBI’s corporate records and financial and
accounting records as contained in complainants’ aforesaid letters request.
27. In making the demand for inspection of SACBI’s corporate
records, the complainants have acted in good faith and for legitimate purpose
the reason for which is for complainants to be fully apprised of the actual
condition of the corporation as well as its financial state.
28. Complainants had no ulterior motive whatsoever in
demanding/requesting the inspection of the corporate records of SACBI.
Further, complainants’ exercise of their right to inspect is not for any
doubtful or dubious reason.
29. Complainants further state here that corporate officers and
directors such as the herein respondents have no legal authority to close the
office doors of the corporation against stockholders for whom they are only
agents, and withhold from them the right to inspect the books and/or records
which, admittedly, furnishes the most effective method of gaining
information which the law has provided and the right of inspection cannot be
denied on mere doubt or suspicion as to the motives of the shareholder. The
burden is not upon the stockholder to show the propriety of his examination
or that the refusal by the officers or directors was wrongful, except under
statutory provisions.5
30. For what its worth, complainants cite here the following pertinent
provisions of the Revised Corporation Code, as they may be appropriate
and relevant in the disposition of this case, to wit:
“Section 154. Investigation and Prosecution of Offenses. – The
Commission may investigate an alleged violation of this Code, or of a
rule, regulation, or order of the Commission. xxx xxx xxx.”
“Section 156. Cease and Desists Orders. – Whenever the
Commission has reasonable basis to believe that a person has
violated, or is about to violate this Code, a rule, regulation, or order of
the Commission, it may direct such person to desist from committing
the act constituting the violation.
“The Commission may issue a cease and desist order ex parte
to enjoin an act or practice which is fraudulent or can be reasonably
5
Terelay Investment and Dev. Corp. vs Cecilia Teresita Yulo, GR No.160924, 5 August 2015
 Page 11 of 13

expected to cause significant, imminent, and irreparable danger or injury

to public safety or welfare. The ex parte order shall be valid for a
maximum period of 20 days, without prejudice to the order being made
permanent after due notice and hearing.
“Thereafter, the Commission may proceed administratively
against such person in accordance with Section 158 of this Code, and/or
transmit evidence to the Department of Justice for preliminary
investigation or criminal prosecution and/or initiate criminal prosecution
for any violation of this Code, rule, or regulation.
“Section 161. Violation of Duty to Maintain Records, to Allow
their Inspection or Reproduction; Penalties. - The unjustified failure
or refusal by the corporation, or by those responsible for keeping and
maintaining corporate records, to comply with Sections 45, 73, 92,
128, 177 and other pertinent rules and provisions of this Code on
inspection and reproduction of records shall be punished with a fine
ranging from Php10,000.00 to Php200,000.00, at the discretion of the
court, taking into consideration the seriousness of the violation and its
implications. When the violation of this provision is injurious or
detrimental to the public, the penalty is a fine ranging from
Php20,000.00 to Php400,000.00.
“The penalties impose under this section shall be without
prejudice to the Commission's exercise of its contempt powers under
Section 157 hereof.”

PRAYER
WHEREFORE, PREMISES CONSIDERED, it is respectfully prayed
of this Honorable Office that respondents BE HELD LIABLE to the
complainants and BE ORDERED:
[1] To PRODUCE and MAKE AVAILABLE to the complainants all
the corporate documents/records of SACBI as well as all its
financial and accounting records as contained in complainants’
letters-request and/or demand letter for inspection dated 20 April
2020 and 17 August 2020 and to ALLOW the complainants or
their duly authorized lawyer/s, auditor/s and/or representative/s, to
INSPECT and MAKE COPIES of the same as they may so
desire;
[2] To PAY appropriate DAMAGES/FINES/PENALTIES as this
Honorable Commission/Office may deem fit in accordance with
the appropriate provisions of the Revised Corporation Code.

Other equitable reliefs are likewise prayed for.

Respectfully submitted, Pasay City, 15 September 2020.

3. Defendants did not want Joe Biden and Kamala Harris to win the election. They
wanted President Donald Trump and Vice President Michael Pence to win re-election.
 Page 12 of 13

Defendants were disappointed. But they also saw an opportunity to capitalize on President
Trump’s popularity by inventing a story. Defendants decided to tell people that the
election was stolen from President Trump and Vice President Pence.

4. Defendants had an obvious problem with their story. They needed a villain.
They needed someone to blame. They needed someone whom they could get others to
hate. A story of good versus evil, the type that would incite an angry mob, only works if
the storyteller provides the audience with someone who personifies evil.

5. Without any true villain, Defendants invented one. Defendants decided to make
Smartmatic the villain in their story. Smartmatic is an election technology and software
company. It was incorporated in Delaware and its U.S. operations are headquartered in
Florida. In the 2020 U.S. election, Smartmatic provided election technology and software
in Los Angeles County. Nowhere else. Smartmatic had a relatively small, non-
controversial role in the 2020 U.S. election.

6. Those facts would not do for Defendants. So, the Defendants invented new
ones. In their story, Smartmatic was a Venezuelan company under the control of corrupt
dictators from socialist countries. In their story, Smartmatic’s election technology and
software were used in many of the states with close outcomes. And, in their story,
Smartmatic was responsible for stealing the 2020 election by switching and altering votes
to rig the election for Joe Biden and Kamala Harris.

7. Having invented their story, and created their villain, Defendants set about
spreading the word. In November and December 2020, Fox News broadcasted thirteen
(13) reports stating and implying that Smartmatic had stolen the 2020 U.S. election. They
repeated the story in articles and social media postings. Night after night, publication after
publication, Fox News reached out to its millions of viewers and readers around the world
with a story: Joe Biden and Kamala Harris did not win the 2020 election; Smartmatic stole
the election for them.
8. Defendants’ story evolved over time as they claimed evidence had come to their
attention supporting the story. The story came to consist of eight themes:
Smartmatic’s election technology and software were widely used in the 2020 U.S.
election, including in six states with close outcomes;
Smartmatic’s election technology and software were used by Dominion Voting
Systems Corporation (“Dominion”) during the 2020 U.S. election;
Smartmatic’s election technology and software were used to steal the 2020 U.S.
election by rigging and fixing the vote;
 Smartmatic’s election technology and software sent votes to foreign countries for
tabulation and manipulation during the 2020 U.S. election;
 Smartmatic’s election technology and software were compromised and hacked
during the 2020 U.S. election;
 Smartmatic was previously banned from being used in U.S. elections;
 Smartmatic is a Venezuelan company that was founded and funded by corrupt
dictators from socialist and communist countries; and,
 Smartmatic’s election technology and software were designed to rig and fix
elections.

9. Defendants’ story was a lie. All of it. And they knew it. But, it was a story that
sold. Millions of individuals who saw and read Defendants’ reports believed them to be
true. Smartmatic and its officers began to receive hate mail and death threats.
Smartmatic’s clients and potential clients began to panic. The company’s reputation for
providing transparent, auditable, and secure election technology and software was
irreparably harmed. Overnight, Smartmatic went from an under-the-radar election
 Page 13 of 13

technology and software company with a track record of success to the villain in
Defendants’ disinformation campaign.
10. Smartmatic’s loss was Defendants’ gain. Fox News used the story to preserve
its grip on viewers and readers and curry favors with the outgoing administration – one of
their anchors was even able to get a pardon for her ex-husband. Ms. Powell used the story
to raise money and enrich herself. Mr. Giuliani used the story to guarantee himself a flow
of funds from the sitting President and to sell products. Defendants knew the story could
not change the outcome of the election. It could, and did, make them money.
11. The story, of course, did more than just make Defendants’ money and
jeopardize Smartmatic’s survival. The story undermined people’s belief in democracy.
The story turned neighbor against neighbor. The story led a mob to attack the U.S.
Capitol. Defendants started a fire for selfish and financial reasons and they cared not the
damage their story caused to Smartmatic, its officers and employees, and the country.
12. With this action, Smartmatic says: Enough. Facts matter. Truth matters.
Defendants engaged in a conspiracy to spread disinformation about Smartmatic. They
lied. And they did so knowingly and intentionally. Smartmatic seeks to hold them
accountable for those lies and for the damage that their lies have caused.
13. Smartmatic brings sixteen (16) claims against Defendants for defamation and
disparagement. Smartmatic seeks to recover in excess of $2.7 billion for the economic and
noneconomic damage caused by Defendants’ disinformation campaign as well as punitive
damages. Finally, Smartmatic seeks a declaration requiring Defendants to fully and
completely retract their false statements and implications.