GMA Network Inc. has failed to secure a temporary restraining order (TRO) against the Securities and Exchange Commission’s (SEC) new rules imposing a strict term limit on independent directors of publicly listed companies.

Makati City Regional Trial Court (RTC) Branch 38 denied an application for a TRO against the SEC’s memorandum circular (MC), which directly affects two incumbent independent directors, former chief justice Artemio Panganiban and former central bank governor Jaime Laya.

However, in light of GMA’s petition for the issuance of the provisional remedy of a writ of preliminary injunction, the court set a hearing on April 16, 2026.

SEC MC No. 7, series of 2026, which took effect on Feb. 1, mandates that an independent director may serve up to a maximum cumulative term of nine years in the same company, reckoned from 2012.

After serving the maximum cumulative term limit, independent directors are barred from being an independent director of the same company but may be elected as a regular director.

In its petition seeking a TRO or a writ of preliminary injunction to nullify MC 7, GMA claimed it does not have sufficient time for a thorough evaluation of possible replacements for the two before its 2026 annual stockholders’ meeting (ASM) and said this could be injurious to the company.

In opposing GMA’s application for a TRO, the SEC contended that the company failed to meet the requisites for the issuance of a TRO, as it was unable to show, among other things, that a clear and unmistakable right was being violated by the implementation of the MC.

The SEC, through the Office of the Solicitor General (OSG), pointed out that at the time the petition was filed on March 26, GMA, through a disclosure to the Philippine Stock Exchange (PSE) on March 25, had already rescheduled the date of its ASM from May 20 to Dec. 9, 2026.

The court denied GMA’s application for a TRO following revelations that the network failed to disclose a key board decision.

While GMA’s petition, filed on March 26, claimed an urgent need for relief due to a looming May 2026 ASM, evidence presented by the SEC, through the OSG, revealed that GMA’s board had already approved postponing the meeting to December 2026.

“During the hearing, it was observed that there was an apparent concealment by GMA of the rescheduling of its ASM from May to December 2026. This misled the court regarding the urgency of the case,” the SEC said.

Consequently, the RTC ruled that no “extreme urgency” exists, as the network now has ample time to vet potential independent directors in compliance with SEC regulations.

The SEC also underscored that MC 7 is consistent with the state’s policy to actively promote corporate governance reforms aimed at raising investor confidence, developing the capital market, and helping achieve high sustained growth for the corporate sector and the economy.

Specifically, Section 22 of the Revised Corporation Code of the Philippines (RCC) empowers the SEC to prescribe the “qualifications, disqualifications, voting requirements, duration of term and term limit, maximum number of board membership and all other requirements” for independent directors “to strengthen their independence and align with international best practices.”

SEC Chairperson Francis Lim earlier said, “Our people clamor against political dynasties—so our public companies must reject boardroom entrenchment. No double standards.”

“We must raise our governance standards to restore investor confidence. Our stock market has been falling behind. The time to act is now—and we call on everyone to step up for the sake of our capital markets,” he added.