First Philippine Holdings Corp. (FPH) indefinitely postponed its annual shareholders’ meeting as bitter internal feud between factions of the Lopez family spills over into the boardroom of one of the country’s most prominent conglomerates.

The company informed the Philippine Stock Exchange on Monday, April 20, that its board of directors voted during a special meeting to defer the 2026 annual stockholders’ meeting, which had been scheduled for May 28.

According to FPH, the delay remains in effect until the resolution of a legal dispute between First Philippine Holdings Chairman and Chief Executive Officer Federico “Piki” R. Lopez and the family’s holding company, Lopez Inc.

The corporate deadlock stems from allegations by a majority of Lopez Inc. shareholders regarding “poison pill” provisions embedded in transactions between FPH subsidiary First Gen Corp. and Prime Infrastructure Capital Inc., the infrastructure arm of billionaire Enrique Razon.

These provisions reportedly safeguard Piki Lopez’s position at the helm of the company.

According to the shareholder majority, the deals include clauses that allow Prime Infrastructure to buy out First Gen’s remaining interests in both gas and hydropower assets at a 25 percent discount if Lopez is removed as chairman and CEO. Critics of the deal estimate the potential losses to First Gen at approximately ₱24 billion.

“In other words, it protects Piki (FRL) from losing his job and at the same time, if the pill is triggered, benefits only Prime. The shareholders of First Gen are thrown under the bus. So who is Piki working for?,” said the Lopez majority in a statement.

Under the terms of the first provision, Prime Infra could acquire First Gen’s 33 percent stake in a joint hydropower venture at the steep discount.

First Gen originally purchased a 40 percent stake in the unit for ₱75 billion earlier this year before trimming its holding to 33 percent, valued at roughly ₱62 billion. If the provision is triggered, First Gen would face a ₱16 billion loss, allowing Prime Infra to consolidate 100 percent ownership.

A second provision applies to First Gen’s gas business. Prime Infra, which acquired a 60 percent stake in the business last year, would have the right to purchase First Gen’s remaining 40 percent stake at a 25 percent discount upon Lopez’s exit. This clause carries a projected cost of ₱8 bilionto First Gen.

The Lopez Inc. majority described the clauses as “egregious self-dealing” that prioritizes Lopez’s job security over shareholder value. The group claims the board and independent directors were not properly consulted or informed of the material impact of these terms.

“Not content with selling away our gas crown jewel, Piki (FRL) made sure he would remain on top—and relevant—but at everybody else’s expense. More than a lifetime’s worth of money owned by other people was put on the line all for one man’s job security. And it was all done in secrecy,” they said.

The escalation follows a February vote by the Lopez Inc. board to remove Piki Lopez as president and CEO of the family holding firm, citing a loss of trust.

While the company's bylaws permit the removal of officers at will, Lopez successfully secured a court order to block the ouster, maintaining his grip on the conglomerate as the legal battle intensifies. (James A. Loyola)