First Gen Corp. solidified a ₱23.5 billion “poison pill” provision just one week after the Lopez family board moved to oust the company’s chief executive officer, newly revealed regulatory filings showed.

In a disclosure to the Philippine Stock Exchange on Monday, May 4, the power producer confirmed it finalized a shareholders’ agreement on March 6 involving Prime Infrastructure Inc., Prime Hydropower Energy Inc., and FGen Aqua Power Holdings Inc.

The agreement includes a Change of Management Control clause that was inserted seven days after a Feb. 27 board vote to remove Federico “Piki” Lopez from his leadership role, but prior to a court-issued injunction that froze his termination.

The provision creates a steep financial deterrent against leadership changes. Under the terms of the agreement, First Gen would be forced to sell its shares in Prime Hydropower and its natural gas portfolio to Prime Infra at a 25 percent discount should Piki Lopez be removed from his current position.

Analysts estimated the execution of this clause would result in a loss of approximately ₱24 billion for First Gen, effectively devaluing the company’s core energy assets.

While the timing of the filing has raised questions regarding corporate governance, some market analysts suggested the move was a defensive strategy intended to maintain operational stability. Michael Ricafort, chief economist at Rizal Commercial Banking Corp., said the maneuver was a delicate balancing act designed to protect the firm against hostile or disruptive changes in leadership.

The internal rift within the Lopez family, which maintains majority control of the utility giant, became public following the faction’s decision to terminate Piki Lopez’s presidency. The board cited a loss of trust and confidence, alleging a lack of transparency regarding his fiduciary responsibilities and expressing concerns over the strategic direction of the company.

Representatives for the majority faction of the Lopez family argued that the poison pill represents a significant risk to the company’s valuation. However, they maintained that the decision to replace Federico Lopez was a necessary step to protect the family’s long-term legacy.

Under the current transition plan, Rafael Lopez is slated to take over executive duties, while Piki Lopez is expected to retain a seat on the board of directors pending the resolution of ongoing legal challenges.