Philippine Competition Act PDF

THE PHILIPPINE COMPETITION ACT
(Republic Act No. 10667)

and its Implementing Rules and Regulations
The Philippine Competition Act (Republic Act No. 10667) and its Implementing Rules and Regulations
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TABLE OF CONTENTS
Republic Act No. 10667 (Philippine Competition Act)
Chapter I: General provisions
Section 1. Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2. Declaration of Policy ......................................4
Section 3. Scope and application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 4. Definition of terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Chapter II: Philippine Competition Commission
Section 5. Philippine Competition Commission .................................7
Section 6. Composition of the Commission ...............................7
Section 7. Term of office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 8. Prohibitions and Disqualifications ...............................8
Section 9. Compensation and Other Emoluments for
Members and Personnel of the Commission .........................8
Section 10. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 11. Staff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 12. Powers and Functions .......................................9
Section 13. Office for Competition (OFC), Powers and Functions ..........................11
Chapeter III: Prohibited acts
Section 14. Anti-Competitive Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2
Section 15. Abuse of Dominant Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2
Chapter IV: Mergers and acquisitions
Section 16. Review of Mergers and Acquisitions ............................................15
Section 17. Compulsory Notification ......................................................15
Section 18. Effect of Notification ............................................................16
Section 19. Notification Threshold .......................................................16
Section 20. Prohibited Mergers and Acquisitions ................................................16
Section 21. Exemptions from Prohibited Mergers and Acquisitions .......................17
Section 22. Burden of Proof ................................................................17
Section 23. Finality of Rulings on Mergers and Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 7
Chapter V: Disposition of cases
Section 24. Relevant Market ...................................................................18
Section 25. Control of an Entity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 8
Section 26. Determination of Anti-Competitive Agreement or Conduct . . . . . . . . . . . . . . . . . . 1 9
Section 27. Market Dominant Position .................................................................19
Section 28. Forbearance ............................................................................20
Chapter VI: Fines and penalties
Section 29. Administrative Penalties ..........................................................21
Section 30. Criminal Penalties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2
Chapter VII: Enforcement
Section 31. Fact Finding; Preliminary Inquiry .....................................................22
Section 32. Relationship With Sector Regulators ........................................................23
Section 33. Power to Investigate and Enforce Orders and Resolutions . . . . . . . . . . . . . . . . . . . . . . . . . 2 4
Section 34. Confidentiality of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 4
Section 35. Leniency Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 4
Section 36. Nolo Contendere . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 6
Section 37. Non-Adversarial Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 6
Section 38. Contempt ..................................................................28
Section 39. Appeals of the Decisions of the Commission ..............................28
Section 40. Writ of Execution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 8
Section 41. Basic Necessities and Prime Commodities ..........................28
Section 42. Immunity from Suit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 8
Section 43. Indemnity ..............................................................29
Section 44. Jurisdiction of the Regional Trial Court . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 9
2 The Philippine Competition Act (Republic Act No. 10667) and its Implementing Rules and Regulations
Section 45. Private Action ..........................................................................30
Chapter VIII: Other provisions
Section 46. Statute of Limitations ......................................................................................30
Section 47. Prohibition on the Issuance of Temporary Restraining Orders,
Preliminary Injunctions and Preliminary Mandatory Injunctions .............30
Section 48. Trade Associations ....................................................................................................31
Section 49. Congressional Oversight Committee .....................................................................................31
Chapter IX: Final Provisions
Section 50. Implementing Rules and Regulations ......................................................................................32
Section 51. Appropriations and use of Fees, Charges and Penalties .........................32
Section 52. Transparency Clause ......................................................................................32
Section 53. Transitional Clause ......................................................................................32
Section 54. Separability Clause .......................................................................................................................33
Section 55. Repealing Clause ........................................................................................................................33
Section 56. Effectivity Clause .........................................................................................................................................34
RULES AND REGULATIONS TO IMPLEMENT THE PROVISIONS OF REPUBLIC ACT NO. 10667
Rule 1: Title and scope .......................................................................................36
Rule 2: Definition of terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 7
Rule 3: Prohibited acts .......................................................................................39
Section 1. Anti-competitive agreements .......................................................................................39
Section 2. Abuse of dominant position .......................................................................................40
Section 3. Determination of exceptions .......................................................................................42
Rule 4: Mergers and acquisitions .......................................................................................42
Section 1. Review of mergers and acquisitions .........................................................................42
Section 2. Notifying entities .......................................................................................43
Section 3. Thresholds for compulsory notification ........................................................44
Section 4. Consultations preceding the submission of notification .............................48
Section 5. Procedure for notification and review ..............................................................................49
Section 6. Effect of notification .......................................................................................52
Section 7. Publication of notification summary .......................................................................52
Section 8. Modifications to thresholds on compulsory notification ..........................53
Section 9. Prohibited mergers and acquisitions ......................................................................53
Section 10. Exemptions from prohibited mergers and acquisitions .............................53
Section 11. Burden of proof .......................................................................................54
Section 12. Finality of rulings on mergers and acquisitions ....................................................54
Section 13. Treatment of confidential information ................................................................................54
Rule 5: Determination of relevant market ...........................................................55
Rule 6: Determination of control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .56
Rule 7: Determination of anti-competitive agreement or conduct . . . . . . . . . . . . . . . . . . . . 5 7
Rule 8: Determination of dominance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58
Section 1. Existence of dominance .......................................................................................58
Section 2. Assessment of dominance .......................................................................................58
Section 3. Presumption of dominance .......................................................................................59
Section 4. Setting the thresholds for dominance ......................................................59
Section 5. Exceptions .......................................................................................60
Rule 9: Forbearance .......................................................................................60
Section 1. Forbearance of the Commission ............................................60
Section 2. Public hearing .......................................................................................61
Rule 10: Final provisions .......................................................................................62
Section 1. Revisions of these Rules .......................................................................................62
Section 2. Separability clause .......................................................................................62
Section 3. Effectivity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 2
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THE PHILIPPINE COMPETITION ACT
Republic Act No. 10667
CONGRESS OF THE PHILIPPINES SIXTEENTH CONGRESS
Second Regular Session
AN ACT PROVIDING FOR A NATIONAL COMPETITION POLICY
PROHIBITING ANTI-COMPETITIVE AGREEMENTS, ABUSE OF
DOMINANT POSITION AND ANTI-COMPETITIVE MERGERS AND
ACQUISITIONS, ESTABLISHING THE PHILIPPINE COMPETITION
COMMISSION AND APPROPRIATING FUNDS THEREFOR
CHAPTER I
GENERAL PROVISIONS
SECTION 1. Short Title. – This Act shall be known as the “Philippine

Competition Act”.
SEC. 2. Declaration of Policy. – The efficiency of market

competition as a mechanism for allocating goods and services is a
generally accepted precept. The State recognizes that past measures
undertaken to liberalize key sectors in the economy need to be
reinforced by measures that safeguard competitive conditions. The
State also recognizes that the provision of equal opportunities to all
promotes entrepreneurial spirit, encourages private investments,
facilitates technology development and transfer and enhances resource
productivity. Unencumbered market competition also serves the interest
of consumers by allowing them to exercise their right of choice over
goods and services offered in the market.
Pursuant to the constitutional goals for the national economy to attain
a more equitable distribution of opportunities, income, and wealth; a
sustained increase in the amount of goods and services produced by the
nation for the benefit of the people; and an expanding productivity as
the key to raising the quality of life for all, especially the underprivileged
and the constitutional mandate that the State shall regulate or
prohibit monopolies when the public interest so requires and that no
combinations in restraint of trade or unfair competition shall be allowed,
the State shall:
(a) Enhance economic efficiency and promote free and fair
competition in trade, industry and all commercial economic
activities, as well as establish a National Competition Policy to be
implemented by the Government of the Republic of the Philippines
and all of its political agencies as a whole;
(b) Prevent economic concentration which will control the
production, distribution, trade, or industry that will unduly stifle
competition, lessen, manipulate or constrict the discipline of free
markets; and
(c) Penalize all forms of anti-competitive agreements, abuse of
dominant position and anti-competitive mergers and acquisitions,
with the objective of protecting consumer welfare and advancing
domestic and international trade and economic development.
SEC. 3. Scope and Application. – This Act shall be enforceable

against any person or entity engaged in any trade, industry and
commerce in the Republic of the Philippines. It shall likewise be applicable
to international trade having direct, substantial, and reasonably
foreseeable effects in trade, industry, or commerce in the Republic of
the Philippines, including those that result from acts done outside the
Republic of the Philippines.
This Act shall not apply to the combinations or activities of workers
or employees nor to agreements or arrangements with their employers
when such combinations, activities, agreements, or arrangements are
designed solely to facilitate collective bargaining in respect of conditions
of employment.
SEC. 4. Definition of Terms. – As used in this Act:

(a) Acquisition refers to the purchase of securities or assets,
through contract or other means, for the purpose of obtaining
control by:
(1) One (1) entity of the whole or part of another;
(2) Two (2) or more entities over another; or
(3) One (1) or more entities over one (1) or more entities;
(b) Agreement refers to any type or form of contract,
arrangement, understanding, collective recommendation, or
concerted action, whether formal or informal, explicit or tacit,
written or oral;
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(c) Conduct refers to any type or form of undertaking, collective
recommendation, independent or concerted action or practice,
whether formal or informal;
(d) Commission refers to the Philippine Competition Commission
created under this Act;
(e) Confidential business information refers to information which
concerns or relates to the operations, production, sales, shipments,
purchases, transfers, identification of customers, inventories, or
amount or source of any income, profits, losses, expenditures;
(f) Control refers to the ability to substantially influence or direct
the actions or decisions of an entity, whether by contract, agency or
otherwise;
(g) Dominant Position refers to a position of economic strength
that an entity or entities hold which makes it capable of controlling
the relevant market independently from any or a combination of the
following: competitors, customers, suppliers, or consumers;
(h) Entity refers to any person, natural or juridical, sole
proprietorship, partnership, combination or association in any
form, whether incorporated or not, domestic or foreign, including
those owned or controlled by the government, engaged directly or
indirectly in any economic activity;
(i) Market refers to the group of goods or services that are
sufficiently interchangeable or substitutable and the object of
competition, and the geographic area where said goods or services
are offered;
(j) Merger refers to the joining of two (2) or more entities into an
existing entity or to form a new entity;
(k) Relevant Market refers to the market in which a particular
good or service is sold and which is a combination of the relevant
product market and the relevant geographic market, defined as
follows:
(1) A relevant product market comprises all those goods
and/or services which are regarded as interchangeable or
substitutable
by the consumer or the customer, by reason of the goods
and/or services’ characteristics, their prices and their intended
use; and
(2) The relevant geographic market comprises the area
in which the entity concerned is involved in the supply and
demand of goods and services, in which the conditions of
competition are sufficiently homogenous and which can be
distinguished from neighboring areas because the conditions of
competition are different in those areas.
CHAPTER II
PHILIPPINE COMPETITION COMMISSION
SEC. 5. Philippine Competition Commission. – To implement

the national competition policy and attain the objectives and purposes of
this Act, an independent quasi-judicial body is hereby created, which shall
be known as the Philippine Competition Commission (PCC), hereinafter
referred to as the Commission, and which shall be organized within
sixty (60) days after the effectivity of this Act. Upon establishment of
the Commission, Executive Order No. 45 designating the Department
of Justice as the Competition Authority is hereby amended. The Office
for Competition (OFC) under the Office of the Secretary of Justice shall
however be retained, with its powers and functions modified pursuant to
Section 13 of this Chapter.
The Commission shall be an attached agency to the Office of the
President.
SEC. 6. Composition of the Commission. – The Commission

shall be composed of a Chairperson and four (4) Commissioners. The
Chairperson and Commissioners shall be citizens and residents of
the Philippines, of good moral character, of recognized probity and
independence and must have distinguished themselves professionally in
public, civic or academic service in any of the following fields: economics,
law, finance, commerce or engineering. They must have been in the active
practice of their professions for at least ten (10) years, and must not have
been candidates for any elective national or local office in the immediately
preceding elections, whether regular or special: Provided, That at least
one (1) shall be a member of the Philippine Bar with at least ten (10) years
of experience in the active practice of law, and at least one (1) shall be an
economist. The Chairperson and the Commissioners who shall have the
rank equivalent of cabinet secretary and undersecretary, respectively,
shall be appointed by the President.
SEC. 7. Term of Office. – The term of office of the Chairperson and
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the Commissioners shall be seven (7) years without reappointment. Of the
first set of appointees, the Chairperson shall hold office for seven (7) years
and of the first four (4) Commissioners, two (2) shall hold office for a term
of seven (7) years and two (2) for a term of five (5) years. In case a vacancy
occurs before the expiration of the term of office, the appointment to such
vacancy shall only be for the unexpired term of the predecessor.
The Chairperson and the Commissioners shall enjoy security of tenure
and shall not be suspended or removed from office except for just cause
as provided by law.
SEC. 8. Prohibitions and Disqualifications. – The

Commissioners shall not, during their tenure, hold any other office or
employment. They shall not, during their tenure, directly or indirectly
practice any profession, except in a teaching capacity, participate in
any business, or be financially interested in any contract with, or any
franchise, or special privileges granted by the government or any
subdivision, agency, or instrumentality thereof, including government-
owned and-controlled corporations or their subsidiaries. They shall strictly
avoid conflict of interest in the conduct of their office. They shall not be
qualified to run for any office in the election immediately succeeding their
cessation from office. Provided, that the election mentioned hereof is not
a Barangay election or a Sangguniang Kabataan election. Provided they
shall not be allowed to personally appear or practice as counsel or agent
on any matter pending before the Commission for two (2) years following
their cessation from office.
No spouse or relative by consanguinity or affinity within the fourth
civil degree of any of the Commissioners, the Chairperson and the
Executive Director of the Commission may appear as counsel nor agent on
any matter pending before the Commission or transact business directly
or indirectly therein during incumbency and within two (2) years from
cessation of office.
SEC. 9. Compensation and Other Emoluments for

Members and Personnel of the Commission. – The
compensation and other emoluments for the members and personnel
of the Commission shall be exempted from the coverage of Republic
Act No. 6758, otherwise known as the “Salary Standardization Act”. For
this purpose, the salaries and other emoluments of the Chairperson, the
Commissioners, and personnel of the Commission shall be set based on an
objective classification system, taking into consideration the importance
and responsibilities attached to the respective positions, and shall be
submitted to the President of the Philippines for his approval.
SEC. 10. Quorum. – Three (3) members of the Commission shall

constitute a quorum and the affirmative vote of three (3) members
shall be necessary for the adoption of any rule, ruling, order, resolution,
decision or other acts of the Commission.
SEC. 11. Staff. – The Commission shall appoint, fix the compensation,
and determine the status, qualifications, and duties of an adequate
staff, which shall include an Executive Director of the Commission. The
Executive Director shall be appointed by the Commission and shall have
relevant experience in any of the fields of law, economics, commerce,
management, finance or engineering for at least ten (10) years. The
members of the technical staff, except those performing purely clerical
functions, shall possess at least a Bachelor’s Degree in any of the following
lines of specialization: economics, law, finance, commerce, engineering,
accounting, or management.
SEC. 12. Powers and Functions. – The Commission shall

have original and primary jurisdiction over the enforcement and
implementation of the provisions of this Act, and its implementing rules
and regulations. The Commission shall exercise the following powers and
functions:
(a) Conduct inquiry, investigate, and hear and decide on cases
involving any violation of this Act and other existing competition
laws motu proprio or upon receipt of a verified complaint from an
interested party or upon referral by the concerned regulatory agency,
and institute the appropriate civil or criminal proceedings;
(b) Review proposed mergers and acquisitions, determine
thresholds for notification, determine the requirements and
procedures for notification, and upon exercise of its powers to review,
prohibit mergers and acquisitions that will substantially prevent,
restrict, or lessen competition in the relevant market;
(c) Monitor and undertake consultation with stakeholders and
affected agencies for the purpose of understanding market behavior;
(d) Upon finding, based on substantial evidence, that an entity
has entered into an anti-competitive agreement or has abused its
dominant position after due notice and hearing, stop or redress the
same, by applying remedies, such as, but not limited to, issuance of
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injunctions, requirement of divestment, and disgorgement of excess
profits under such reasonable parameters that shall be prescribed by
the rules and regulations implementing this Act;
(e) Conduct administrative proceedings, impose sanctions, fines
or penalties for any non-compliance with or breach of this Act and its
implementing rules and regulations (IRR) and punish for contempt;
(f) Issue subpoena duces tecum and subpoena ad testificandum to
require the production of books, records, or other documents or data
which relate to any matter relevant to the investigation and personal
appearance before the Commission, summon witnesses, administer
oaths, and issue interim orders such as show cause orders and cease
and desist orders after due notice and hearing in accordance with the
rules and regulations implementing this Act;
(g) Upon order of the court, undertake inspections of business
premises and other offices, land and vehicles, as used by the entity,
where it reasonably suspects that relevant books, tax records, or other
documents which relate to any matter relevant to the investigation
are kept, in order to prevent the removal, concealment, tampering
with, or destruction of the books, records, or other documents;
(h) Issue adjustment or divestiture orders including orders for
corporate reorganization or divestment in the manner and under such
terms
and conditions as may be prescribed in the rules and regulations
implementing this Act. Adjustment or divestiture orders, which are
structural remedies, should only be imposed:
(1) Where there is no equally effective behavioral remedy; or
(2) Where any equally effective behavioral remedy would
be more burdensome for the enterprise concerned than the
structural remedy. Changes to the structure of an enterprise as
it existed before the infringement was committed would only
be proportionate to the substantial risk of a lasting or repeated
infringement that derives from the very structure of the enterprise;
(i) Deputize any and all enforcement agencies of the government
or enlist the aid and support of any private institution, corporation,
entity or association, in the implementation of its powers and
functions;
(j) Monitor compliance by the person or entities concerned with
the cease and desist order or consent judgment;
(k) Issue advisory opinions and guidelines on competition matters
for the effective enforcement of this Act and submit annual and
special reports to Congress, including proposed legislation for the
regulation of commerce, trade, or industry;
(l) Monitor and analyze the practice of competition in markets
that affect the Philippine economy; implement and oversee measures
to promote transparency and accountability; and ensure that
prohibitions and requirements of competition laws are adhered to;
(m) Conduct, publish, and disseminate studies and reports on
anti- competitive conduct and agreements to inform and guide the
industry and consumers;
(n) Intervene or participate in administrative and regulatory
proceedings requiring consideration of the provisions of this Act
that are initiated by government agencies such as the Securities
and Exchange Commission, Energy Regulatory Commission and the
National Telecommunications Commission;
(o) Assist the National Economic and Development Authority, in
consultation with relevant agencies and sectors, in the preparation
and formulation of a national competition policy;
(p) Act as the official representative of the Philippine government
in international competition matters;
(q) Promote capacity building and the sharing of best practices
with other competition-related bodies;
(r) Advocate pro-competitive policies of the government by:
(1) Reviewing economic and administrative regulations, motu
proprio or upon request, as to whether or not they adversely affect
relevant market competition, and advising the concerned agencies
against such regulations; and
(2) Advising the Executive Branch on the competitive
implications of government actions, policies and programs; and
(s) Charge reasonable fees to defray the administrative cost of the
services rendered.
SEC. 13. Office for Competition (OFC), Powers and

Functions. – The OFC under the Department of Justice (DOJ-OFC) shall
only conduct preliminary investigation and undertake prosecution of all
criminal offenses arising under this act and other competition related
laws in accordance with Section 31 of Chapter VI of this act. The OFC shall
be reorganized and allocated resources as may be required therefor to
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effectively pursue such mandate.
CHAPTER III
PROHIBITED ACTS
SEC. 14. Anti-Competitive Agreements. –

(a) The following agreements, between or among competitors,
are per se prohibited:
(1) Restricting competition as to price, or components
thereof, or other terms of trade;
(2) Fixing price at an auction or in any form of bidding
including cover bidding, bid suppression, bid rotation and
market allocation and other analogous practices of bid
manipulation;
(b) The following agreements, between or among competitors
which have the object or effect of substantially preventing,
restricting or lessening competition shall be prohibited:
(1) Setting, limiting, or controlling production, markets,
technical development, or investment;
(2) Dividing or sharing the market, whether by volume of
sales or purchases, territory, type of goods or services, buyers or
sellers or any other means.
(c) Agreements other than those specified in (a) and (b) of this
Section which have the object or effect of substantially preventing,
restricting or lessening competition shall also be prohibited:
Provided, Those which contribute to improving the production
or distribution of goods and services or to promoting technical or
economic progress, while allowing consumers a fair share of the
resulting benefits, may not necessarily be deemed a violation of this
Act.
An entity that controls, is controlled by, or is under common
control with another entity or entities, have common economic
interests, and are not otherwise able to decide or act independently
of each other, shall not be considered competitors for purposes of
this Section.
SEC. 15. Abuse of Dominant Position. – It shall be prohibited
for one or more entities to abuse their dominant position by engaging in
conduct that would substantially prevent, restrict or lessen competition:
(a) Selling goods or services below cost with the object of
driving competition out of the relevant market: Provided, That in
the Commission’s evaluation of this fact, it shall consider whether
the entity or entities have no such object and the price established
was in good faith to meet or compete with the lower price of a
competitor in the same market selling the same or comparable
product or service of like quality;
(b) Imposing barriers to entry or committing acts that prevent
competitors from growing within the market in an anti-competitive
manner except those that develop in the market as a result of or
arising from a superior product or process, business acumen, or legal
rights or laws;
(c) Making a transaction subject to acceptance by the other
parties of other obligations which, by their nature or according to
commercial usage, have no connection with the transaction;
(d) Setting prices or other terms or conditions that discriminate
unreasonably between customers or sellers of the same goods or
services, where such customers or sellers are contemporaneously
trading on similar terms and conditions, where the effect may be to
lessen competition substantially: Provided, That the following shall
be considered permissible price differentials:
(1) socialized pricing for the less fortunate sector of the
economy;
(2) price differential which reasonably or approximately
reflect differences in the cost of manufacture, sale, or delivery
resulting from differing methods, technical conditions, or
quantities in which the goods or services are sold or delivered to
the buyers or sellers;
(3) price differential or terms of sale offered in response to
the competitive price of payments, services or changes in the
facilities furnished by a competitor; and
(4) price changes in response to changing market
conditions, marketability of goods or services, or volume;
(e) Imposing restrictions on the lease or contract for sale or
trade of goods or services concerning where, to whom, or in what
forms goods or services may be sold or traded, such as fixing prices,
giving preferential discounts or rebate upon such price, or imposing
conditions not to deal with competing entities, where the object or
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effect of the restrictions is to prevent, restrict or lessen competition
substantially: Provided, That nothing contained in this Act shall
prohibit or render unlawful:
(1) Permissible franchising, licensing, exclusive
merchandising or exclusive distributorship agreements such as
those which give each party the right to unilaterally terminate
the agreement; or
(2) Agreements protecting intellectual property rights,
confidential information, or trade secrets.
(f) Making supply of particular goods or services dependent
upon the purchase of other goods or services from the supplier
which have no direct connection with the main goods or services to
be supplied;
(g) Directly or indirectly imposing unfairly low purchase prices
for the goods or services of, among others, marginalized agricultural
producers, fisherfolk, micro-, small-, medium-scale enterprises, and
other marginalized service providers and producers;
(h) Directly or indirectly imposing unfair purchase or selling price
on their competitors, customers, suppliers or consumers, Provided
that prices that develop in the market as a result of or due to a
superior product or process, business acumen or legal rights or laws
shall not be considered unfair prices; and
(i) Limiting production, markets or technical development to
the prejudice of consumers, provided that limitations that develop
in the market as a result of or due to a superior product or process,
business acumen or legal rights or laws shall not be a violation of this
Act;
Provided, That nothing in this Act shall be construed or interpreted as
a prohibition on having a dominant position in a relevant market or on
acquiring, maintaining and increasing market share through legitimate
means that do not substantially prevent, restrict or lessen competition.
Provided further, That any conduct which contributes to improving
production or distribution of goods or services within the relevant market,
or promoting technical and economic progress while allowing consumers
a fair share of the resulting benefit may not necessarily be considered an
abuse of dominant position.
Provided finally, That the foregoing shall not constrain the
Commission or the relevant regulator from pursuing measures that would
promote fair competition or more competition as provided in this Act.
CHAPTER IV
MERGERS AND ACQUISITIONS
SEC. 16. Review of Mergers and Acquisitions. – The

Commission shall have the power to review Mergers and Acquisitions
based on factors deemed relevant by the Commission.
SEC. 17. Compulsory Notification. – Parties to the merger or

acquisition agreement referred to in the preceding section wherein the
value of the transaction exceeds One Billion Pesos (P1,000,000,000.00)
are prohibited from consummating their agreement until thirty (30) days
after providing notification to the Commission in the form and containing
the information specified in the regulations issued by the Commission:
Provided, That the Commission shall promulgate other criteria, such as
increased market share in the relevant market in excess of minimum
thresholds, that may be applied specifically to a sector, or across some or
all sectors, in determining whether parties to a merger or acquisition shall
notify the Commission under this chapter.
An agreement consummated in violation of this requirement to notify
the Commission shall be considered void and subject the parties to an
administrative fine of one percent (1%) to five percent (5%) of the value of
the transaction.
Should the Commission deem it necessary, it may request further
information that are reasonably necessary and directly relevant to the
prohibition under Section 20 hereof from the parties to the agreement
before the expiration of the thirty (30)-day period referred. The issuance
of such a request has the effect of extending the period within which the
agreement may not be consummated for an additional sixty (60) days,
beginning on the day after the request for information is received by the
parties: Provided, That, in no case shall the total period for review by the
Commission of the subject agreement exceed ninety (90) days from initial
notification by the parties.
When the above periods have expired and no decision has been
promulgated for whatever reason, the merger or acquisition shall
be deemed approved and the parties may proceed to implement or
consummate it. All notices, documents and information provided to or
emanating from the Commission under this section shall be subject to
confidentiality rule under Section 34 of this Act except when the release of
information contained therein is with the consent of the notifying entity
or is mandatorily required to be disclosed by law or by a valid order of a
15
court of competent jurisdiction, or of a government or regulatory agency,
including an exchange.
In the case of the merger or acquisition of banks, banking institutions,
building and loan associations, trust companies, insurance companies,
public utilities, educational institutions and other special corporations
governed by special laws, a favorable or no-objection ruling by the
Commission shall not be construed as dispensing of the requirement for a
favorable recommendation by the appropriate government agency under
Section 79 of the Corporation Code of the Philippines.
A favorable recommendation by a governmental agency with a
competition mandate shall give rise to a disputable presumption that the
proposed merger or acquisition is not violative of this Act.
SEC. 18. Effect of Notification. – If within the relevant periods

stipulated in the preceding Section, the Commission determines that
such agreement is prohibited under Section 20 and does not qualify for
exemption under Section 21 of this Chapter, the Commission may:
(a) Prohibit the implementation of the agreement;
(b) Prohibit the implementation of the agreement unless and
until it is modified by changes specified by the Commission;
(c) Prohibit the implementation of the agreement unless and
until the pertinent party or parties enter into legally enforceable
agreements specified by the Commission.
SEC. 19. Notification Threshold. – The Commission shall, from

time to time, adopt and publish regulations stipulating:
(a) The transaction value threshold and such other criteria
subject to the notification requirement of Section 17 of this Act;
(b) The information that must be supplied for notified mergers or
acquisition;
(c) Exceptions or exemptions from the notification requirement;
and
(d) Other rules relating to the notification procedures.
SEC. 20. Prohibited Mergers and Acquisitions. – Merger

or acquisition agreements that substantially prevent, restrict or lessen
competition in the relevant market or in the market for goods or services
as may be determined by the Commission shall be prohibited.
SEC. 21. Exemptions from Prohibited Mergers and

Acquisitions. – Merger or acquisition agreement prohibited under
Section 20 of this Chapter may, nonetheless, be exempt from prohibition
by the Commission when the parties establish either of the following:
(a) The concentration has brought about or is likely to bring
about gains in efficiencies that are greater than the effects of any
limitation on competition that result or likely to result from the
merger or acquisition agreement; or
(b) A party to the merger or acquisition agreement is faced with
actual or imminent financial failure, and the agreement represents
the least anti-competitive arrangement among the known
alternative uses for the failing entity’s assets:
Provided, That an entity shall not be prohibited from continuing
to own and hold the stock or other share capital or assets of another
corporation which it acquired prior to the approval of this Act or acquiring
or maintaining its market share in a relevant market through such means
without violating the provisions of this Act.
Provided further, That the acquisition of the stock or other share
capital of one or more corporations solely for investment and not used for
voting or exercising control and not to otherwise bring about, or attempt
to bring about the prevention, restriction, or lessening of competition in
the relevant market shall not be prohibited.
SEC. 22. Burden of Proof. – The burden of proof under Section 21

lies with the parties seeking the exemption. A party seeking to rely on
the exemption specified in Section 21(a) must demonstrate that if the
agreement were not implemented, significant efficiency gains would not
be realized.
SEC. 23. Finality of Rulings on Mergers and Acquisitions.

– Merger or acquisition agreements that have received a favorable ruling
from the Commission, except when such ruling was obtained on the basis
of fraud or false material information, may not be challenged under this
Act.
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CHAPTER V
DISPOSITION OF CASES
SEC. 24. Relevant Market. – For purposes of determining the

relevant market, the following factors, among others, affecting the
substitutability among goods or services constituting such market and
the geographic area delineating the boundaries of the market shall be
considered:
(a) The possibilities of substituting the goods or services in
question, with others of domestic or foreign origin, considering the
technological possibilities, extent to which substitutes are available
to consumers and time required for such substitution;
(b) The cost of distribution of the good or service, its raw
materials, its supplements and substitutes from other areas and
abroad, considering freight, insurance, import duties and non-tariff
restrictions; the restrictions imposed by economic agents or by their
associations; and the time required to supply the market from those
areas;
(c) The cost and probability of users or consumers seeking other
markets; and
(d) National, local or international restrictions which limit access
by users or consumers to alternate sources of supply or the access of
suppliers to alternate consumers.
SEC. 25. Control of an Entity. – In determining the control of an

entity, the Commission may consider the following:
Control is presumed to exist when the parent owns directly or
indirectly, through subsidiaries, more than one half (1/2) of the voting
power of an entity, unless in exceptional circumstances, it can clearly be
demonstrated that such ownership does not constitute control. Control
also exists even when an entity owns one half (1/2) or less of the voting
power of another entity when:
(a) There is power over more than one half (1/2) of the voting
rights by virtue of an agreement with investors;
(b) There is power to direct or govern the financial and operating
policies of the entity under a statute or agreement;
(c) There is power to appoint or remove the majority of the
members of the board of directors or equivalent governing body;
(d) There is power to cast the majority votes at meetings of the
board of directors or equivalent governing body;
(e) There exists ownership over or the right to use all or a
significant part of the assets of the entity;
(f) There exist rights or contracts which confer decisive influence
on the decisions of the entity.
SEC. 26. Determination of Anti-Competitive Agreement

or Conduct. – In determining whether anti-competitive agreement or
conduct has been committed, the Commission shall:
(a) Define the relevant market allegedly affected by the anti-
competitive agreement or conduct, following the principles laid out
in Section 24 of this Chapter;
(b) Determine if there is actual or potential adverse impact on
competition in the relevant market caused by the alleged agreement
or conduct, and if such impact is substantial and outweighs the
actual or potential efficiency gains that result from the agreement or
conduct;
(c) Adopt a broad and forward-looking perspective, recognizing
future market developments, any overriding need to make the
goods or services available to consumers, the requirements of large
investments in infrastructure, the requirements of law, and the
need of our economy to respond to international competition, but
also taking account of past behavior of the parties involved and
prevailing market conditions;
(d) Balance the need to ensure that competition is not prevented
or substantially restricted and the risk that competition efficiency,
productivity, innovation, or development of priority areas or
industries in the general interest of the country may be deterred by
overzealous or undue intervention; and
(e) Assess the totality of evidence on whether it is more
likely than not that the entity has engaged in anti-competitive
agreement or conduct including whether the entity’s conduct
was done with a reasonable commercial purpose such as but not
limited to phasing out of a product or closure of a business, or as a
reasonable commercial response to the market entry or conduct of a
competitor.
SEC. 27. Market Dominant Position. – In determining whether

19
an entity has market dominant position for purposes of this Act, the
Commission shall consider the following:
(a) The share of the entity in the relevant market and whether
it is able to fix prices unilaterally or to restrict supply in the relevant
market;
(b) The existence of barriers to entry and the elements which
could foreseeably alter both said barriers and the supply from
competitors;
(c) The existence and power of its competitors;
(d) The possibility of access by its competitors or other entities to
its sources of inputs;
(e) The power of its customers to switch to other goods or
services; (f) Its recent conducts; and
(g) Other criteria established by the regulations of this Act.
There shall be a rebuttable presumption of market dominant position
if the market share of an entity in the relevant market is at least fifty
percent (50%), unless a new market share threshold is determined by the
Commission for that particular sector.
The Commission shall from time to time determine and publish the
threshold for dominant position or minimum level of share in the relevant
market that could give rise to a presumption of dominant position. In
such determination, the Commission would consider the structure of the
relevant market, degree of integration, access to end-users, technology
and financial resources, and other factors affecting the control of a market,
as provided in sub-sections (a) to (g) of this Section.
The Commission shall not consider the acquiring, maintaining and
increasing of market share through legitimate means not substantially
preventing, restricting, or lessening competition in the market such as but
not limited to having superior skills, rendering superior service, producing
or distributing quality products, having business acumen, and the
enjoyment and use of protected intellectual property rights as violative of
this Act.
SEC. 28. Forbearance. – The Commission may forbear from applying

the provisions of this Act, for a limited time, in whole or in part, in all or
specific cases, on an entity or group of entities, if in its determination:
(a) Enforcement is not necessary to the attainment of the policy
objectives of this Act;
(b) Forbearance will neither impede competition in the market
where the entity or group of entities seeking exemption operates
nor in related markets; and
(c) Forbearance is consistent with public interest and the benefit
and welfare of the consumers.
A public hearing shall be held to assist the Commission in making this
determination.
The Commission’s order exempting the relevant entity or group
of entities under this Section shall be made public. Conditions may be
attached to the forbearance if the Commission deems it appropriate to
ensure the long-term interest of consumers.
In the event that the basis for the issuance of the exemption order
ceases to be valid, the order may be withdrawn by the Commission.
CHAPTER VI
FINES AND PENALTIES
SEC. 29. Administrative Penalties. –

(a) Administrative Fines. – In any investigation under Chapter
III, Sections 14 and 15, and Chapter IV, Sections 17 and 20 of this
Act, after due notice and hearing, the Commission may impose the
following schedule of administrative fines on any entity found to
have violated the said Sections:
First offense: Fine of up to One Hundred Million Pesos
(P100,000,000.00);
Second offense: Fine of not less than One Hundred Million Pesos
(P100,000,000.00) but not more than Two Hundred Fifty Million
Pesos (P250,000,000.00).
In fixing the amount of the fine, the Commission shall have
regard to both the gravity and the duration of the violation.
(b) Failure to Comply With An Order of the Commission. – An
entity which fails or refuses to comply with a ruling, order or
decision issued by the commission shall pay a penalty of not less
than Fifty Thousand Pesos (P50,000.00) up to Two Million Pesos
(P2,000,000.00) for each violation and a similar amount of penalty
for each day thereafter until the said entity fully complies. Provided
that these fines shall only accrue daily beginning forty five (45) days
21
from the time that the said decision, order or ruling was received.
(c) Supply of Incorrect or Misleading Information. – The
Commission may likewise impose upon any entity fines of up to One
million pesos (P1,000,000.00) where, intentionally or negligently,
they supply incorrect or misleading information in any document,
application or other paper filed with or submitted to the Commission
or supply incorrect or misleading information in an application for
a binding ruling, a proposal for a consent judgment, proceedings
relating to a show cause order, or application for modification of the
Commission’s ruling, order or approval, as the case may be.
(d) Any other violations not specifically penalized under the
relevant provisions of this Act shall be penalized by a fine of not
less than Fifty Thousand Pesos (P50,000.00) up to Two Million Pesos
(P2,000,000.00).
Provided that the schedule of fines indicated in this Section shall be
increased by the Commission every five (5) years to maintain their real
value from the time it was set.
SEC. 30. Criminal Penalties. An entity that enters into any anti-
competitive agreement as covered by Chapter III, Section 14(a) and
14(b) under this Act shall, for each and every violation, be penalized by
imprisonment from two (2) to seven (7) years, and a fine of not less than
Fifty Million Pesos (P50,000,000.00) but not more than Two Hundred Fifty
Million Pesos (P250,000,000.00). The penalty of imprisonment shall be
imposed upon the responsible officers, and directors of the entity.
When the entities involved are juridical persons, the penalty of
imprisonment shall be imposed on its officers, directors, or employees
holding managerial positions, who are knowingly and willfully responsible
for such violation.
CHAPTER VII
ENFORCEMENT
SEC. 31. Fact Finding; Preliminary Inquiry. – The Commission,

motu proprio, or upon the filing of a verified complaint by an interested
party or upon referral by a regulatory agency, shall have the sole and
exclusive authority to initiate and conduct a fact-finding or preliminary
inquiry for the enforcement of this Act based on reasonable grounds.
The Commission, after considering the statements made, or
documents or articles produced in the course of the fact-finding or
preliminary inquiry, shall terminate the same by:
(a) Issuing a resolution ordering its closure if no violation or
infringement of this Act is found; or
(b) Issuing a resolution to proceed, on the basis of reasonable
grounds, to the conduct of a full administrative investigation.
The Commission, after due notice and hearing, and on the basis of
facts and evidence presented, may issue an order for the temporary
cessation or desistance from the performance of certain acts by the
respondent entity, the continued performance of which would result in a
material and adverse effect on consumers or competition in the relevant
market.
If the evidence so warrants, the Commission may file before the
DOJ criminal complaints for violations of this Act or relevant laws for
preliminary investigation and prosecution before the proper court. The
DOJ shall conduct such preliminary investigation in accordance with the
revised rules of criminal procedure.
The preliminary inquiry shall, in all cases, be completed by the
Commission within ninety (90) days from submission of the verified
complaint, referral, or date of initiation by the Commission, motu proprio,
of the same.
Except as provided in Section 12 (i) of Chapter II of this Act, no law
enforcement agency shall conduct any kind of fact-finding, inquiry or
investigation into any competition related matters.
SEC. 32. Relationship With Sector Regulators. The

Commission shall have original and primary jurisdiction in the
enforcement and regulation of all competition-related issues.
The Commission shall still have jurisdiction if the issue involves
both competition and noncompetition issues, but the concerned sector
regulator shall be consulted and afforded reasonable opportunity to
submit its own opinion and recommendation on the matter before the
Commission makes a decision on any case.
Where appropriate, the Commission and the sector regulators shall
work together to issue rules and regulations to promote competition,
protect consumers, and prevent abuse of market power by dominant
players within their respective sectors.
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SEC. 33. Power to Investigate and Enforce Orders
and Resolutions. – The Commission shall conduct inquiries by
administering oaths, issuing subpoena duces tecum and summoning
witnesses, and commissioning consultants or experts. It shall determine
if any provision of this Act has been violated, enforce its orders and carry
out its resolutions by making use of any available means, provisional or
otherwise, under existing laws and procedures including the power to
punish for contempt and to impose fines.
SEC. 34. Confidentiality of Information. – Confidential

business information submitted by entities, relevant to any inquiry
or investigation being conducted pursuant to this Act as well as any
deliberation in relation thereto, shall not, in any manner, be directly or
indirectly disclosed, published, transferred, copied, or disseminated.
Likewise, the Commission shall, to the extent possible, subject such
information to the confidentiality rule provided under this section when
it issues notices, bulletins, rulings and other documents: Provided, That
the confidentiality rule shall not apply if the notifying entity consents to
the disclosure, or the document or information is mandatorily required to
be disclosed by law or by a valid order of a court of competent jurisdiction
or of a government or regulatory agency, including an exchange. The
identity of the persons who provide information to the Commission
under condition of anonymity, shall remain confidential, unless such
confidentiality is expressly waived by these persons.
Any violation of this provision shall be imposed a fine of not less than
One Million Pesos (P1,000,000.00) but not more than Five Million Pesos
(P5,000,000.00).
SEC. 35. Leniency Program. – The Commission shall develop a

Leniency Program to be granted to any entity in the form of immunity
from suit or reduction of any fine which would otherwise be imposed on
a participant in an anti-competitive agreement as provided in Section
14(a) and 14(b) of this Act in exchange for the voluntary disclosure of
information regarding such an agreement which satisfies specific criteria
prior to or during the fact finding or preliminary inquiry stage of the case.
Immunity from suit will be granted to an entity reporting illegal anti-
competitive activity before a fact finding or preliminary inquiry has begun
if the following conditions are met:
(a) At the time the entity comes forward, the Commission has not
received information about the activity from any other source;
(b) Upon the entity’s discovery of illegal activity, it took prompt
and effective action to terminate its participation therein;
(c) The entity reports the wrongdoing with candor and
completeness and provides full, continuing, and complete
cooperation throughout the investigation; and
(d) The entity did not coerce another party to participate in the
activity and clearly was not the leader in, or the originator of, the
activity.
Even after the Commission has received information about
the illegal activity after a fact finding or preliminary inquiry has
commenced, the reporting entity will be granted leniency, provided
preceding conditions (b) and (c) and the following additional
requirements are complied with:
(1) The entity is the first to come forward and qualify for
leniency;
(2) At the time the entity comes forward, the Commission
does not have evidence against the entity that is likely to result
in a sustainable conviction; and
(3) The Commission determines that granting leniency
would not be unfair to others.
Such program shall include the immunity from any suit or charge
of affected parties and third parties, exemption, waiver, or gradation of
fines and/or penalties giving precedence to the entity submitting such
evidence. An entity cooperating or furnishing information, document
or data to the Commission in connection to an investigation being
conducted shall not be subjected to any form of reprisal or discrimination.
Such reprisal or discrimination shall be considered a violation of this Act
subject to the sanctions provided in this Act.
Nothing in this Section shall preclude prosecution for entities that
report to the Commission false, misleading, or malicious information, data
or documents damaging to the business or integrity of the entities under
inquiry as a violation of said Section. An entity found to have reported
false, misleading or malicious information, data, or document may be
penalized by a fine not less than the penalty imposed in the Section
reported to have been violated by the entity complained of.
The DOJ-OFC may likewise grant leniency or immunity as provided in
this Section in the event that there is already a preliminary investigation
pending before it.
25
SEC. 36. Nolo Contendere. – An entity charged in a criminal
proceeding pursuant to Section 14(a) and 14(b) of this Act may enter
a plea of Nolo Contendere, in which he does not accept nor deny
responsibility for the charges but agrees to accept punishment as if he had
pleaded guilty. The plea cannot be used against the defendant entity to
prove liability in a civil suit arising from the criminal action nor in another
cause of action: Provided, That a plea of Nolo Contendere may be entered
only up to arraignment and subsequently, only with the permission of the
court which shall accept it only after weighing its effect on the parties, the
public and the administration of justice.
SEC. 37. Non-Adversarial Remedies. – As an implementing

and enforcement policy, the Commission shall, under such rules
and regulations it may prescribe, encourage voluntary compliance
with this Act and other competition laws by making available to the
parties concerned the following and other analogous non-adversarial
administrative remedies, before the institution of administrative, civil or
criminal action:
(a) Binding Ruling. – Where no prior complaint or investigation
has been initiated, any entity that is in doubt as to whether a
contemplated act, course of conduct, agreement, or decision, is
in compliance with, is exempt from, or is in violation of any of the
provisions of this Act, other competition laws, or implementing rules
and regulations thereof, may request the Commission, in writing,
to render a binding ruling thereon; Provided that the ruling is for a
specified period, subject to extension as may be determined by the
commission, and based on substantial evidence.
In the event of an adverse binding ruling on an act, course or
conduct, agreement, or decision, the applicant shall be provided
with a reasonable period, which in no case shall be more than
ninety (90) days, to abide by the ruling of the Commission and shall
not be subject to administrative, civil, or criminal action unless the
applicant fails to comply with the provisions of this Act;
(b) Show Cause Order.- Upon preliminary findings motu proprio
or on written complaint under oath by an interested party that any
entity is conducting its business, in whole or in part in a manner
that may not be in accord with the provisions of this Act or other
competition laws, and it finds that the issuance of a show cause
order would be in the interest of the public, the commission shall
issue and serve upon such entity or entities a written description of
its business conduct complained of, a statement of the facts, data,
and information together with a summary of the evidence thereof,
with an order requiring the said entity or entities to show cause,
within the period therein fixed, why no order shall issue requiring
such person or persons to cease and desist from continuing with its
identified business conduct, or pay the administrative fine therein
specified, or readjust its business conduct or practices;
(c) Consent Order. – At any time prior to the conclusion by the
commission of its inquiry, any entity under inquiry may, without
in any manner admitting a violation of this Act or any other
competition laws, submit to the commission a written proposal
for the entry of a consent order, specifying therein the terms and
conditions of the proposed consent order which shall include among
others the following:
(1) The payment of an amount within the range of fines
provided for under this Act;
(2) The required compliance report as well as an entity to
submit regular compliance reports;
(3) Payment of damages to any private party/parties who
may have suffered injury; and
(4) Other terms and conditions that the Commission deems
appropriate and necessary for the effective enforcement of this
Act or other Competition Laws.
Provided, That a consent order shall not bar any inquiry for
the same or similar acts if continued or repeated;
(d) Monitoring of Compliance. – The Commission shall monitor
the compliance by the entity or entities concerned, their officers, and
employees, with the final and executory binding ruling, cease and
desist order, or approval of a consent judgment. upon motion of an
interested party/parties, the commission shall issue a certification
or resolution to the effect that the entity or entities concerned have,
or have not, as the case may be, complied with a final and executory
ruling, order, or approval.
(e) Inadmissibility of Evidence in Criminal Proceedings. – The
request for a binding ruling, the show cause order, or the proposal
for consent order; the facts, data, and information therein contained
or subsequently supplied by the entity or entities concerned;
admissions, oral or written, made by them against their interest; all
other documents filed by them, including their evidence presented
in the proceedings before the Commission; and the judgment or
order rendered thereon; shall not be admissible as evidence in
any criminal proceedings arising from the same act subject of the
27
binding ruling, show cause order or consent order against such
entity or entities, their officers, employees, and agents.
SEC. 38. Contempt. – The Commission may summarily punish for

contempt by imprisonment not exceeding thirty (30) days or by a fine not
exceeding one hundred thousand pesos (P100,000.00), or both, any entity
guilty of such misconduct in the presence of the Commission in its vicinity
as to seriously interrupt any hearing, session or any proceedings before
it, including cases in which an entity willfully fails or refuses, without just
cause, to comply with a summons, subpoena or subpoena duces tecum
legally issued by the commission being present at a hearing, proceeding,
session or investigation, refused to be sworn as a witness or to answer
questions or to furnish information when lawfully required to do so.
SEC. 39. Appeals of the Decisions of the Commission. –

Decisions of the Commission shall be appealable to the Court of Appeals
in accordance with the Rules of Court. The appeal shall not stay the order,
ruling or decision sought to be reviewed, unless the Court of Appeals shall
direct otherwise upon such terms and conditions it may deem just. In the
appeal, the Commission shall be included as a party respondent to the
case.
SEC. 40. Writ of Execution. – Upon the finality of its binding ruling,
order, resolution, decision, judgment, or rule or regulation, collectively,
the Commission may issue a writ of execution to enforce its decision
and the payment of the administrative fines provided in the preceding
sections.
SEC. 41. Basic Necessities and Prime Commodities. – If the

violation involves the trade or movement of basic necessities and prime
commodities as defined by RA 7581, as amended, the fine imposed by the
Commission or the courts, as the case may be, shall be tripled.
SEC. 42. Immunity from Suit. – The Chairperson, the

Commissioners, officers, employees and agents of the Commission shall
not be subject to any action, claim or demand in connection with any act
done or omitted by them in the performance of their duties and exercise
of their powers except for those actions and omissions done in evident
bad faith or gross negligence.
SEC. 43. Indemnity. – Unless the actions of the Commission or
its Chairperson, any of its Commissioners, officers, employees and
agents are found to be in willful violation of this Act, performed with
evident bad faith or gross negligence, the Commission, its Chairperson,
Commissioners, officers, employees and agents are held free and harmless
to the fullest extent permitted by law from any liability, and they shall be
indemnified for any and all liabilities, losses, claims, demands, damages,
deficiencies, costs and expenses of whatsoever kind and nature that may
arise in connection with the exercise of their powers and performance of
their duties and functions.
The Commission shall underwrite or advance litigation costs
and expenses, including legal fees and other expenses of external
counsel, or provide legal assistance to its Chairperson, Commissioners,
officers, employees, or agents in connection with any civil, criminal,
administrative or any other action or proceeding, to which they are made
a party by reason of, or in connection with, the exercise of authority or
performance of duties and functions under this Act: Provided, That such
legal protection shall not apply to any civil, criminal, administrative,
or any action or proceeding that may be initiated by the Commission,
against such Chairperson, Commissioners, officers, employees, or
agents: Provided, further, That the Chairperson, Commissioners, officers,
employees, or agents who shall resign, retire, transfer to another agency
or be separated from the service, shall continue to be provided with
such legal protection in connection with any act done or omitted to be
done by them in good faith during their tenure or employment with
the Commission: Provided, finally, That in the event of a settlement or
compromise, indemnification shall be provided only in connection with
such matters covered by the settlement as to which the Commission is
advised by counsel that the persons to be indemnified did not commit any
negligence or misconduct.
The costs and expenses incurred in defending the aforementioned
action, suit or proceeding may be paid by the Commission in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the Chairperson, Commissioner, officer,
employee or agent to repay the amount advanced should it ultimately be
determined by the Commission that one is not entitled to be indemnified
as provided in this section.
SEC. 44. Jurisdiction of the Regional Trial Court. – The

Regional Trial Court of the city or province where the entity or any of the
entities whose business act or conduct constitutes the subject matter
of a case, conducts its principal place of business, shall have original
29
and exclusive jurisdiction, regardless of the penalties and fines herein
imposed, of all criminal and civil cases involving violations of this Act and
other competition related laws.
If the defendant or anyone is charged in the capacity of a director,
officer, shareholder, employee, or agent of a corporation or other juridical
entity who knowingly and willfully authorized the commission of the
offense charged, the Regional Trial Court of the city or province where
such corporation or juridical entity conducts its principal place of business,
shall have jurisdiction.
SEC. 45. Private Action. – Any person who suffers direct injury
by reason of any violation of this Act may institute a separate and
independent civil action after the Commission has completed the
preliminary inquiry provided under Section 31.
CHAPTER VIII
OTHER PROVISIONS
SEC. 46. Statute of Limitations. – Any action arising from

a violation of any provision of this Act shall be forever barred unless
commenced within five (5) years from:
(a) For criminal actions the time, the violation is discovered by
the offended party, the authorities, or their agents; and
(b) For administrative and civil actions, the time the cause of
action accrues.
SEC. 47. Prohibition on the Issuance of Temporary

Restraining Orders, Preliminary Injunctions and
Preliminary Mandatory Injunctions. – Except for the Court of
Appeals and the Supreme Court, no other court shall issue any temporary
restraining order, preliminary injunction or preliminary mandatory
injunction against the Commission in the exercise of its duties or
functions: Provided, That, this prohibition shall apply in all cases, disputes
or controversies instituted by a private party, including, but not limited
to, cases filed by entities or those claiming to have rights through such
entities: Provided, however, That, this prohibition shall not apply when
the matter is of extreme urgency involving a constitutional issue, such
that the non- issuance of a temporary restraining order will result in grave
injustice and irreparable injury to the public: Provided, further, That, the
applicant shall file a bond, in an amount to be fixed by the Court, but in no
case shall it exceed twenty percent (20%) of the imposable fines provided
for under Chapter VI, Section 29 of this Act: Provided, finally, That in the
event that the court finally decides that the applicant was not entitled to
the relief applied for, the bond shall accrue in favor of the Commission.
Any temporary restraining order, preliminary injunction or preliminary
mandatory injunction issued in violation of this section is void and of no
force and effect. Any judge who violates this section shall be penalized
by suspension of at least one (1) year without pay in addition to other
criminal, civil or administrative penalties.
SEC. 48. Trade Associations. – Nothing contained in this Act shall

be construed to prohibit the existence and operation of trade associations
organized to promote quality standards and safety issues: Provided, That,
these associations shall not in any way be used to justify any violation
of this Act; Provided, however, That it shall not be illegal to use the
association as a forum to discuss or promote quality standards, efficiency,
safety, security, productivity, competitiveness and other matters of
common interest involving the industry; Provided, further, That such is
done without any anti-competitive intent or effect.
SEC. 49. Congressional Oversight Committee. – To oversee

the implementation of this Act, there shall be created a Congressional
Oversight Committee on Competition (COCC) to be composed of the
Chairpersons of the Senate Committees on Trade and Commerce,
Economic Affairs, and Finance, the Chairpersons of the House of
Representatives Committees on Economic Affairs, Trade and Industry,
and Appropriations and two (2) members each from the Senate and
the House of Representatives who shall be designated by the Senate
President and the Speaker of the House of Representatives: Provided, That
one (1) of the two (2) Senators and one (1) of the two (2) House Members
shall be nominated by the respective Minority Leaders of the Senate and
the House of Representatives. The Congressional Oversight Committee
shall be jointly chaired by the Chairpersons of the Senate Committee on
Trade and Commerce and the House of Representatives Committee on
Economic Affairs. The Vice Chairperson of the Congressional Oversight
Committee shall be jointly held by the Chairpersons of the Senate
Committee on Economic Affairs and the House of Representatives
Committee on Trade and Industry.
The Secretariat of the COCC shall be drawn from the existing personnel
31
of the Senate and House of Representatives committees comprising the
Congressional Oversight Committee.
CHAPTER IX
FINAL PROVISIONS
SEC. 50. Implementing Rules and Regulations. – Within one

hundred eighty (180) days from the effectivity of this Act, the Commission,
in consultation with the DOJ-OFC and concerned sector regulators shall
promulgate the necessary implementing rules and regulations for the
implementation of this Act: Provided, That, the Commission may revise
such implementing rules and regulations as it deems necessary: Provided,
however, That such revised implementing rules and regulations shall only
take effect fifteen (15) days following its publication in two (2) newspapers
of general circulation.
SEC. 51. Appropriations and Use of Fees, Charges and

Penalties. – The initial budgetary requirements of the Commission of
Three Hundred Million Pesos (P300,000,000.00) is hereby appropriated.
All fees, fines, penalties collected by the Commission shall not be
retained by the Commission, but will be remitted to the National Treasury
and shall accrue to the general funds.
Such funds necessary for the continuous and effective operation of the
Commission shall be included in the Annual General Appropriations Act.
SEC. 52. Transparency Clause. – Final decisions, orders and

rulings of the commission shall be published on the official website
subject to Section 34 of this Act.
Records of public proceedings shall be made available to the public
subject to Section 34 of this Act.
SEC. 53. Transitional Clause. – In order to allow affected parties

time to renegotiate agreements or restructure their business to comply
with the provisions of this Act, an existing business structure, conduct,
practice or any act that may be in violation of this Act shall be subject to
the administrative, civil and criminal penalties prescribed herein only if
it is not cured or is continuing upon the expiration of two (2) years after
the effectivity of this Act: Provided, That this section shall not apply to
administrative, civil and criminal proceedings against anti-competitive
agreement or conduct, abuse of dominant position, and anti-competitive
mergers and acquisitions, initiated prior to the entry into force of this
Act: Provided, further, That during the said two (2)-year period, the
government shall undertake an advocacy program to inform the general
public of the provisions of this Act.
SEC. 54. Separability Clause. – If any clause, sentence, section

or part of this Act shall be adjudged by a court of competent jurisdiction
to be invalid, such judgment shall not affect, impair or invalidate the
remainder of this Act, but shall be confined in its operation to the clause,
sentence, paragraph, section, or part thereof directly involved in the
controversy.
SEC. 55. Repealing Clause. – The following laws, and all other
laws, decrees, executive orders and regulations, or part or parts thereof
inconsistent with any provision of this Act, are hereby repealed, amended
or otherwise modified accordingly:
(a) Article 186 of Act No. 3815, otherwise known as the Revised
Penal Code: Provided, that violations of Article 186 of the Revised
Penal Code committed before the effectivity of this Act may
continue to be prosecuted unless the same have been barred by
prescription, and subject to the procedure under Section 31 of this
Act;
(b) Section 4 of Commonwealth Act No. 138;
(c) Section 43(u) on Functions of the ERC of Republic Act No.
9136, entitled “An Act Ordaining Reforms in the Electric Power
Industry, Amending for the Purpose Certain Laws and for Other
Purposes”, otherwise known as the “Electric Power Industry Reform
Act of 2001”, insofar as the provision thereof is inconsistent with this
Act;
(d) Section 24 on Illegal Acts of Price Manipulation and Section
25 on Penalty for Illegal Acts of Price Manipulation of Republic
Act No. 9502, entitled “An Act Providing for Cheaper and Quality
Medicines, Amending for the Purpose Republic Act No. 8293 or the
Intellectual Property Code, Republic Act No. 6675 or the Generics
Act of 1988, and Republic Act No. 5921 or the Pharmacy Law, and
for Other Purposes”, otherwise known as the “Universally Accessible
Cheaper and Quality Medicines Act of 2008”, insofar as the
33
provisions thereof are inconsistent with this Act; and
(e) Executive Order No. 45, Series of 2011, Designating the
Department of Justice as the Competition Authority, Department
of Justice Circular 005 Series of 2015, and other related issuances,
insofar as they are inconsistent with the provisions of this Act.
SEC. 56. Effectivity Clause. – This Act shall take effect fifteen
(15) days following its publication in the Official Gazette or at least two
(2) national newspapers of general circulation. Notwithstanding any
provision herein, this Act shall have no retroactive effect.
IMPLEMENTING RULES
AND REGULATIONS
35
RULES AND REGULATIONS TO
IMPLEMENT THE PROVISIONS OF
REPUBLIC ACT NO. 10667
To effectively carry out the provisions of Republic Act No. 10667, or the
Philippine Competition Act (Act), the Philippine Competition Commission,
pursuant to the powers vested in it under said Act, hereby issues, adopts
and promulgates the following rules and regulations. The Commission
may revise and supplement these rules and regulations and issue related
guidelines, circulars and other subsidiary issuances as it deems necessary
for the effective implementation of the various provisions of this Act.
RULE 1.
TITLE AND SCOPE
SECTION 1. Title.
These rules and regulations shall be referred to as the “Implementing
Rules and Regulations of Republic Act No. 10667” (Rules).
SECTION 2. Scope.
(a) These Rules shall apply to any entity engaged in trade, industry
or commerce in the Republic of the Philippines or in international
trade, industry or commerce having direct, substantial and
reasonably foreseeable effects in the Philippines, including those
that result from acts done outside the territory of the Philippines.
(b) These Rules shall not apply to the combinations or activities of

workers or employees nor to agreements or arrangements with
their employers when such combinations, activities, agreements, or
arrangements are designed solely to facilitate collective bargaining
in respect of conditions of employment.
RULE 2.
DEFINITION OF TERMS
The following definition of terms shall apply for purposes of these Rules:
(a) “Acquisition” refers to the purchase or transfer of securities

or assets, through contract or other means, for the purpose of
obtaining control by:
(1) One (1) entity of the whole or part of another;

(2) Two (2) or more entities over another; or
(3) One (1) or more entities over one (1) or more entities;
(b) “Agreement” refers to any type or form of contract, arrangement,

understanding, collective recommendation, or concerted action,
whether formal or informal, explicit or tacit, written, or oral;
(c) “Conduct” refers to any type or form of undertaking, collective

recommendation, independent or concerted action or practice,
whether formal or informal;
(d) “Commission” refers to the Philippine Competition Commission

created under the Act;
(e) “Confidential business information” refers to information, which

concerns or relates to the operations, production, sales, shipments,
purchases, transfers, identification of customers, inventories, or
amount or source of any income, profits, losses, expenditures, which
are not generally known to the public or to other persons who
can obtain economic value from its disclosure or use, or is liable to
cause serious harm to the person who provided it, or from whom it
originates, and is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy;
(f) “Control” refers to the ability to substantially influence or direct
37
otherwise;
(g) “Dominant position” refers to a position of economic strength

that an entity or entities hold which makes it capable of controlling
the relevant market independently from any or a combination of the
following: competitors, customers, suppliers, or consumers;
(h) “Entity” refers to any person, natural or juridical, sole

proprietorship, partnership, combination or association in any
form, whether incorporated or not, domestic or foreign, including
those owned or controlled by the government, engaged directly or
indirectly in any economic activity;
(i) “Joint venture” refers to a business arrangement whereby an

entity or group of entities contribute capital, services, assets,
or a combination of any or all of the foregoing, to undertake an
investment activity or a specific project, where each entity shall have
the right to direct and govern the policies in connection therewith,
with the intention to share both profits and risks and losses subject
to agreement by the entities;
(j) “Market” refers to the group of goods or services that are

sufficiently interchangeable or substitutable and the object of
competition, and the geographic area where said goods or services
are offered;
(k) “Merger” refers to the joining of two (2) or more entities into an
existing entity or to form a new entity, including joint ventures;
(l) “Relevant market” refers to the market in which a particular good

or service is sold and which is a combination of the relevant product
market and the relevant geographic market, defined as follows:
(1) a relevant product market comprises all those goods and/or

services which are regarded as interchangeable or substitutable
by the consumer or the customer, by reason of the goods and/or
services’ characteristics, their prices, and their intended use; and
(2) the relevant geographic market comprises the area in which
the entity concerned is involved in the supply and demand of
goods and services, in which the conditions of competition are
sufficiently homogenous and which can be distinguished from
neighboring areas because the conditions of competition are
different in those area;
(m) “Ultimate parent entity” is the juridical entity that, directly or

indirectly, controls a party to the transaction, and is not controlled
by any other entity.
RULE 3.
PROHIBITED ACTS
SECTION 1. Anti-Competitive Agreements.

(a) The following agreements, between or among competitors, are
per se prohibited:
(1) Restricting competition as to price, or components thereof,
or other terms of trade;
(2) Fixing the price at an auction or in any form of bidding,
including cover bidding, bid suppression, bid rotation and
market allocation, and other analogous practices of bid
manipulation.
(b) The following agreements, between or among competitors,
which have the object or effect of substantially preventing,
restricting, or lessening competition shall be prohibited:
(1) Setting, limiting, or controlling production, markets,
technical development, or investment;
(2) Dividing or sharing the market, whether by volume of sales
or purchases, territory, type of goods or services, buyers or
sellers, or any other means.
(c) Agreements other than those specified in (a) and (b) of this
Section, which have the object or effect of substantially preventing,
restricting, or lessening competition shall also be prohibited.
Provided, that those which contribute to improving the production
or distribution of goods and services or to promoting technical or
39
economic progress, while allowing consumers a fair share of the
resulting benefits, may not necessarily be deemed a violation of the
Act.
(d) For purposes of this Section, entities that control, are controlled
by, or are under common control with another entity or entities,
have common economic interests, and are not otherwise able to
decide or act independently of each other, shall not be considered
competitors.
SECTION 2. Abuse of Dominant Position.

(a) It shall be prohibited for one or more entities to abuse their
dominant position by engaging in conduct that would substantially
prevent, restrict, or lessen competition, including:
(1) Selling goods or services below cost with the object of
driving competition out of the relevant market. Provided, that
in the Commission’s evaluation of this fact, it shall consider
whether such entity or entities had no such object and that the
price established was in good faith to meet or compete with the
lower price of a competitor in the same market selling the same
or comparable product or service of like quality.
(2) Imposing barriers to entry or committing acts that prevent
competitors from growing within the market in an anti-
competitive manner, except those that develop in the market as
a result of or arising from a superior product or process, business
acumen, or legal rights or laws;
(3) Making a transaction subject to acceptance by the other
parties of other obligations which, by their nature or according
to commercial usage, have no connection with the transaction;
(4) Setting prices or other terms or conditions that discriminate
unreasonably between customers or sellers of the same
goods or services, where such customers or sellers are
contemporaneously trading on similar terms and conditions,
where the effect may be to lessen competition substantially;
Provided, that the following shall be considered permissible
price differentials:
i. Socialized pricing for the less fortunate sector of the
economy;
ii. Price differentials which reasonably or approximately
reflect differences in the cost of manufacture, sale, or
delivery resulting from differing methods, technical
conditions, or quantities in which the goods or services are
sold or delivered to the buyers or sellers;
iii. Price differential or terms of sale offered in response to
the competitive price of payments, services, or changes in
the facilities furnished by a competitor; and
iv. Price changes in response to changing market
conditions, marketability of goods or services, or volume.
(5) Imposing restrictions on the lease or contract for sale or
trade of goods or services concerning where, to whom, or in
what forms goods or services may be sold or traded, such as:
i. fixing prices, or
ii. giving preferential discounts or rebate upon such price,
or
iii. imposing conditions not to deal with competing entities,
where the object or effect of the restrictions is to prevent,
restrict or lessen competition substantially: Provided,
that nothing contained in the Act shall prohibit or render
unlawful:
1) Permissible franchising, licensing, exclusive
merchandising, or exclusive distributorship agreements,
such as those which give each party the right to
unilaterally terminate the agreement, unless found by
the Commission to have substantial anti-competitive
effect;
2) Agreements protecting intellectual property rights,
confidential information, or trade secrets;
(6) Making supply of particular goods or services dependent
upon the purchase of other goods or services from the supplier
which have no direct connection with the main goods or
services to be supplied;
(7) Directly or indirectly imposing unfairly low purchase prices
for the goods or services of, among others, marginalized
agricultural producers, fisherfolk, micro-, small-, medium-scaled
enterprises, and other marginalized service providers and
producers;
(8) Directly or indirectly imposing unfair purchase or selling
price on their competitors, customers, suppliers, or consumers,
Provided that prices that develop in the market as a result of or
41
due to a superior product or process, business acumen or legal
rights or laws shall not be considered unfair prices; and
(9) Limiting production, markets, or technical development
to the prejudice of consumers, Provided, that limitations that
develop in the market as a result of or due to a superior product
or process, business acumen, or legal rights or laws shall not be
a violation of this Act.
(b) Nothing in the Act or these Rules shall be construed or
interpreted as a prohibition on having a dominant position in a
relevant market, or on acquiring, maintaining, and increasing market
share through legitimate means that do not substantially prevent,
restrict, or lessen competition.
(c) Any conduct which contributes to improving production or
distribution of goods or services within the relevant market, or
promoting technical and economic progress, while allowing
consumers a fair share of the resulting benefit may not necessarily
be considered an abuse of dominant position. (d) The foregoing
shall not constrain the Commission or the relevant regulator from
pursuing measures that would promote fair competition or more
competition as provided in the Act.
SECTION 3. Determination of exceptions.

In Section 2, par. (a) (2), (8) and (9), the concerned entity or entities
invoking the exception shall clearly establish to the Commission’s
satisfaction, that the barrier to entry or anti-competitive act is an
indispensable and natural result of the superior product or process,
business acumen, or legal rights or laws.
RULE 4.
MERGERS AND ACQUISITIONS
SECTION 1. Review of mergers and acquisitions.

The Commission, motu proprio or upon notification as provided under
these Rules, shall have the power to review mergers and acquisitions
having a direct, substantial and reasonably foreseeable effect on trade,
industry, or commerce in the Philippines, based on factors deemed
relevant by the Commission.
(a) In conducting this review, the Commission shall:
(1) Assess whether a proposed merger or acquisition is likely
to substantially prevent, restrict, or lessen competition in the
relevant market or in the market for goods and services as may
be determined by the Commission; and
(2) Take into account any substantiated efficiencies put forward
by the parties to the proposed merger or acquisition, which are
likely to arise from the transaction.
(b) In evaluating the competitive effects of a merger or acquisition,
the Commission shall endeavor to compare the competitive
conditions that would likely result from the merger or acquisition
with the conditions that would likely have prevailed without the
merger or acquisition.
(c) In its evaluation, the Commission may consider, on a case-to-case
basis, the broad range of possible factual contexts and the specific
competitive effects that may arise in different transactions, such as:
(1) the structure of the relevant markets concerned;
(2) the market position of the entities concerned;
(3) the actual or potential competition from entities within or
outside of the relevant market;
(4) the alternatives available to suppliers and users, and their
access to supplies or markets;
(5) any legal or other barriers to entry.
SECTION 2. Notifying entities.

(a) Parties to a merger or acquisition that satisfy the thresholds
in Section 3 of this Rule are required to notify the Commission
before the execution of the definitive agreements relating to the
transaction.
(b) If notice to the Commission is required for a merger or
acquisition, then all acquiring and acquired pre-acquisition ultimate
parent entities or any entity authorized by the ultimate parent entity
to file notification on its behalf must each submit a Notification Form
(the “Form”) and comply with the procedure set forth in Section 5 of
this Rule. The parties shall not consummate the transaction before
the expiration of the relevant periods provided in this Rule.
(c) In the formation of a joint venture (other than in connection
with a merger or consolidation), the contributing entities shall be
deemed acquiring entities, and the joint venture shall be deemed
43
the acquired entity.
SECTION 3. Thresholds for compulsory notification.

Parties to a merger or acquisition are required to provide notification
when:
(a) The aggregate annual gross revenues in, into or from the
Philippines, or value of the assets in the Philippines of the
ultimate parent entity of at least one of the acquiring or acquired
entities, including that of all entities that the ultimate parent
entity controls, directly or indirectly, exceeds One Billion Pesos
(PhP1,000,000,000.00).
and
(b) The value of the transaction exceeds One Billion Pesos

(PhP1,000,000,000.00), as determined in subsections (1), (2), (3) or
(4), as the case may be.
(1) With respect to a proposed merger or acquisition of assets in

the Philippines if either
i. the aggregate value of the assets in the Philippines being

acquired in the proposed transaction exceeds One Billion
Pesos (PhP1,000,000,000.00); or
ii. the gross revenues generated in the Philippines by
assets acquired in the Philippines exceed One Billion Pesos
(PhP1,000,000,000.00).
(2) With respect to a proposed merger or acquisition of assets

outside the Philippines, if
i. the aggregate value of the assets in the Philippines

of the acquiring entity exceeds One Billion Pesos
(PhP1,000,000,000.00); and
ii. the gross revenues generated in or into the Philippines by
those assets acquired outside the Philippines exceed One
Billion Pesos (PhP1,000,000,000.00).
(3) With respect to a proposed merger or acquisition of assets

inside and outside the Philippines, if
i. the aggregate value of the assets in the Philippines

of the acquiring entity exceeds One Billion Pesos
(PhP1,000,000,000.00); and
ii. the aggregate gross revenues generated in or into the
Philippines by assets acquired in the Philippines and any
assets acquired outside the Philippines collectively exceed
One Billion Pesos (PhP1,000,000,000.00).
(4) With respect to a proposed acquisition of (i) voting shares of

a corporation or of (ii) an interest in a non-corporate entity
i. If the aggregate value of the assets in the Philippines

that are owned by the corporation or non-corporate entity
or by entities it controls, other than assets that are shares
of any of those corporations, exceed One Billion Pesos
(PhP1,000,000,000.00); or
ii. The gross revenues from sales in, into, or from the
Philippines of the corporation or non-corporate entity or
by entities it controls, other than assets that are shares
of any of those corporations, exceed One Billion Pesos
(PhP1,000,000,000.00);
and
iii. If
A. as a result of the proposed acquisition of the voting
shares of a corporation, the entity or entities acquiring
45
the shares, together with their affiliates, would own
voting shares of the corporation that, in the aggregate,
carry more than the following percentages of the votes
attached to all the corporation’s outstanding voting
shares:
I. Thirty-five percent (35%), or
II. Fifty percent (50%), if the entity or entities already
own more than the percentage set out in subsection
I above, as the case may be, before the proposed
acquisition;
or
B. as a result of the proposed acquisition of an interest

in a non-corporate entity, the entity or entities acquiring
the interest, together with their affiliates, would hold
an aggregate interest in the non-corporate entity that
entitles the entity or entities to receive more than the
following percentages of the profits of the noncorporate
entity or assets of that non-corporate entity on its
dissolution:
I. Thirty-five percent (35%), or

II. Fifty percent (50%), if the entity or entities
acquiring the interest are already entitled to receive
more than the percentage set out in subsection I
immediately above before the proposed acquisition.
(c) Where an entity has already exceeded the 35% threshold for an
acquisition of voting shares, or the 35% threshold for an acquisition
of an interest in a non-corporate entity, another notification will be
required if the same entity will exceed 50% threshold after making
a further acquisition of either voting shares or an interest in a non-
corporate entity.
(d) In a notifiable joint venture transaction, an acquiring entity shall

be subject to the notification requirements if either (i) the aggregate
value of the assets that will be combined in the Philippines or
contributed into the proposed joint venture exceeds One Billion
Pesos (PhP1,000,000,000.00) or (ii) the gross revenues generated
in the Philippines by assets to be combined in the Philippines or
contributed into the proposed joint venture exceed One Billion
Pesos (PhP1,000,000,000.00). In determining the assets of the joint
venture, the following shall be included:
1) All assets which any entity contributing to the formation
of the joint venture has agreed to transfer, or for which
agreements have been secured for the joint venture to obtain
at any time, whether or not such entity is subject to the
requirements of the act; and
2) Any amount of credit or any obligations of the joint venture
which any entity contributing to the formation has agreed to
extend or guarantee, at any time.
(e) A merger or acquisition consisting of successive transactions, or

acquisition of parts of one or more entities, which shall take place
within a one-year period between the same parties, or any entity
they control or are controlled by or are under common control
with another entity or entities, shall be treated as one transaction.
If a binding preliminary agreement provides for such successive
transactions or acquisition of parts, the entities shall provide
notification on the basis of such preliminary agreement. If there is
no binding preliminary agreement, notification shall be made when
the parties execute the agreement relating to the last transaction
which, when taken together with the preceding transactions,
satisfies the thresholds under this Section.
(f) For purposes of calculating notification thresholds:

(1) The aggregate value of assets in the Philippines shall be as
stated on the last regularly prepared balance sheet or the most
recent audited financial statements in which those assets are
accounted for.
(2) The gross revenues from sales of an entity shall be the
amount stated on the last regularly prepared annual statement
of income and expense of that entity.
(g) A transaction that meets the thresholds and does not comply
with the notification requirements and waiting periods set out in
47
Section 5 shall be considered void and will subject the parties to an
administrative fine of one percent (1%) to five percent (5%) of the
value of the transaction.
(h) In the case of a merger or acquisition of banks, banking

institutions, building and loan associations, trust companies,
insurance companies, public utilities, educational institutions, and
other special corporations governed by special laws, a favorable or
no-objection ruling by the Commission shall not be construed as
dispensing with the requirement for a favorable recommendation
by the appropriate government agency under Section 79 of the
Corporation Code of the Philippines.
(i) A favorable recommendation by a governmental agency with a

competition mandate shall give rise to a disputable presumption
that the proposed merger or acquisition is not violative of the Act or
these Rules, Provided, that the recommendation must arise directly
from the exercise of the agency’s mandate to determine any anti-
competitive effect of the proposed merger or acquisition.
SECTION 4. Consultations preceding the submission of

notification.
(a) Prior to filing a notification pursuant to this Rule, parties to a

proposed merger or acquisition that are required to notify may
inform the Commission of their proposed merger or acquisition
and request a pre-notification consultation with the staff of the
Commission.
To request a meeting, the parties must provide the following

information in writing:
(1) the names and business contact information of the entities

concerned;
(2) the type of transaction; and
(3) the markets covered or lines of businesses by the proposed
merger or acquisition.

(b) During such pre-notification consultations, the parties may seek
nonbinding advice on the specific information that is required to be
in the notification.
SECTION 5. Procedure for notification and review.
(a) Each party to a merger or acquisition required to give notification

to the Commission shall submit the Notification Form and pay
such applicable fees as may be determined by the Commission. An
electronic copy of the Form and a scanned copy of the certification
referred to in subparagraph (b) of this Section, contained in a
secure electronic storage device, shall likewise be submitted to the
Commission, simultaneous with the filing of the aforementioned
hard copy.
(b) The Form must be signed by a general partner of a partnership,

an officer or director of a corporation, or in the case of a natural
person, the natural person or his/her legal representative, and
certified that the contents of the Form are true and accurate of their
own personal knowledge and/or based on authentic records. In
all cases, the certifying individual must possess actual authority to
make the certification on behalf of the entity filing the notification.
(c) The parties may notify, on the basis of a binding preliminary

agreement in any form, such as a memorandum of agreement, term
sheet, or letter of intent. Each of the acquired and acquiring entities
must submit an affidavit with their Forms, attesting to the fact that
a binding preliminary agreement has been executed and that each
party has an intention of completing the proposed transaction in
good faith.
(d) Both the certification and the affidavit must be notarized or

otherwise authenticated.
(e) Except as described below, the waiting period begins after all
notifying entities have filed their respective Forms, together with the
corresponding certifications and affidavits, and have been notified
49
by the Commission that the Forms are complete.
(1) In voting securities acquisitions, such as tender offers, third

party and open market transactions, in which the acquiring
entity proposes to buy voting securities from shareholders of
the acquired entity, rather than from the entity itself:
i. the acquiring entity is required to serve notice on the

issuer of those shares to ensure the acquired entity is aware
of its reporting obligation;
ii. only the acquiring entity must submit an affidavit. The
acquiring entity must state in the affidavit that it has an
intention of completing the proposed transaction in good
faith, and that it has served notice on the acquired entity as
to its potential reporting obligations (and in tender offers,
the acquiring entity also must affirm that the intention to
make the tender offer has been publicly announced); and
iii. the waiting period begins after the acquiring entity files a
complete Form.
(f) Upon submission of the Form, the Commission shall determine

within fifteen (15) days whether the Form and other relevant
requirements have been completed in accordance with applicable
rules or guidelines, and shall inform the parties of other information
and/or documents it may have failed to supply, or issue a notice
to the parties that the notification is sufficient for purposes of
commencing Phase I review of the merger or acquisition.
(g) The waiting period under this Section shall commence only upon
the Commission’s determination that the notification has been
completed in accordance with applicable rules and guidelines.
(h) Within thirty (30) days from commencing Phase I review, the
Commission shall, if necessary, inform the parties of the need for
a more comprehensive and detailed analysis of the merger or
acquisition under a Phase II review, and request other information
and/or documents that are relevant to its review.
(i) The issuance of the request under the immediately preceding
paragraph has the effect of extending the period within which the
agreement may not be consummated for an additional sixty (60)
days. The additional sixty (60) day period shall begin on the day
after the request for information is received by the parties; Provided,
that, in no case shall the total period for review by the Commission
of the subject agreement exceed ninety (90) days from the time the
initial notification by the parties is deemed complete as provided
under paragraph (f) of this Section; Provided further, that should
the parties fail to provide the requested information within fifteen
(15) days from receipt of the said request, the notification shall
be deemed expired and the parties must refile their notification.
Alternatively, should the parties wish to submit the requested
information beyond the fifteen (15) day period, the parties may
request for an extension of time within which to comply with the
request for additional information, in which case, the period for
review shall be correspondingly extended.
(j) Parties to a proposed transaction under review shall inform the

Commission of any substantial modifications to the transaction.
On the basis of the information provided, the Commission shall
determine if a new notification is required.
(k) Where notification of a transaction is not required, then the

periods provided above for the Commission to conclude its review
shall not apply.
(l) The Commission, in its discretion, may terminate a waiting period

prior to its expiration.
(m) When either waiting period set out ends on a Saturday, Sunday
or holiday, the waiting period is extended until the next business
day.
(n) When the above periods have expired and no decision has been
promulgated for whatever reason, the merger or acquisition shall
be deemed approved and the parties may proceed to implement or
consummate it.
51
(o) All notices, documents, and information provided to or
emanating from the Commission under Sections 4 and 5 of this Rule
shall be subject to the confidentiality rule under Section 34 of the
Act and Section 13 of this Rule, except for the purpose of enforcing
the Act or these Rules, or when the release of information contained
therein is with the consent of the notifying entity or is mandatorily
required to be disclosed by law or by a valid order of a court of
competent jurisdiction, or of a government or regulatory agency,
including an exchange.
SECTION 6. Effect of notification.

If within the relevant periods stipulated in the preceding section,
the Commission determines that the merger or acquisition agreement is
prohibited under Section 20 of the Act and Section 9 of this Rule, and does
not qualify for exemption under Section 21 of the Act and Section 10 of
this Rule, the Commission may:
(a) Prohibit the implementation of the agreement;

(b) Prohibit the implementation of the agreement unless and until it
is modified by changes specified by the Commission; or
(c) Prohibit the implementation of the agreement unless and
until the pertinent party or parties enter into legally enforceable
agreements specified by the Commission.
SECTION 7. Publication of notification summary.

(a) When additional information or documents requested by the
Commission for the purpose of a Phase II review of a notified merger
or acquisition has been submitted by the parties, the Commission
shall publish on its website the following information related to the
notification on the basis of the Form submitted by the parties:
(1) the name of the involved entities;
(2) the type of the transaction;
(3) the markets covered or lines of businesses by the proposed
merger or acquisition; and
(4) the date when the complete notification was received.
(b) When publishing this information, the Commission shall take
into account the legitimate interest of the entities regarding the
protection of their trade secrets and other confidential information.
SECTION 8. Modifications to thresholds on compulsory

notification.
The Commission shall publish, from time to time, regulations
adopting, modifying, rescinding or otherwise changing:
(a) The transaction value threshold and such other criteria subject to
compulsory notification;
(b) The information that must be supplied for notified mergers or
acquisitions;
(c) Exceptions or exemptions from the notification requirement; and
(d) Other rules relating to the notification procedures.
SECTION 9. Prohibited mergers and acquisitions.

Merger or acquisition agreements that substantially prevent, restrict,
or lessen competition in the Philippines in the relevant market or in the
market for goods or services, as may be determined by the Commission,
shall be prohibited.
SECTION 10. Exemptions from prohibited mergers and

acquisitions.
Merger or acquisition agreements prohibited under Section 20 of
the Act and Section 9 of this Rule may, nonetheless, be exempt from
prohibition by the Commission when the parties establish either of the
following:
(a) The concentration has brought about or is likely to bring about

gains in efficiencies that are greater than the effects of any limitation
on competition that result or are likely to result from the merger or
acquisition agreement; or
(b) A party to the merger or acquisition agreement is faced with

actual or imminent financial failure, and the agreement represents
the least anti-competitive arrangement among the known
53
alternative uses for the failing entity’s assets.
Provided, that an entity shall not be prohibited from continuing

to own and hold the stock or other share capital or assets of another
corporation, which it acquired prior to the approval of the Act, or from
acquiring or maintaining its market share in a relevant market through
such means without violating the provisions of the Act and these Rules;
Provided, further, that the acquisition of the stock or other share

capital of one or more corporations solely for investment and not used for
voting or exercising control and not to otherwise bring about, or attempt
to bring about the prevention, restriction or lessening of competition in
the relevant market shall not be prohibited.
SECTION 11. Burden of proof.

The burden of proof under Section 10 of this Rule lies with the
parties seeking the exemption. A party seeking to rely on the exemption
specified in Section 21(a) of the Act or Section 10(a) of this Rule must
demonstrate that if the agreement were not implemented, significant
efficiency gains would not be realized.
SECTION 12. Finality of rulings on mergers and

acquisitions.
Merger or acquisition agreements that have received a favorable
ruling from the Commission, except when such ruling was obtained on
the basis of fraud or false material information, may not be challenged
under the Act or these Rules.
SECTION 13. Treatment of confidential information.

(a) Information, including documents, shall not be communicated
or made accessible by the Commission, insofar as it contains trade
secrets or other confidential information, the disclosure of which is
not considered necessary by the Commission for the purpose of the
review.
(b) Any entity or party that supplies information, including
documents, to the Commission, shall clearly identify any material
that it considers to be confidential, provide a justification for the
request of confidential treatment of the information supplied and
the time period within which confidentiality is requested, and
provide a separate non-confidential version by the date set by the
Commission.
(c) The Commission may require the parties to the merger or
acquisition and other interested parties to identify any part of a
decision or case summary adopted by the Commission, if any, which
in their view contains trade secrets or other confidential information.
Where trade secrets or other confidential information are identified,
the parties to the merger or acquisition and other interested parties
shall provide a justification for the request of confidential treatment
and provide a separate non-confidential version by the date set by
the Commission.
(d) Whenever the Commission, pursuant to Section 13(c) of this Rule,
deems that the justification for confidential treatment provided
by the party is insufficient or not grounded, it shall inform the
interested party of its decision to make the information accessible.
e) If a merger or acquisition is under review in multiple jurisdictions,
parties to the transaction may waive the confidentiality protections
contained in this Rule, so as to allow the Commission to exchange
otherwise protected information with competition authorities in
other countries.
RULE 5.
DETERMINATION OF THE RELEVANT MARKET
SECTION 1. For purposes of determining the relevant market, the

following factors, among others, affecting the substitutability among
goods or services constituting such market, and the geographic area
delineating the boundaries of the market shall be considered:
(a) The possibilities of substituting the goods or services in

question with others of domestic or foreign origin, considering
the technological possibilities, the extent to which substitutes are
available to consumers and the time required for such substitution;
(b) The cost of distribution of the good or service, its raw materials,
its supplements and substitutes from other areas and abroad,
considering freight, insurance, import duties, and non-tariff
restrictions; the restrictions imposed by economic agents or by their
55
associations; and the time required to supply the market from those
areas;
(c) The cost and probability of users or consumers seeking other

markets; and
(d) National, local or international restrictions which limit the access

by users or consumers to alternate sources of supply or the access of
suppliers to alternate consumers.
RULE 6.
DETERMINATION OF CONTROL
SECTION 1. What constitutes control of an entity.

Control refers to the ability to substantially influence or direct
otherwise.
In determining the control of an entity, the Commission may consider

the following:
(a) Control is presumed to exist when the parent owns directly or

indirectly, through subsidiaries, more than one half (1/2) of the
voting power of an entity, unless in exceptional circumstances, it can
clearly be demonstrated that such ownership does not constitute
control.
(b) Control also exists even when an entity owns one half (1/2) or less
of the voting power of another entity when:
(1) There is power over more than one half (1/2) of the voting
rights by virtue of an agreement with investors;
(2) There is power to direct or govern the financial and
operating policies of the entity under a statute or agreement;
(3) There is power to appoint or remove the majority of the
members of the board of directors or equivalent governing
body;
(4) There is power to cast the majority votes at meetings of the
board of directors or equivalent governing body;
(5) There exists ownership over or the right to use all or a
significant part of the assets of the entity; or
(6) There exist rights or contracts which confer decisive
influence on the decisions of the entity.
RULE 7.
DETERMINATION OF ANTI-COMPETITIVE AGREEMENT OR
CONDUCT
SECTION 1. Determination of an anti-competitive

agreement or conduct.
In determining whether an anti-competitive agreement or conduct
substantially prevents, restricts, or lessens competition, the Commission,
in appropriate cases, shall, inter alia:
(a) Define the relevant market allegedly affected by the anti-

competitive agreement or conduct, following the principles laid out
in Section 24 of the Act and Rule 5 of these Rules;
(b) Determine if there is actual or potential adverse impact on

competition in the relevant market caused by the alleged agreement
or conduct, and if such impact is substantial and outweighs the
actual or potential efficiency gains that result from the agreement or
conduct;
(c) Adopt a broad and forward-looking perspective, recognizing

future market developments, any overriding need to make the
goods or services available to consumers, the requirements of large
investments in infrastructure, the requirements of law, and the
need of our economy to respond to international competition, but
also taking account of past behavior of the parties involved and
prevailing market conditions;
(d) Balance the need to ensure that competition is not prevented
57
or substantially restricted and the risk that competition efficiency,
productivity, innovation, or development of priority areas or
industries in the general interest of the country may be deterred by
overzealous or undue intervention; and
(e) Assess the totality of evidence on whether it is more likely than

not that the entity has engaged in anti-competitive agreement
or conduct, including whether the entity’s conduct was done
with a reasonable commercial purpose, such as but not limited
to, phasing out of a product or closure of a business, or as a
reasonable commercial response to the market entry or conduct of a
competitor.
RULE 8.
DETERMINATION OF DOMINANCE
SECTION 1. Existence of dominance.

Dominance can exist on the part of one entity (single dominance) or of
two or more entities (collective dominance).
SECTION 2. Assessment of dominance.

In determining whether an entity has a market dominant position for
purposes of this Act and these Rules, the Commission shall consider the
following illustrative and non-exhaustive criteria, as may be appropriate:
(a) The share of the entity in the relevant market and the ability of
the entity to fix prices unilaterally or to restrict supply in the relevant
market;
(b) The share of other market participants in the relevant market;
(c) The existence of barriers to entry and the elements which
could foreseeably alter both the said barriers and the supply from
competitors;
(d) The existence and power of its competitors;
(e) The credible threat of future expansion by its actual competitors
or entry by potential competitors (expansion and entry);
(f) Market exit of actual competitors;
(g) The bargaining strength of its customers (countervailing power);
(h) The possibility of access by its competitors or other entities to its
sources of inputs;
(i) The power of its customers to switch to other goods or services;
(j) Its recent conduct;
(k) Its ownership, possession or control of infrastructure which are
not easily duplicated;
(l) Its technological advantages or superiority, compared to other
competitors;
(m) Its easy or privileged access to capital markets or financial
resources;
(n) Its economies of scale and of scope;
(o) Its vertical integration; and
(p) The existence of a highly developed distribution and sales
network.
SECTION 3. Presumption of dominance.

There shall be a rebuttable presumption of market dominant position
if the market share of an entity in the relevant market is at least fifty
percent (50%), unless a new market share threshold is determined by the
Commission for that particular sector.

SECTION 4. Setting the thresholds for dominance.
The Commission shall, from time to time, determine and publish
the threshold for dominant position or the minimum level of share in
the relevant market that could give rise to a presumption of dominant
position. In such a determination, the Commission would consider:
(a) The structure of the relevant market;

(b) The degree of integration;
(c) Access to end-users;
(d) Technology and financial resources; and
59
(e) Other factors affecting the control of a market, as provided in
Section 2 of this Rule.
SECTION 5. Exceptions. The Commission shall not consider the

acquisition, maintenance and increase of market share through legitimate
means that does not substantially prevent, restrict, or lessen competition
in the market, such as but not limited to, having superior skills, rendering
superior service, producing or distributing quality products, having
business acumen, and enjoying the use of protected intellectual property
rights as violative of the Act and these Rules, Provided, that the concerned
entity or entities invoking the exception shall clearly establish to the
Commission’s satisfaction, that the barrier to entry or anti-competitive act
is an indispensable and natural result of the superior product or process,
business acumen, or legal rights or laws.
RULE 9.
FORBEARANCE
SECTION 1. Forbearance of the Commission.

The Commission, motu proprio or upon application, prior to its
initiation of an inquiry, may forbear from applying the provisions of the
Act or these Rules, for a limited time, in whole or in part, in all or specific
cases, on an entity or group of entities, if in its determination:
(a) Enforcement is not necessary to the attainment of the policy

objectives of this Act;
(b) Forbearance will neither impede competition in the market
where the entity or group of entities seeking exemption operates
nor in related markets;
(c) Forbearance is consistent with public interest and the benefit and
welfare of the consumers; and
(d) Forbearance is justified in economic terms;
Provided, that forbearance will be granted for a maximum period of one

year. Any extension to the period will have to be expressly approved by
the Commission. Any extension of the duration of an exemption shall not
be longer than one year.
SECTION 2. Public hearing.
(a) A public hearing shall be held to assist the Commission in making

its determination under Section 1 of this Rule.
(b) The Commission’s order exempting the relevant entity, or group

of entities under this Rule shall be made public. Conditions may be
attached to the forbearance if the Commission deems it appropriate
to ensure the long-term interests of consumers.
(c) In the event that the basis for the issuance of the exemption order
ceases to be valid, the order may be withdrawn by the Commission.
61
RULE 10.
FINAL PROVISIONS
SECTION 1. Revisions of these Rules.

The Commission may revise these Rules whenever it deems necessary
and after due consultation with affected stakeholders.
SECTION 2. Separability clause.

Should any provision herein be subsequently declared
unconstitutional, the same shall not affect the validity or legality of the
other provisions.
SECTION 3. Effectivity.
These Rules shall take effect fifteen (15) days after the date of its
publication in at least two (2) newspapers of general circulation.
Approved, this 31st day of May 2016.
63

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THE PHILIPPINE COMPETITION ACT

(Republic Act No. 10667)

SECTION 1. Short Title. – This Act shall be known as the “Philippine

SEC. 2. Declaration of Policy. – The efficiency of market

SEC. 3. Scope and Application. – This Act shall be enforceable

SEC. 4. Definition of Terms. – As used in this Act:

SEC. 5. Philippine Competition Commission. – To implement

SEC. 6. Composition of the Commission. – The Commission

SEC. 7. Term of Office. – The term of office of the Chairperson and

SEC. 8. Prohibitions and Disqualifications. – The

SEC. 9. Compensation and Other Emoluments for

SEC. 10. Quorum. – Three (3) members of the Commission shall

SEC. 12. Powers and Functions. – The Commission shall

SEC. 13. Office for Competition (OFC), Powers and

SEC. 14. Anti-Competitive Agreements. –

SEC. 15. Abuse of Dominant Position. – It shall be prohibited

SEC. 16. Review of Mergers and Acquisitions. – The

SEC. 17. Compulsory Notification. – Parties to the merger or

SEC. 18. Effect of Notification. – If within the relevant periods

SEC. 19. Notification Threshold. – The Commission shall, from

SEC. 20. Prohibited Mergers and Acquisitions. – Merger

SEC. 21. Exemptions from Prohibited Mergers and

SEC. 22. Burden of Proof. – The burden of proof under Section 21

SEC. 23. Finality of Rulings on Mergers and Acquisitions.

SEC. 24. Relevant Market. – For purposes of determining the

SEC. 25. Control of an Entity. – In determining the control of an

SEC. 26. Determination of Anti-Competitive Agreement

SEC. 27. Market Dominant Position. – In determining whether

SEC. 28. Forbearance. – The Commission may forbear from applying

SEC. 29. Administrative Penalties. –

SEC. 31. Fact Finding; Preliminary Inquiry. – The Commission,

SEC. 32. Relationship With Sector Regulators. The

SEC. 34. Confidentiality of Information. – Confidential

SEC. 35. Leniency Program. – The Commission shall develop a

SEC. 37. Non-Adversarial Remedies. – As an implementing

SEC. 38. Contempt. – The Commission may summarily punish for

SEC. 39. Appeals of the Decisions of the Commission. –

SEC. 41. Basic Necessities and Prime Commodities. – If the

SEC. 42. Immunity from Suit. – The Chairperson, the

SEC. 44. Jurisdiction of the Regional Trial Court. – The

SEC. 46. Statute of Limitations. – Any action arising from

SEC. 47. Prohibition on the Issuance of Temporary

SEC. 48. Trade Associations. – Nothing contained in this Act shall

SEC. 49. Congressional Oversight Committee. – To oversee

SEC. 50. Implementing Rules and Regulations. – Within one

SEC. 51. Appropriations and Use of Fees, Charges and

SEC. 52. Transparency Clause. – Final decisions, orders and

SEC. 53. Transitional Clause. – In order to allow affected parties

SEC. 54. Separability Clause. – If any clause, sentence, section

(b) These Rules shall not apply to the combinations or activities of

(a) “Acquisition” refers to the purchase or transfer of securities

(1) One (1) entity of the whole or part of another;

(b) “Agreement” refers to any type or form of contract, arrangement,

(c) “Conduct” refers to any type or form of undertaking, collective

(d) “Commission” refers to the Philippine Competition Commission

(e) “Confidential business information” refers to information, which

(f) “Control” refers to the ability to substantially influence or direct

(g) “Dominant position” refers to a position of economic strength

(h) “Entity” refers to any person, natural or juridical, sole