What is the constitutional basis for the regulation of business and competition in the Phils?

“The State shall regulate or prohibit monopolies when the public interest so requires. No combinations in restraint of trade or unfair competition shall be allowed.”

“The goals of the national economy are 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.”

“The State shall promote industrialization and full employment based on sound agricultural development and agrarian reform, through industries that make full of efficient use of human and natural resources, and which are competitive in both domestic and foreign markets.”

“However, the State shall protect Filipino enterprises against unfair foreign competition and trade practices.”

“The use of property bears a social function, and all economic agents shall contribute to the common good.”

“Individuals and private groups, including corporations, cooperatives, and similar collective organizations, shall have the right to own, establish, and operate economic enterprises, subject to the duty of the State to promote distributive justice and to intervene when the common good so demands.”

“The State shall regulate and exercise authority over foreign investments within its national jurisdiction and in accordance with its national goals and priorities.”

“The Congress shall not, except by general law, provide for the formation, organization, or regulation of private corporations.”

“Government-owned or controlled corporations may be created or established by special charters in the interest of the common good and subject to the test of economic viability.”

“SECTION 20. The State recognizes the indispensable role of the private sector, encourages private enterprise, and provides incentives to needed investments.”

“SECTION 1. The Congress shall give highest priority to the enactment of measures that protect and enhance the right of all the people to human dignity, reduce social, economic, and political inequalities, and remove cultural inequities by equitably diffusing wealth and political power for the common good.”

“Thus, the Constitution provides a shield to the economic rights of our people, especially the poor.”

"This provision is found in the chapter dealing with deceptive, unfair, and unconscionable sales acts or practices,88 under which the law, in Article 48, recognizes the State policy to "promote and encourage fair, honest and equitable relations among parties in consumer transactions and protect the consumer against deceptive, unfair and unconscionable sales acts or practices." Thus, the law recognizes that the consumer does not have the same access to information that the seller has. Leaving consumers to the predatory tactics of unscrupulous sellers would retard, rather than enhance, the benefits of an economic m…

"Historians with undefiled learning have chronicled14 over the years the disgrace of many economists and the fall of one economic dogma after another. ... Be that as it may, the Court is aware that the principle of separation of powers prohibits the judiciary from interferring with the policy setting function of the legislature.15 For this reason we italicized in our Decision that the Court did not review the wisdom of R.A. No. 8180 but its compatibility with the Constitution; the Court did not annul the economic policy of deregulation but vitiated its aspects which offended the constitutional mandate on fair com…

"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;"

"(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."

"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;"

"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;"

"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;"

"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."

"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:"

"… (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;"

"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;"

"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:"

"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."

"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"

"This Act shall be enforceable against any person or entity engaged in any trade, industry and commerce in 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."

"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; (c) Conduct refers to any type or form of undertaking, collective recommendation, independent or concerted a…

“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, Kmiting, or controlling production, mark…

"Originally, monopolies and combinations in restraint of trade were governed by, and penalized under, Article 18639 of the Revised Penal Code. This provision has since been repealed by RA No. 10667, or the Philippine Competition Act, which defines and penalizes "all forms of anti-competitive agreements, abuse of dominant position, and anti-competitive mergers and acquisitions."40 RA No. 10667 does not define what constitutes a "monopoly." Instead, it prohibits one or more entities which has/have acquired or achieved a "dominant position" in a "relevant market" from "abusing" its dominant position. In other words,…

“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 desi…

“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…

"Originally, monopolies and combinations in restraint of trade were governed by, and penalized under, Article 18639 of the Revised Penal Code. This provision has since been repealed by RA No. 10667, or the Philippine Competition Act, which defines and penalizes "all forms of anti-competitive agreements, abuse of dominant position, and anti-competitive mergers and acquisitions."40 RA No. 10667 does not define what constitutes a "monopoly." Instead, it prohibits one or more entities which has/have acquired or achieved a "dominant position" in a "relevant market" from "abusing" its dominant position. In other words,…

“As used in this Act: … (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 ser…

“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 o…

“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; …”

"This provision has since been repealed by RA No. 10667, or the Philippine Competition Act, which defines and penalizes "all forms of anti-competitive agreements, abuse of dominant position, and anti-competitive mergers and acquisitions."40 RA No. 10667 does not define what constitutes a "monopoly." Instead, it prohibits one or more entities which has/have acquired or achieved a "dominant position" in a "relevant market" from "abusing" its dominant position. In other words, an entity is not prohibited from, or held liable for prosecution and punishment for, simply securing a dominant position in the relevant mark…

"[CASE] G.R. No. 205835 (2020-06-23) — Supreme Court — The claim of unfair competition is primarily factual in nature. In a separate opinion concurring with the well-expounded ponencia of Justice Alexander Gesmundo in Asia Pacific Resources International Holdings, Ltd. v. Paperone, Inc.,124 it was explained: There should be objective, scientific, and economic standards to determine whether goods or services offered by two parties are so related that there is a likelihood of confusion. In a market, the relatedness of goods or services may be determined by consumer preferences. When two goods are proved to be perfe…

"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; (c) Conduct refers to any type or form of undertaking, collective recommendation, independent or concerted a…

“(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, Kmiting, 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.”

"Originally, monopolies and combinations in restraint of trade were governed by, and penalized under, Article 18639 of the Revised Penal Code. This provision has since been repealed by RA No. 10667, or the Philippine Competition Act, which defines and penalizes "all forms of anti-competitive agreements, abuse of dominant position, and anti-competitive mergers and acquisitions."40 RA No. 10667 does not define what constitutes a "monopoly." Instead, it prohibits one or more entities which has/have acquired or achieved a "dominant position" in a "relevant market" from "abusing" its dominant position. In other words,…

"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; (c) Conduct refers to any type or form of undertaking, collective recommendation, independent or concerted a…

“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.”

“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”

“ In determining whether an entity has market dominant position for purposes of this Act, the Commission shall consider the following:”

“ 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.”

“ In determining whether anti-competitive agreement or conduct has been committed, the Commission shall:”

“ 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:”

“(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 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;”

“(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.”

“RA No. 10667 does not define what constitutes a "monopoly." Instead, it prohibits one or more entities which has/have acquired or achieved a "dominant position" in a "relevant market" from "abusing" its dominant position. In other words, an entity is not prohibited from, or held liable for prosecution and punishment for, simply securing a dominant position in the relevant market in which it operates.”

“ It is only when that entity engages in conduct in abuse of its dominant position that it will be exposed to prosecution and possible punishment.”

“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 dev…

“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, Kmiting, or controlling production, markets, technical development, or inve…

“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;”

“[Rule 3, Section 2, Philippine Competition Act] 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:”

“(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 con…

“[Section 24, Philippine Competition Act] 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 material…

“RA No. 10667 does not define what constitutes a ‘monopoly.’ Instead, it prohibits one or more entities which has/have acquired or achieved a ‘dominant position’ in a ‘relevant market’ from ‘abusing’ its dominant position. In other words, an entity is not prohibited from, or held liable for prosecution and punishment for, simply securing a dominant position in the relevant market in which it operates.”

“It is only when that entity engages in conduct in abuse of its dominant position that it will be exposed to prosecution and possible punishment.”

"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:"

"(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 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;"

"(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;"

"(j) Monitor compliance by the person or entities concerned with the cease and desist order or consent judgment;"

"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; (c) Conduct refers to any type or form of undertaking, collective recommendation, independent or concerted a…

"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…

“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;”

“Merger refers to the joining of two (2) or more entities into an existing entity or to form a new entity;”

“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; (Rule 1, Section 2(a))

“Control refers to the ability to substantially influence or direct the actions or decisions of an entity, whether by contract, agency or otherwise;”

“Merger refers to the joining of two (2) or more entities into an existing entity or to form a new entity;”

"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…

"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 alterna…

"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 a…

“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:”

“(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 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;”

“(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;”

“[Rule 4, Section 1, Philippine Competition Act] 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.”

“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.”

“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…”

“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.”

“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.”

“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.”

“(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…”

“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…”

“[Section 20, Philippine Competition Act] 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.”

“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…

“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.”

“The Commission shall be an attached agency to the Office of the President.”

“The Commission shall be composed of a Chairperson and four (4) Commissioners.”

“The Chairperson and the 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.”

“The term of office of the Chairperson and 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.”

“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.”

“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 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 noncompliance 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, the 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) Charging reasonable fees to defray the administrative cost of the services rendered.”

“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.”

“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.”

“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.”

“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.”

“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;”

“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.”

“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.”

“(a) The following agreements, between or among competitors, are per se prohibited:”

“(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:”

“(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, Kmiting, 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.”

"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…

"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; (c) Conduct refers to any type or form of undertaking, collective recommendation, independent or concerted a…

"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; (c) Conduct refers to any type or form of undertaking, collective recommendation, independent or concerted a…

"Originally, monopolies and combinations in restraint of trade were governed by, and penalized under, Article 18639 of the Revised Penal Code. This provision has since been repealed by RA No. 10667, or the Philippine Competition Act, which defines and penalizes "all forms of anti-competitive agreements, abuse of dominant position, and anti-competitive mergers and acquisitions."40 RA No. 10667 does not define what constitutes a "monopoly." Instead, it prohibits one or more entities which has/have acquired or achieved a "dominant position" in a "relevant market" from "abusing" its dominant position. In other words,…

"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."

"Anti-Competitive Agreements. – (a) The following agreements, between or among competitors, are per se prohibited:"

“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.”

“The Commission shall be an attached agency to the Office of the President.”

“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;”

“(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 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 noncompliance 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;”

“The Commission shall be composed of a Chairperson and four (4) Commissioners.”

“The Chairperson and the 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.”

“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; …”

“(c) Monitor and undertake consultation with stakeholders and affected agencies for the purpose of understanding market behavior;”

“(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, the Energy Regulatory Commission and the National Telecommunications Commission;”

“(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;”

“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 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.”

“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.”

"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…

"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;"

"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."

"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, Kmiting, 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;"

"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."

"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;"

"(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:"

"(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 effect of the restrictions is to prevent, restrict or lessen competition substantially: Provided, That nothing contained in this Act shall prohibit or render unlawful:"

"(e) 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;"

"(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."

"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."

"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 alt…

"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."

"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"

"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."

"Thresholds for Compulsory Notification. — Parties to a merger or acquisition are required to provide notification when:"

"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."

“As used in this Act: (a) … (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;”

“HELD: Agreement refers to ‘any type of form or contract, arrangement, understanding, collective recommendation, or concerted action, whether formal or informal.’47 The following agreements are considered anti­ competitive: Sec. 14.”

"Agreement refers to "any type of form or contract, arrangement, understanding, collective recommendation, or concerted action, whether formal or informal."47 The following agreements are considered anti­ competitive: 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;…

“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;”

“Anti-Competitive Agreements. – (a) The following agreements, between or among competitors, are per se prohibited:”

"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 alterna…

"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 a…

"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."

"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."

"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."

"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."

"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."

"Both the certification and the affidavit must be notarized or otherwise authenticated."

"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 by the Commission that the Forms are complete."

"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."

"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."

"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;"

"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."

"Where notification of a transaction is not required, then the periods provided above for the Commission to conclude its review shall not apply."

"The Commission, in its discretion, may terminate a waiting period prior to its expiration."

"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."

"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:"

"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."

"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."

"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."

"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."