Philippine Competition Act

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. 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 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) "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.