05 - PCC Legal Handbook RA 10667 IRR 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 11. Staff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 12. Powers and Functions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 13. Office for Competition (OFC), Powers and Functions ..........................11
Chapter 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 ..........................................................22
Section 30. Criminal Penalties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3
Chapter VII: Enforcement
Section 31. Fact Finding; Preliminary Inquiry .....................................................24
Section 32. Relationship With Sector Regulators ........................................................25
Section 33. Power to Investigate and Enforce Orders and Resolutions . . . . . . . . . . . . . . . . . . . . . . . . . 2 5
Section 34. Confidentiality of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 5
Section 35. Leniency Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 6
Section 36. Nolo Contendere . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 7
Section 37. Non-Adversarial Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 7
Section 38. Contempt ..................................................................29
Section 39. Appeals of the Decisions of the Commission ..............................29
Section 40. Writ of Execution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 9
Section 41. Basic Necessities and Prime Commodities . . . . . . . . . . . . . . . . . . . . . . . . . . 3 0
Section 42. Immunity from Suit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 0
Section 43. Indemnity ..............................................................30
Section 44. Jurisdiction of the Regional Trial Court . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1
Section 45. Private Action ..........................................................................31
Chapter VIII: Other provisions
Section 46. Statute of Limitations ......................................................................................32
Section 47. Prohibition on the Issuance of Temporary Restraining Orders,
Preliminary Injunctions and Preliminary Mandatory Injunctions .......................32
2 The Philippine Competition Act (Republic Act No. 10667) and its Implementing Rules and Regulations
Section 48. Trade Associations ....................................................................................................32
Section 49. Congressional Oversight Committee .....................................................................................33
Chapter IX: Final provisions
Section 50. Implementing Rules and Regulations ......................................................................................34
Section 51. Appropriations and use of Fees, Charges and Penalties .........................34
Section 52. Transparency Clause ......................................................................................34
Section 53. Transitional Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 4
Section 54. Separability Clause .......................................................................................................................35
Section 55. Repealing Clause ........................................................................................................................35
Section 56. Effectivity Clause .........................................................................................................................................36
RULES AND REGULATIONS TO IMPLEMENT THE PROVISIONS OF REPUBLIC ACT NO. 10667
Rule 1: Title and scope .......................................................................................38
Rule 2: Definition of terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 9
Rule 3: Prohibited acts .......................................................................................41
Section 1. Anti-competitive agreements .......................................................................................41
Section 2. Abuse of dominant position .......................................................................................41
Section 3. Determination of exceptions .......................................................................................44
Rule 4: Mergers and acquisitions .......................................................................................45
Section 1. Review of mergers and acquisitions .........................................................................45
Section 2. Notifying entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 5
Section 3. Thresholds for compulsory notification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 6
Section 4. Consultations preceding the submission of notification .............................50
Section 5. Procedure for notification and review ..............................................................................50
Section 6. Effect of notification .......................................................................................53
Section 7. Publication of notification summary .......................................................................53
Section 8. Modifications to thresholds on compulsory notification ..........................54
Section 9. Prohibited mergers and acquisitions ......................................................................54
Section 10. Exemptions from prohibited mergers and acquisitions .............................54
Section 11. Burden of proof .......................................................................................55
Section 12. Finality of rulings on mergers and acquisitions ....................................................55
Section 13. Treatment of confidential information ................................................................................55
Rule 5: Determination of relevant market ...........................................................57
Rule 6: Determination of control .............................................................................58
Rule 7: Determination of anti-competitive agreement or conduct .................................................................... 59
Rule 8: Determination of dominance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 0
Section 1. Existence of dominance .......................................................................................60
Section 2. Assessment of dominance .......................................................................................60
Section 3. Presumption of dominance .......................................................................................61
Section 4. Setting the thresholds for dominance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1
Section 5. Exceptions .......................................................................................61
Rule 9: Forbearance .......................................................................................62
Section 1. Forbearance of the Commission ............................................62
Section 2. Public hearing .......................................................................................62
Rule 10: Final provisions .......................................................................................63
Section 1. Revisions of these Rules ......................................................................................63
Section 2. Separability clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3
Section 3. Effectivity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3
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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;
(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;
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(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 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.
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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 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;
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(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 effectively pursue such mandate.
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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 effect of the restrictions is to prevent, restrict
or lessen competition substantially: Provided, That nothing
contained in this Act shall prohibit or render unlawful:
13
(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 court of competent jurisdiction, or of a government or
regulatory agency, including an exchange.
15
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.
17
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 an entity has market dominant position for purposes of this
Act, the Commission shall consider the following:
19
(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.
21
CHAPTER VI
FINES AND PENALTIES
SEC. 29. Administrative Penalties.

(a) Administrative Fines. – In any investigation under
Chapter III, ections 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 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.
23
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.
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).
25
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.
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.
27
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 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
proceeding 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
29
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 Republic Act No. 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 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.
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
of the Senate and House of Representatives committees comprising the
Congressional Oversight Committee.
33
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 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 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.
35
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.
Approved,
(Signed) (Signed)
FELICIANO BELMONTE JR. FRANKLIN M. DRILON
Speaker of the House President of the Senate
of Representatives
This Act which is a consolidation of Senate Bill No. 2282 and

House Bill No. 5286 was finally passed by the Senate and the House of
Representatives on June 10, 2015.
(Signed) (Signed)
MARILYN B. BARUA-YAP OSCAR G. YABES
Secretary General Secretary of the Senate
House of Representatives
Approved: July 21, 2015
(Signed)
BENIGNO S. AQUINO III
President of the Philippines
IMPLEMENTING RULES
AND REGULATIONS
37
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 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;
39
(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 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:
41
(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, 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 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.
43
(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.
45
(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
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).

assets outside the Philippines, if

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).

assets inside and outside the Philippines, if

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 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:
47
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 non-corporate
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
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.
49
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 non-binding 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 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.
51
(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.
(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.
53
(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 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
55
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 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.
57
RULE 6.
DETERMINATION OF CONTROL
SECTION 1. What constitutes control of an entity.

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

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.
59
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
(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.
61
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.
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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 25/F Vertis North Corporate Center 1,

North Avenue, Quezon City 1105
 www.facebook.com/CompetitionPH
 www.twitter.com/CompetitionPH
 www.phcc.gov.ph

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THE PHILIPPINE COMPETITION ACT

(Republic Act No. 10667)

Republic Act No. 10667 (Philippine Competition Act)

Second Regular Session

AN ACT PROVIDING FOR A NATIONAL COMPETITION POLICY

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

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

(a) Enhance economic efficiency and promote free and fair

(b) Prevent economic concentration which will control the

(c) Penalize all forms of anti-competitive agreements,

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

This Act shall not apply to the combinations or activities of workers

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

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

(2) Two (2) or more entities over another; or

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

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

(d) Commission refers to the Philippine Competition

(e) Confidential business information refers to information

(g) Dominant Position refers to a position of economic

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

(i) Market refers to the group of goods or services that are

(k) Relevant Market refers to the market in which a particular

(1) A relevant product market comprises all those goods

(2) The relevant geographic market comprises the area

SEC. 5. Philippine Competition Commission. – To

The Commission shall be an attached agency to the Office of the

SEC. 6. Composition of the Commission. – The

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

SEC. 8. Prohibitions and Disqualifications. – The

No spouse or relative by consanguinity or affinity within the fourth

SEC. 9. Compensation and Other Emoluments for

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

SEC. 11. Staff. – The Commission shall appoint, fix the

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

(a) Conduct inquiry, investigate, and hear and decide on cases

(b) Review proposed mergers and acquisitions, determine

(c) Monitor and undertake consultation with stakeholders

(d) Upon finding, based on substantial evidence, that an entity

(f) Issue subpoena duces tecum and subpoena ad

(h) Issue adjustment or divestiture orders including orders

(1) Where there is no equally effective behavioral remedy; or

(2) Where any equally effective behavioral remedy would

(i) Deputize any and all enforcement agencies of the

(j) Monitor compliance by the person or entities concerned

(k) Issue advisory opinions and guidelines on competition

(m) Conduct, publish, and disseminate studies and reports on

(o) Assist the National Economic and Development Authority,

(p) Act as the official representative of the Philippine

(q) Promote capacity building and the sharing of best practices

(r) Advocate pro-competitive policies of the government by:

(1) Reviewing economic and administrative regulations,

(2) Advising the Executive Branch on the competitive

(s) Charge reasonable fees to defray the administrative cost of

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

SEC. 14. Anti-Competitive Agreements.

(a) The following agreements, between or among

(1) Restricting competition as to price, or components