Joseph John S.

Ronquillo Corporation Law

2nd Semester, AY 2021-2022 JD - 3

CODAL ANALYSIS OF REPUBLIC ACT NO. 10667 KNOWN AS THE PHILIPPINE COMPETITION ACT

Provisions Legal Concepts Rule / Doctrine Reference

CHAPTER I 1. Introduction The Philippine Competition Act (Republic Act 10667 or https://
GENERAL PROVISIONS the “Act”) defines, prohibits and penalizes three types of anti- www.phcc.g
competitive conduct: anti-competitive agreements, abuse of ov.ph/
Section 1. Short Title. – This Act shall be known as the dominant position, and anti-competitive mergers and philippine-
competition-
"Philippine Competition Act". acquisitions. It also creates the Philippine Competition
law-r-10667/
Commission (“PCC”), which will have the original and primary
authority to conduct inquiries or investigations and to hear and
decide cases involving violations of the Act. The Act seeks to
Section 2. Declaration of Policy. – The efficiency of market (i) enhance economic efficiency and promote free and fair
competition as a mechanism for allocating goods and services is a competition in trade, industry and all commercial activities; (ii)
generally accepted precept. The State recognizes that past prevent economic concentration that will control production,
measures undertaken to liberalize key sectors in the economy distribution or trade, which will unduly stifle competition or
need to be reinforced by measures that safeguard competitive lessen, manipulate or construct the discipline of free markets;
conditions. The State also recognizes that the provision of equal and (iii) penalize all forms of anti-competitive conduct with the
opportunities to all promotes entrepreneurial spirit, encourages object of protecting consumer welfare and advancing domestic
private investments, facilitates technology development and and international trade and economic development.
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:

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(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.

Section 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.

The Act covers any person or entity engaged in trade,

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Section 4. Definition of Terms. – As used in this Act: industry and commerce in the Philippines. The Act also applies
to international trade having direct, substantial, and reasonably
(a) Acquisition refers to the purchase of securities or assets, foreseeable effects in the Philippine trade industry or
through contract or other means, for the purpose of obtaining commerce, including those resulting from acts done outside of
control by: the Philippines. The Act, however, excludes combinations or
activities of workers or employees as well as agreements or
(1) One (1) entity of the whole or part of another; arrangements with employers when designed solely to facilitate
collective bargaining in respect of conditions of employment.
(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;

(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

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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.

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CHAPTER II
PHILIPPINE COMPETITION COMMISSION

Section 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.

Section 6. Composition of the Commission. – The Commission

shall be composed of a Chairperson and four (4) Commissioners.
The Chairperson and the Commissioners shall be citizens and
residents of the Philippines, of good moral character, of
recognized probity and independence and must have
distinguished themselves professionally in public, civic or
academic service in any of the following fields: economics, law,
finance, commerce or engineering. They must have been in the
active practice of their professions for at least ten (10) years, and
must not have been candidates for any elective national or local
office in the immediately preceding elections, whether regular or
special: Provided, That at least one (1) shall be a member of the
Philippine Bar with at least ten (10) years of experience in the
active practice of law, and at least one (1) shall be an economist.

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The Chairperson and the Commissioners who shall have the rank
equivalent of cabinet secretary and undersecretary, respectively,
shall be appointed by the President.

Section 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.

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.

Section 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 WHAT IS THE PHILIPPINE COMPETITION
instrumentality thereof, including government-owned and - COMMISSION (PCC)?
controlled corporations or their subsidiaries. They shall strictly
avoid conflict of interest in the conduct of their office. They shall The PCC is an independent quasi-judicial government agency
not be qualified to run for any office in the election immediately mandated to implement the national competition policy and
succeeding their cessation from office: Provided, That the enforce the PCA.  It has original and primary jurisdiction over
election mentioned hereof is not a Barangay election or a the enforcement and implementation of the PCA and its IRR.
Sangguniang Kabataan election. Provided, they shall not be
allowed to personally appear or practice as counsel or agent on The OFC under the Department of Justice (DOJ-OFC) shall
any matter pending before the Commission for two (2) years only conduct preliminary investigation and undertake
following their cessation from office. prosecution of all criminal offenses arising under the PCA and

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No spouse or relative by consanguinity or affinity within the other competition-related laws.

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.

Section 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.

Section 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.

Section 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.

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Section 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;

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(f) Issue subpoena duces tecum and subpoena ad testificandum to

require the production of books, records, or other documents or
data which relate to any matter relevant to the investigation and
personal appearance before the Commission, summon witnesses,
administer oaths, and issue interim orders such as show cause
orders and cease and desist orders after due notice and hearing in
accordance with the rules and regulations implementing this Act;

(g) Upon order of the court, undertake inspections of business

premises and other offices, land and vehicles, as used by the
entity, where it reasonably suspects that relevant books, tax
records, or other documents which relate to any matter relevant to
the investigation are kept, in order to prevent the removal,
concealment, tampering with, or destruction of the books,
records, or other documents;

(h) Issue adjustment or divestiture orders including orders for

corporate reorganization or divestment in the manner and under
such terms and conditions as may be prescribed in the rules and
regulations implementing this Act. Adjustment or divestiture
orders, which are structural remedies, should only be imposed:

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

(2) Where any equally effective behavioral remedy would be

more burdensome for the enterprise concerned than the structural
remedy. Changes to the structure of an enterprise as it existed
before the infringement was committed would only be
proportionate to the substantial risk of a lasting or repeated
infringement that derives from the very structure of the
enterprise;

(i) Deputize any and all enforcement agencies of the government

or enlist the aid and support of any private institution,
corporation, entity or association, in the implementation of its

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powers and functions;

(j) Monitor compliance by the person or entities concerned with

the cease and desist order or consent judgment;

(k) Issue advisory opinions and guidelines on competition matters

for the effective enforcement of this Act and submit annual and
special reports to Congress, including proposed legislation for the
regulation of commerce, trade, or industry;

(l) Monitor and analyze the practice of competition in markets

that affect the Philippine economy; implement and oversee
measures to promote transparency and accountability; and ensure
that prohibitions and requirements of competition laws are
adhered to;

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

anti-competitive conduct and agreements to inform and guide the
industry and consumers;

(n) Intervene or participate in administrative and regulatory

proceedings requiring consideration of the provisions of this Act
that are initiated by government agencies such as the Securities
and Exchange Commission, the Energy Regulatory Commission
and the National Telecommunications Commission;

(o) Assist the National Economic and Development Authority, in

consultation with relevant agencies and sectors, in the preparation
and formulation of a national competition policy;

(p) Act as the official representative of the Philippine government

in international competition matters;

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

with other competition-related bodies;

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

(1) Reviewing economic and administrative regulations, motu

proprio or upon request, as to whether or not they adversely
affect relevant market competition, and advising the concerned
agencies against such regulations; and

(2) Advising the Executive Branch on the competitive

implications of government actions, policies and programs; and

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

the services rendered.

Section 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.

CHAPTER III
PROHIBITED ACTS

Section 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 WHAT ARE THE POWERS AND FUNCTIONS OF THE

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and other analogous practices of bid manipulation; PCC?

(b) The following agreements, between or among competitors As the Philippines’ antitrust authority, the PCC is mandated to
which have the object or effect of substantially preventing, exercise the following powers and functions, among others:
restricting or lessening competition shall be prohibited:
(a) Conduct inquiry, investigate, and hear and decide on cases
(1) Setting, Kmiting, or controlling production, markets, technical involving any violation of this Act and other existing
development, or investment; competition laws:

(2) Dividing or sharing the market, whether by volume of sales or a. motu proprio
purchases, territory, type of goods or services, buyers or sellers or b. upon receipt of a verified complaint from an interested
any other means; party
c. upon referral by the concerned regulatory agency, and
(c) Agreements other than those specified in (a) and (b) of this institute the appropriate civil or criminal proceedings;
section which have the object or effect of substantially
preventing, restricting or lessening competition shall also be (b) Review proposed mergers and acquisitions, determine
prohibited: Provided, Those which contribute to improving the thresholds for notification, determine the requirements and
production or distribution of goods and services or to promoting procedures for notification, and upon exercise of its powers to
technical or economic progress, while allowing consumers a fair review, prohibit mergers and acquisitions that will substantially
share of the resulting benefits, may not necessarily be deemed a prevent, restrict, or lessen competition in the relevant market;
violation of this Act.
(c) Monitor and undertake consultation with stakeholders and
An entity that controls, is controlled by, or is under common affected agencies for the purpose of understanding market
control with another entity or entities, have common economic behavior;
interests, and are not otherwise able to decide or act
independently of each other, shall not be considered competitors (d) Upon finding, based on substantial evidence, that an entity
for purposes of this section. 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

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or penalties for any noncompliance with or breach of this Act

and its implementing rules and regulations (IRR) and punish for
contempt;

(f) Issue subpoena duces tecum and subpoena ad

testificandum to require the production of books, records, or
other documents or data which relate to any matter relevant to
the investigation and personal appearance before the
Commission, summon witnesses, administer oaths, and issue
interim orders such as show cause orders and cease and desist
orders after due notice and hearing in accordance with the rules
and regulations implementing this Act;

(g) Upon order of the court, undertake inspections of business

premises and other offices, land and vehicles, as used by the
entity, where it reasonably suspects that relevant books, tax
records, or other documents which relate to any matter relevant
to the investigation are kept, in order to prevent the removal,
concealment, tampering with, or destruction of the books,
records, or other documents;

(h) Issue adjustment or divestiture orders including orders for

corporate reorganization or divestment in the manner and under
such terms and conditions as may be prescribed in the rules and
regulations implementing this Act. Adjustment or divestiture
orders, which are structural remedies, should only be imposed:

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

(2) Where any equally effective behavioral remedy would be

more burdensome for the enterprise concerned than the
structural remedy. Changes to the structure of an enterprise as it
existed before the infringement was committed would only be
proportionate to the substantial risk of a lasting or repeated
infringement that derives from the very structure of the

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enterprise;

(i) Deputize any and all enforcement agencies of the

government or enlist the aid and support of any private
institution, corporation, entity or association, in the
implementation of its powers and functions;

(j) Monitor compliance by the person or entities concerned with

the cease and desist order or consent judgment;

(k) Issue advisory opinions and guidelines on competition

matters for the effective enforcement of this Act and submit
annual and special reports to Congress, including proposed
legislation for the regulation of commerce, trade, or industry;

(l) Monitor and analyze the practice of competition in markets

that affect the Philippine economy; implement and oversee
measures to promote transparency and accountability; and
ensure that prohibitions and requirements of competition laws
are adhered to;

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

anti-competitive conduct and agreements to inform and guide
the industry and consumers;

(n) Intervene or participate in administrative and regulatory

proceedings requiring consideration of the provisions of this Act
that are initiated by government agencies such as the Securities
and Exchange Commission, the Energy Regulatory Commission
and the National Telecommunications Commission;

(o) Assist the National Economic and Development Authority,

in consultation with relevant agencies and sectors, in the
preparation and formulation of a national competition policy;

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(p) Act as the official representative of the Philippine

government in international competition matters;

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

with other competition-related bodies;

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

(1) Reviewing economic and administrative regulations, motu

proprio or upon request, as to whether or not they adversely
affect relevant market competition, and advising the concerned
agencies against such regulations; and

(2) Advising the Executive Branch on the competitive

implications of government actions, policies and programs; and

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

the services rendered.

While it has original and primary jurisdiction in the enforcement

and regulation of all competition-related issues, the PCC works
with relevant sector regulators on matters where their expertise
and knowledge on the sector are critical.

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WHAT ARE ANTI-COMPETITIVE AGREEMENTS?

Anti-competitive agreements include agreements between or

among competitors that substantially prevent, restrict or lessen
competition. Such agreements may be in the form of a contract,
arrangement, understanding, collective recommendation, or
concerted action, whether formal or informal, explicit or tacit,
written or oral.

Also known as cartels, anti-competitive agreements between or

among competitors involve collusive conduct to fix prices, rig
bids, limit output, or allocate the market.

Under the PCA, there are anti-competitive agreements that

are per se prohibited (Section 14[a]) and there are agreements
that are prohibited for having an anti-competitive object or
effect (Section 14[b] and [c]).

WHAT ARE PER SE VIOLATIONS?

These anti-competitive agreements that are inherently illegal

and require no further inquiry into their actual effect on the
market or the intentions of the parties who engaged in the illegal
act or agreement. The Philippine Competition Act classifies

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price fixing and bid rigging as per se violations.

PRICE FIXING

Price fixing involves restricting competition as to price, or

components thereof, or other terms of trade. This happens when
competitors agree on the price of goods or services, rather than
independently setting their respective prices.

In 2007, the European Commission fined three Dutch brewers

for price-fixing of beer in the Netherlands. Heineken, Grolsch,
and Bavaria paid a total of 273.7 million Euros while a fourth
brewer, InBev, did not receive a fine as it participated in the
Commission’s leniency program.

The Commission found that between 1996 and 1999 at least, the
four brewers held numerous unofficial meetings, during which
they coordinated prices and price increases of beer in the
Netherlands. Evidence adduced, including handwritten notes,
confirmed the dates and places of these unofficial meetings. The
companies were determined to have coordinated prices for both
“on-trade” (consumption on the premises, such as bars and
Section 15. Abuse of Dominant Position. – It shall be prohibited pubs) and “off-trade” (sale through supermarkets and the like)
for one or more entities to abuse their dominant position by segments of the beer market in the Netherlands. They also
engaging in conduct that would substantially prevent, restrict or coordinated occasionally on non-pricing aspects, such as
lessen competition: conditions offered to individual customers in the on-trade
segment. The Commission further found evidence that the

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(a) Selling goods or services below cost with the object of driving brewers were aware that their actions were illegal, as they tried
competition out of the relevant market: Provided, That in the to conceal their activity through the use of code names and
Commission’s evaluation of this fact, it shall consider whether the hotels/restaurants as venues for their meetings.
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 BID RIGGING
result of or arising from a superior product or process, business
acumen, or legal rights or laws; Bid-rigging involves fixing prices at an auction or any form of
bidding, including cover bidding, bid suppression, bid rotation,
(c) Making a transaction subject to acceptance by the other parties and market allocation, among others. Bid-rigging usually occurs
of other obligations which, by their nature or according to when parties participating in a tender coordinate their bids
commercial usage, have no connection with the transaction; rather than submit independent proposals.

(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; WHAT ARE NOT PER SE VIOLATIONS?

(2) Price differential which reasonably or approximately reflect Not per se violations are other anti-competitive agreements
differences in the cost of manufacture, sale, or delivery resulting prohibited by the law which have the object or effect of
from differing methods, technical conditions, or quantities in substantially preventing, restricting, or lessening competition.
which the goods or services are sold or delivered to the buyers or Since these agreements are not per se illegal, the PCC needs to
sellers; conduct inquiries to determine whether they restrict competition
and violate the PCA.
(3) Price differential or terms of sale offered in response to the

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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; SUPPLY RESTRICTION

(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 Supply restriction is an agreement by two or more competitors
prices, giving preferential discounts or rebate upon such price, or which sets or limits production levels and create an artificial
imposing conditions not to deal with competing entities, where supply shortage, thereby raising prices. Similar forms of anti-
the object or effect of the restrictions is to prevent, restrict or competitive agreements include restrictions in markets,
lessen competition substantially: Provided, That nothing technical development, or investment.
contained in this Act shall prohibit or render unlawful:

(1) Permissible franchising, licensing, exclusive merchandising or

exclusive distributorship agreements such as those which give
each party the right to unilaterally terminate the agreement; or

(2) Agreements protecting intellectual property rights,

confidential information, or trade secrets; MARKET SHARING

(f) Making supply of particular goods or services dependent upon Market sharing is a collusive agreement by two or more
the purchase of other goods or services from the supplier which competitors which divides or allocates the market. Market
have no direct connection with the main goods or services to be sharing not only includes territories, but also customers, volume
supplied; of sales or purchases, and type of goods or services, among
other considerations.
(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, WHAT ARE THE EXCEPTIONS TO THE COVERAGE

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provided that prices that develop in the market as a result of or OF ANTI-COMPETITIVE AGREEMENTS?
due to a superior product or process, business acumen or legal
rights or laws shall not be considered unfair prices; and Agreements not falling under Section 14(a) and 14(b) of the
PCA that have an anti-competitive object or effect, but
(i) Limiting production, markets or technical development to the nevertheless contribute to improving production or distribution
prejudice of consumers, provided that limitations that develop in of goods or services within the relevant market, or promoting
the market as a result of or due to a superior product or process, technical and economic progress while allowing consumers a
business acumen or legal rights or laws shall not be a violation of fair share of the resulting benefit may not necessarily be
this Act: considered anti-competitive. (Note: This only applies to Section
14 (c) of the PCA).
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 It is not illegal to have a dominant position in the market;
the relevant market, or promoting technical and economic however, it is illegal to abuse one’s dominance.
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 HOW TO DETERMINE CONTROL OR DOMINANCE
that would promote fair competition or more competition as OF MARKET?
provided in this Act.
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

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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

WHEN CAN A BUSINESS BE CONSIDERED

DOMINANT IN THE MARKET?

A dominant position refers to a position of economic strength

that an entity or entities hold which makes it capable of
controlling the relevant market independently from any or a

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combination of the following: competitors, customers, suppliers,

or consumers.

Dominance can exist either on the part of one firm (single

dominance) or of two or more firms (collective dominance). In
determining whether a business has a market dominant position,
the Commission will consider the following factors:

CHAPTER IV  The share of the entity in the relevant market and

MERGERS AND ACQUISITIONS whether it can fix prices on its own or restrict supply in
the relevant market;
Section 16. Review of Mergers and Acquisitions. — The  The competitors’ shares in the relevant market;
Commission shall have the power to review mergers and  Existence of barriers to entry and the elements which
acquisitions based on factors deemed relevant by the could change both the barriers and the supply from
Commission. competitors;
 Existence and power of competitors;
Section 17. Compulsory Notification. – Parties to the merger or  Credible threat of future expansion by competitors or
acquisition agreement referred to in the preceding section wherein entry by potential competitors;
the value of the transaction exceeds one billion pesos  Market exit of competitors;
(P1,000,000,000.00) are prohibited from consummating their  Bargaining strength of customers;
agreement until thirty (30) days after providing notification to the  Possibility of access by competitors or other enterprises
Commission in the form and containing the information specified to its sources of inputs;
in the regulations issued by the Commission: Provided, That the  Power of its customers to switch to other goods or
Commission shall promulgate other criteria, such as increased services;
market share in the relevant market in excess of minimum  Recent market behavior;
thresholds, that may be applied specifically to a sector, or across  Ownership, possession, or control of infrastructure
some or all sectors, in determining whether parties to a merger or which are not easily duplicated;
acquisition shall notify the Commission under this Chapter.  Technological advantages or superiority, compared to
other competitors;

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An agreement consummated in violation of this requirement to  Access to capital markets or financial resources;
notify the Commission shall be considered void and subject the  Economies of scale and scope;
parties to an administrative fine of one percent (1%) to five  Vertical integration; and
percent (5%) of the value of the transaction.  Existence of a highly developed distribution and sales
network.
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 WHEN CAN A BUSINESS BE HELD LIABLE FOR
referred. The issuance of such a request has the effect of ABUSING ITS MARKET DOMINANCE?
extending the period within which the agreement may not be
consummated for an additional sixty (60) days, beginning on the The PCA prohibits entities from abusing their dominant position
day after the request for information is received by the in the relevant market by engaging in conduct that would
parties: Provided, That, in no case shall the total period for substantially prevent, restrict, or lessen competition.
review by the Commission of the subject agreement exceed
ninety (90) days from initial notification by the parties. Examples of conduct constituting abuse of dominant position:

When the above periods have expired and no decision has been  Selling goods or services below cost to drive
promulgated for whatever reason, the merger or acquisition shall competition out of the market;
be deemed approved and the parties may proceed to implement or  Imposing barriers to entry or committing acts that
consummate it. All notices, documents and information provided prevent competitors from growing within the market;
to or emanating from the Commission under this section shall be  Making a transaction subject to acceptance by other
subject to confidentiality rule under Section 34 of this Act except parties who have no connection to the transaction;
when the release of information contained therein is with the  Setting prices or other terms or conditions that
consent of the notifying entity or is mandatorily required to be discriminate unreasonably between customers or sellers
disclosed by law or by a valid order of a court of competent of the same goods or services;
jurisdiction, or of a government or regulatory agency, including  Imposing restrictions on the lease or contract for sale or
an exchange. trade of goods or services concerning where, to whom,
or in what form a good or service may be sold or traded;
In the case of the merger or acquisition of banks, banking  Making supply of particular goods or services dependent
institutions, building and loan associations, trust companies, upon the purchase of other goods or services from the
insurance companies, public utilities, educational institutions and supplier;
other special corporations governed by special laws, a favorable  Imposing unfairly low purchase prices for the goods or
or no-objection ruling by the Commission shall not be construed services of marginalized service providers and
as dispensing of the requirement for a favorable recommendation producers, such as farmers, fisherfolk, and micro, small,

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by the appropriate government agency under Section 79 of the and medium enterprises (MSMEs);
Corporation Code of the Philippines.  Imposing unfair purchase or selling price on
competitors, customers, suppliers or consumers; and
A favorable recommendation by a governmental agency with a  Limiting production, markets or technical development
competition mandate shall give rise to a disputable presumption to the prejudice of consumers.
that the proposed merger or acquisition is not violative of this
Act.

Section 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; Anti-Competitive Mergers and Acquisitions. These refer to those
mergers and acquisitions that substantially prevent, restrict or lessen
(b) Prohibit the implementation of the agreement unless and until competition. By way of exception, the PCC may exempt mergers and
it is modified by changes specified by the Commission. acquisitions if the parties are able to prove that (i) the concentration
has brought about or is likely to bring about gains in efficiencies that
are greater than the effect of any limitation on competition that result
(c) Prohibit the implementation of the agreement unless and until or likely to result from the merger or acquisition; or (ii) a party thereto
the pertinent party or parties enter into legally enforceable is faced with actual or imminent financial failure and the agreement
agreements specified by the Commission. represents the least anti-competitive alternative among the known
alternative uses for the failing entity’s assets. Further, under the Act,
Section 19. Notification Threshold. – The Commission shall, parties to mergers or acquisitions, the transaction value of which
from time to time, adopt and publish regulations stipulating: exceeds Php1 Billion are prohibited from consummating the same
until thirty (30) days after the PCC has been notified thereof in the
(a) The transaction value threshold and such other criteria subject form and containing the information specified in the regulations to be
to the notification requirement of Section 17 of this Act; issued by the PCC. Failure to comply with such notification
requirement renders the merger or acquisition void and the parties
thereto liable to pay an administrative fine equivalent to 1%-5% of the
(b) The information that must be supplied for notified merger or
transaction value.
acquisition;

(c) Exceptions or exemptions from the notification requirement;

and

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(d) Other rules relating to the notification procedures.

Section 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.

Section 21. Exemptions from Prohibited. Mergers and

Acquisitions. – Merger or acquisition agreement prohibited under
Section 20 of this Chapter may, nonetheless, be exempt from WHAT ARE THE THRESHOLDS FOR COMPULSORY
prohibition by the Commission when the parties establish either NOTIFICATION OF MERGERS AND ACQUISITIONS?
of the following:
Parties to a merger or acquisition agreement where the size of
(a) The concentration has brought about or is likely to bring about transaction and size of person/party exceed the thresholds set
gains in efficiencies that are greater than the effects of any annually by the PCC are required to notify the Commission of
limitation on competition that result or likely to result from the such agreement before consummating the transaction. The
merger or acquisition agreement; or annual adjustment of thresholds for compulsory notification is
based on the Philippine Statistics Authority’s official estimate of
(b) A party to the merger or acquisition agreement is faced with the nominal gross domestic product (GDP) of the previous year.
actual or imminent financial failure, and the agreement represents
the least anti-competitive arrangement among the known In September 2020, the values of the size-of-party and size-of-
alternative uses for the failing entity’s assets: transaction thresholds, which were then set at PHP 6 billion and
PHP 2.4 billion, respectively, were further adjusted pursuant to
Provided, That an entity shall not be prohibited from continuing Republic Act No. 11494 or the Bayanihan to Recover as One
to own and hold the stock or other share capital or assets of Act. Section 4(eee) of the said law exempts mergers or
another corporation which it acquired prior to the approval of this acquisitions from compulsory notification with transaction
Act or acquiring or maintaining its market share in a relevant values below PHP 50 billion if entered into within two (2) years
market through such means without violating the provisions of from the effectivity of the law on 15 September 2020. The said
this Act: section was enacted as part of the government’s economic
recovery measures, and for the stated purpose of “promoting
Provided, further, That the acquisition of the stock or other share business continuity and capacity building.”
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

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lessening of competition in the relevant market shall not be

prohibited.

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

21 lies with the parties seeking the exemption. A party seeking to WHO IS/ARE THE NOTIFYING ENTITY/ENTITIES?
rely on the exemption specified in Section 21(a) must
demonstrate that if the agreement were not implemented, Under the Implementing Rules and Regulations of the PCA
significant efficiency gains would not be realized. (IRR), the notifying entity/entities refer to the following parties:

Section 23. Finality of Ridings on Mergers and Acquisitions.  The acquiring and acquired parties to the notifiable
– Merger or acquisition agreements that have received a favorable M&A and their ultimate parent entities.
ruling from the Commission, except when such ruling was  In the formation of a joint venture (other than in
obtained on the basis of fraud or false material information, may connection with a merger or consolidation), the
not be challenged under this Act. contributing entities shall be deemed acquiring entities,
and the joint venture shall be deemed the acquired entity.

IF A TRANSACTION IS NOT SUBJECT TO

COMPULSORY NOTIFICATION, CAN THE PCC STILL
REVIEW IT?

The PCC has the authority to review or investigate, motu

proprio or on its own initiative, any transaction that may result
in substantial lessening or restriction of competition in a
market. Motu proprio means that, even without notification, the
PCC may commence a review of the proposed transaction.

Additionally, an agreement consummated in violation of

compulsory notification requirement 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.

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CHAPTER V
DISPOSITION OF CASES

Section 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

WHAT ARE PROHIBITED MERGERS AND
question, with others of domestic or foreign origin, considering
ACQUISITIONS?
the technological possibilities, extent to which substitutes are
available to consumers and time required for such substitution;
Anti-competitive mergers and acquisitions (M&As) refer to
transactions that substantially lessen, restrict, or prevent
(b) The cost of distribution of the good or service, its raw
competition in the relevant market as determined by the PCC in
materials, its supplements and substitutes from other areas and
the exercise of its power to review such transactions.
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
WHAT ARE THE EXCEPTIONS TO THE PROHIBITION
(d) National, local or international restrictions which limit access OF ANTI-COMPETITIVE M&AS?
by users or consumers to alternate sources of supply or the access
of suppliers to alternate consumers. M&A agreements which substantially prevent, restrict, or lessen
competition may be allowed if the parties are able to prove that
Section 25. Control of an Entity. – In determining the control of (a) the concentration has brought about or is likely to bring
an entity, the Commission may consider the following: about gains in efficiencies that are greater than the effects of any
limitation on competition that result or are likely to result from
Control is presumed to exist when the parent owns directly or the merger or acquisition agreement; or (b) a party is faced with
indirectly, through subsidiaries, more than one half (1/2) of the actual or imminent financial failure and the agreement
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voting power of an entity, unless in exceptional circumstances, it represents the least anti-competitive arrangement among the
can clearly be demonstrated that such ownership does not known alternative uses of its assets.
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; WHAT IS THE RECOURSE IF A PROPOSED M&A IS
FOUND TO BE ANTI-COMPETITIVE??
(c) There is power to appoint or remove the majority of the
members of the board of directors or equivalent governing body; If it finds that the M&A could substantially prevent, restrict, or
lessen competition in the market, the PCC can prohibit the
(d) There is power to cast the majority votes at meetings of the transaction or impose conditions before the transaction can be
board of directors or equivalent governing body; consummated. Alternatively, the merging parties can propose
voluntary commitments meant to curtail the anti-competitive
(e) There exists ownership over or the right to use all or a effects of the transaction. If the Commission accepts these
significant part of the assets of the entity; commitments, then the transaction can proceed, on condition
that the PCC will monitor the parties post-merger to determine
(f) There exist rights or contracts which confer decisive influence if they have complied with those commitments.
on the decisions of the entity.

Section 26. Determination of Anti-Competitive Agreement or

Conduct. – In determining whether anti-competitive agreement or
conduct has been committed, the Commission shall:
WHAT ARE THE EXCEPTIONS TO COMPULSORY
(a) Define the relevant market allegedly affected by the anti- NOTIFICATION?
competitive agreement or conduct, following the principles laid
out in Section 24 of this Chapter; Joint ventures of private entities formed for both solicited and
unsolicited public-private partnership (PPP) projects may be
(b) Determine if there is actual or potential adverse impact on exempted from compulsory notification. The PCC however can
competition in the relevant market caused by the alleged modify or rescind, among others, the transaction value threshold
agreement or conduct, and if such impact is substantial and and other criteria subject to compulsory notification and the
outweighs the actual or potential efficiency gains that result from exceptions or exemptions from the notification requirement.

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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 WHAT IS A RELEVANT MARKET?
or conduct including whether the entity’s conduct was done with
a reasonable commercial purpose such as but not limited to The relevant market refers to the market in which a particular
phasing out of a product or closure of a business, or as a good or service is sold and which comprises two dimensions:
reasonable commercial response to the market entry or conduct of the relevant product market and the relevant geographic market.
a competitor. Each aspect is defined as follows:
Section 27. Market Dominant Position. – In determining whether (1) A relevant product market comprises all those goods and/or
an entity has market dominant position for purposes of this Act, services which are regarded as interchangeable or substitutable
the Commission shall consider the following: by the consumer or the customer, by reason of the goods and/or
services’ characteristics, their prices and their intended use; and
(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 (2) The relevant geographic market comprises the area in which
market; the entity concerned is involved in the supply and demand of
goods and services, in which the conditions of competition are
(b) The existence of barriers to entry and the elements which sufficiently homogenous and which can be distinguished from
could foreseeably alter both said barriers and the supply from neighboring areas because the conditions of competition are
competitors; different in those areas.
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(c) The existence and power of its competitors; The following factors help determine the relevant market:

(d) The possibility of access by its competitors or other entities to  Possibilities of substituting goods and services with
its sources of inputs; other domestic or foreign products, considering
technological possibilities, availability of substitute
(e) The power of its customers to switch to other goods or products to consumers, and the time required for such
services; substitution;
 Cost of distribution of goods and services, along with its
(f) Its recent conducts; and raw materials, and supplements and substitutes from
other areas and abroad, considering freight, insurance,
(g) Other criteria established by the regulations of this Act. import duties, and non-tariff restrictions; the restrictions
imposed by economic agents or by their associations;
There shall be a rebuttable presumption of market dominant and the time required to supply the market from those
position if the market share of an entity in the relevant market is areas;
at least fifty percent (50%), unless a new market share threshold  Cost and probability of users or consumers seeking other
is determined by the Commission for that particular sector. markets; and
 National, local or international restrictions which limit
The Commission shall from time to time determine and publish the access by users or consumers to alternate suppliers,
the threshold for dominant position or minimum level of share in or the access by suppliers to alternate consumers.
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 subsections (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.

Section 28. Forbearance. – The Commission may forbear from

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applying the provisions of this Act, for a limited time, in whole or HOW DOES THE PCC DETERMINE IF A BUSINESS
in part, in all or specific cases, on an entity or group of entities, if CONDUCT IS ANTI-COMPETITIVE?
in its determination:
In determining whether an anti-competitive agreement or
(a) Enforcement is not necessary to the attainment of the policy conduct exists or has been committed, the PCC shall:
objectives of this Act;
 Define the relevant market allegedly affected by the anti-
(b) Forbearance will neither impede competition in the market competitive agreement or conduct, following the
where the entity or group of entities seeking exemption operates principles laid out in Section 24 of the PCA;
nor in related markets; and  Determine if there is actual or potential adverse impact
on competition in the relevant market caused by the
(c) Forbearance is consistent with public interest and the benefit alleged agreement or conduct, and if such impact is
and welfare of the consumers. substantial and outweighs the actual or potential
efficiency gains that result from the agreement or
A public hearing shall be held to assist the Commission in conduct;
making this determination.  Adopt a broad and forward-looking perspective,
recognizing future market developments, any overriding
The Commission’s order exempting the relevant entity or group need to make the goods or services available to
of entities under this section shall be made public. Conditions consumers, the requirements of large investments in
may be attached to the forbearance if the Commission deems it infrastructure, the requirements of law, and the need of
appropriate to ensure the long-term interest of consumers. the Philippine economy to respond to international
competition, but also taking account of past behavior of
In the event that the basis for the issuance of the exemption order the parties involved and prevailing market conditions;
ceases to be valid, the order may be withdrawn by the  Balance the need to ensure that competition is not
Commission. prevented or substantially restricted and the risk that
competition efficiency, productivity, innovation, or
CHAPTER VI development of priority areas or industries in the general
FINES AND PENALTIES interest of the country may be deterred by overzealous or
undue intervention; and
Section 29. Administrative Penalties. –  Assess the totality of evidence on whether it is more
likely than not that the entity has engaged in an anti-
(a) Administrative Fines. – In any investigation under Chapter III, competitive agreement or conduct, including whether the
Sections 14 and 15, and Chapter IV, Sections 17 and 20 of this entity’s conduct was done with a reasonable commercial
Act, after due notice and hearing, the Commission may impose purpose such as but not limited to phasing out of a
the following schedule of administrative fines on any entity found product or closure of a business, or as a reasonable

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to have violated the said sections: commercial response to the market entry or conduct of a
competitor.
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 (PI,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

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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.

Section 30. Criminal Penalties. – An entity that enters into any

anti-competitive agreement as covered by Chapter III, Section
14(a) and 14(b) under this Act shall, for each and every violation,
be penalized by imprisonment from two (2) to seven (7) years,
and a fine of not less than fifty million pesos (P50,000,000.00)
but not more than two hundred fifty million pesos
(P250,000,000.00). The penalty of imprisonment shall be
imposed upon the responsible officers, and directors of the entity.

When the entities involved are juridical persons, the penalty of.
imprisonment shall be imposed on its officers, directors, or
employees holding managerial positions, who are knowingly and
willfully responsible for such violation.

CHAPTER VII
ENFORCEMENT

Section 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 WHEN CAN THE PCC EXERCISE FORBEARANCE?
conduct a fact-finding or preliminary inquiry for the enforcement
of this Act based on reasonable grounds. The Commission, motu proprio or upon application, prior to its
initiation of an inquiry, may forbear from applying the
The Commission, after considering the statements made, or provisions of the PCA and its IRR, for a limited time, in whole
documents or articles produced in the course of the fact-finding or or in part, in all or specific cases, on an entity or group of
preliminary inquiry, shall terminate the same by: entities, if in its determination:

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(a) Issuing a resolution ordering its closure if no violation or

infringement of this Act is found; or  Enforcement is not necessary to the attainment of the
policy objectives of the PCA;
(b) Issuing a resolution to proceed, on the basis of reasonable  Forbearance will neither impede competition in the
grounds, to the conduct of a full administrative investigation. market where the entity or group of entities seeking
exemption operates nor in related markets;
The Commission, after due notice and hearing, and on the basis  Forbearance is consistent with public interest and the
of facts and evidence presented, may issue an order for the benefit and welfare of the consumers; and
temporary cessation or desistance from the performance of certain  Forbearance is justified in economic terms.
acts by the respondent entity, the continued performance of which
would result in a material and adverse effect on consumers or Provided, that forbearance will be granted for a maximum
competition in the relevant market. period of one year. Any extension to the period will have to be
expressly approved by the Commission. Any extension of the
If the evidence so warrants, the Commission may file before the duration of an exemption shall not be longer than one year.
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.

Section 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

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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.

Section 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.

Section 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: Pi’ovided., 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

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waived by these persons.

Any violation of this provision shall be imposed a fine of not less

than one million pesos (PI,000,000.00) but not more than five
million pesos (P5,000,000.00).

Section 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

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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

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preliminary investigation pending before it.

Section 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.

Section 37. Non-Adversarial Remedies. — As an implementing

and enforcement policy, the Commission shall, under such rules
and regulations it may prescribe, encourage voluntary compliance
with this Act and other competition laws by making available to
the parties concerned the following and other analogous non-
adversarial administrative remedies, before the institution of
administrative, civil or criminal action:

(a) Binding Ruling. — Where no prior complaint or investigation

has been initiated, any entity that is in doubt as to whether a
contemplated act, course of conduct, agreement, or decision, is in
compliance with, is exempt from, or is in violation of any of the
provisions of this Act, other competition laws, or implementing
rules and regulations thereof, may request the Commission, in
writing, to render a binding ruling thereon: Provided, That the
ruling is for a specified period, subject to extension as may be
determined by the Commission, and based on substantial
evidence.

In the event of an adverse binding ruling on an act, course or

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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

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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.

Section 38. Contempt. — The Commission may summarily

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punish for contempt by imprisonment not exceeding thirty (30)

days or by a fine not exceeding one hundred thousand pesos (P
100,000.00), 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.

Section 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.

Section 40. ‘Writ of Execution. – Upon the finality of its binding

ruling, order, resolution, decision, judgment, or rule or regulation,
collectively, the Commission may issue a writ of execution to
enforce its decision and the payment of the administrative fines
provided in the preceding sections.

Section 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.

Section 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

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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.

Section 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
The PCA has additional provisions to aid in its enforcement.
nature that may arise in connection with the exercise of their
These include the Leniency program, the Nolo Contendere plea,
powers and performance of their duties and functions.
and non-adversarial remedies.
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
The Leniency Program grants any entity immunity from suit or
proceeding, to which they are made a party by reason of, or in
reduction of any fine which would otherwise be imposed on a
connection with, the exercise of authority or performance of
participant in an anti-competitive agreement in exchange for
duties and functions under this Act: Provided, That such legal
reporting violation and the voluntary disclosure of relevant
protection shall not apply to any civil, criminal, administrative, or
information regarding violations under the PCA prior to or
any action or proceeding that may be initiated by the
during the fact finding or preliminary inquiry stage of the case.
Commission, against such Chairperson, Commissioners, officers,
(Section 35 of the PCA)
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 Any entity charged under Section 14a or 14b can enter a Nolo
Contendere Plea in which he does not accept nor deny
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or compromise, indemnification shall be provided only in responsibility for the charges but agrees to accept punishment as
connection with such matters covered by the settlement as to if he had pleaded guilty. Some parties may choose to enter this
which the Commission is advised by counsel that the persons to plea to avoid further costs in the case and possible liabilities a
be indemnified did not commit any negligence or misconduct. civil suit that could arise from the criminal action. Note this plea
is available only in criminal cases for anti-competitive
The costs and expenses incurred in defending the aforementioned agreement ( Sections 14a and 14b), and only up to arraignment.
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.
Similarly, non-adversarial administrative remedies may be
Section 44. Jurisdiction of the Regional Trial Court. – The resorted to before the institution of administrative, civil or
Regional Trial Court of the city or province where the entity or criminal action. These non-adversarial administrative remedies
any of the entities whose business act or conduct Constitutes the include:
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 Request for binding ruling. Some entities may find it advantageous to
or other juridical entity who knowingly and willfully authorized avail of request for binding ruling from the PCC when it is “in doubt”
the commission of the offense charged, the Regional Trial Court about whether an act or conduct is in compliance with, exempt from,
of the city or province where such corporation or juridical entity or in violation of, the PCA or other competition laws. This applies
conducts its principal place of business, shall have jurisdiction. only to contemplated, not existing, acts and no prior complaint or
investigation has been initiated.
Section 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
 Show cause order. This requires the entity to “show cause” why
completed the preliminary inquiry provided under Section 31.
there is no reason to (a) cease and desist from continuing identified
business conduct; (b) pay administrative fine; or (c) re-adjust business
CHAPTER VIII conduct or practices.

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OTHER PROVISIONS

Section 46. Statute of Limitations. — Any action arising from a  Consent Order. Prior to the conclusion of PCA inquiry, the entity
violation of any provision of this Act shall be forever barred may submit a written proposal for entry of consent order, specifying
unless commenced within five (5) years from: terms and conditions which include, (a)payment of fines; (b) payment
of damages to injured party; (c) compliance report, and (d) other
requirements as the PCC may prescribe.
 For criminal actions, the time the violation is discovered
by the offended party, the authorities, or their agents; and
 For administrative and civil actions, the time the cause of
action accrues.
Section 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

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this section shall be penalized by suspension of at least one (1)

year without pay in addition to other criminal, civil or
administrative penalties.

Section 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: Pi’ovided, 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.

Section 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.

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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.

CHAPTER IX
FINAL PROVISIONS

Section 50. Implementing Rules and Regulations. — Within one

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

Section 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.

Section 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.

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Records of public proceedings shall be made available to the

public subject to Section 34 of this Act.1âwphi1

Section 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
advocac program to inform the general public of the provisions of
this Act.

Section 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.

Section 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

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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 of2001", 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 Quabrty 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.

Section 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.

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Separate and independent civil action (Civil Damages) may be

filed against the subject of investigation after the Commission
has completed preliminary inquiry. On the other hand, the PCC
decision may be appealable to the Court of Appeals, but appeal
shall not stay the ruling or decision. Only the Supreme Court
and the Court of Appeals can issue Temporary Restraining
Orders (TROs) and preliminary injunctions against the
Commission. Exceptions should only be cases of extreme
urgency (e.g., constitutional issue, grave injustice…)

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Transitional Clause

Firms have two years (from effectivity of the PCA) to “cure any
existing business structure, conduct, practice or any act that may
be in violation of the PCA.” This applies if administrative, civil
and criminal proceedings have not already been initiated prior to
the PCA effectivity.

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