'. 
SIXTEENTH CONGRESS OF THE REPUBLIC 
OF THE PHILIPPINES 
.§pttntl' 
(~ffl;r "f 1~. ;!om.lat , 
First Regular Session 
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'13 
SEP -5 P 1 :52 
SENATE 
Senate Bill No, l5 3 6 
INTRODUCED BY SEN. JINGGOY EJERCITO ESTRADA 
EXPLANATORY NOTE 
In cases of corporate mergers, consolidations and acquisitions, including 
the sale of all the assets or the entire business enterprise or a going concern, the 
rules on the liability of the transferee to the employees of the transferor are quite 
confusing. Sometimes, the transferee is liable; other times the transferee is not. 
Some transferees are made to absorb the employees, while others are not. 
As a general rule, except when the creditors are the workers, the 
transferee of a business enterprise that is a going concern, is liable for payment 
of the credits and loans due to the transferor. This bill seeks to equalize the 
status of the workers and other creditors by making the transferee of all or 
substantially all of the assets liable to the workers, but only to the extent that they 
cannot collect from the transferor and only up to the amount of the assets 
transferred. 
Also, in case of the transfer of a business enterprise of a going concern, 
whether at the assets level or at the stock level, the transferee and/or the 
corporation that has a new owner should continue the employer-employee 
relationship. One of the major excuses used to dismiss workers is that the 
corporation now has new owners, or that the company has just been purchased 
or will be bought by another group of owners. 
This bill seeks to make the transferee in certain cases liable for the money 
claims and also compels the transferee to continue .the employer employee 
relationship. 
This bill borrows heavily from Supreme Court jurisprudence on the liability 
of the transferee to the non-employee/worker creditors and to the employees and 
workers. It is very much consistent with the constitutional obligation of the State 
to promote the welfare of workers .. 
Finally, the bill also seeks to make labor relations more predictable and 
harmonious in cases of mergers, consolidations, acquisitions, sales, and leases. 
In view of the foregoing, the immediate passage of the bill is earnestly 
sought. 
OY EJERCITO ESTRADA 
Senator 


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~8}fft;{, i1f HIt' ~trrthu, 
SIXTEENTH CONGRESS OF THE REPUBLIC 
OF THE PHILIPPINES 
) 
) 
) 
'13 
SEP -5 P 1 :52 
First Regular Session 
SENATE 
Senate Bill No. 15 ~ 6 
INTRODUCED BY SEN. JINGGOY EJERCITO ESTRADA 
AN ACT 
PROMOTING THE WELFARE OF WORKERS IN CASES OF MERGERS, 
ACQUISITIONS, CONSOLIDATION, SALE OF ALL OR SUBSTANTIALLY ALL 
ASSETS, BUSINESS ENTERPRISE TRANSFER, OR TRANSFER OF A 
GOING CONCERN AND FOR OTHER PURPOSES 
Be it enacted by the Senate and House of Representatives of the Philippines in 
Congress assembled: 
SECTION 1. Definition of Terms, -
a) 
b) 
c) 
d) 
e) 
f) 
g) 
"Corporation" means those entities organized under the Corporation 
Code or those with briginal charters granted by law; 
"Employer" includes any person acting in the interest of an employer, 
directly or indirectly; 
"Transferor" means the employer which sells or transfers its assets to 
another employer, or one of the corporations that is a party to a 
consolidation, or the corporation which was merged into another 
corporation; 
"Transferee" means the employer which received the assets from 
another employer, or the corporation into which one or more 
corporation was merged, or the consolidated corporation; 
"Merger" is the process by which two or more corporations merge 
into a single corporation which shall be one of the constituent 
corporations. For example, if Corporation A is merged with 
Corporation B, the merged/surviving corporation will shall either be 
Corporation A or Corporation B; 
"Consolidation" is the process by which two or more corporations 
may consolidate into a new single corporation which shall be' the 
consolidated 
corporation. 
For example, 
if Corporation A 
is 
consolidated with Corporation B consolidated corporation shall be 
Corporation C; 
"Lease"- a written agreement in which the owner of property (real, 
personal, intangible) allows use of the property 
for 
a 
specified 
period of time (term) for specific periodic payments (rent), and other 
terms and conditions; 


h) 
"Bargaining Unit"- refers to a group of employees sharing mutual 
interests within a given employer unit, comprised of all or less than all 
of the entire body of employees in the employer unit or any specific 
occupational or geographical grouping within such employer unit. 
SEC. 2. Liability of the transferee for money claims to the employees 
of the transferor. - In cases of mergers, consolidations, acquisitions, sales or 
lease of all or substantially all assets, or business enterprises or going concern 
transfers, the transferee shall be liable for money claims pertaining to the period 
when the transferor corporation was still the employer. 
In cases where the employer is a corporation organized under the 
Corporation Code or one with original charter, the change of stockholders shall 
not affect the relationship between the corporation and its employees. The 
corporation shall continue to be regarded as the real owner and employer. 
SEC. 3. Maintenance of the Employer-Employee Relationship. - In 
cases of mergers, consolidations, acquisitions, sales of all or substantially all 
assets, or business enterprises or going concern transfers, the transferee shall 
have the obligation to continue the employment of the transferor'S employees, 
without loss of seniority rights and other privileges. 
SEC. 4. Recognition of Existing Bargaining Agents. - In cases of 
mergers, consolidations, acquisitions, sale or lease of all or substantially all 
assets, or business enterprises or going concern transfers, where both the 
transferor and the transferee are organized, the appropriate bargaining units and 
the corresponding sale and exclusive bargaining agents (SEBAs) in the 
transferor and the transferee shall be merged. Thereafter, local elections shall be 
held among all of the members of the merged SEBA. 
If either or both the transferee or the transferor are unorganized, both 
bargaining units shall be merged and a petition for certification election may be 
filed only by any legitimate labor organization existing in either establishment at 
the time of the merger, consolidation, acquisition, sale of all or substantially all 
assets, or business enterprises or going concern transfer. Should there be no 
legitimate labor organization existing in either establishment at the time of the 
merger, consolidation, acquisition, sale or lease of all or substantially all assets, 
or business, enterprises or going concern transfer, any legitimate labor 
organization (LLO) may file a Petition for Certification Election (PCE). 
Those employees who are part of the bargaining unit of merged, 
consolidated, joined bargaining units, or other similar fusion are eligible to join 
the union, or may be compelled to join as provided for by law and the collective 
bargaining agreement (CBA). Those who legally opt not to join shall be assessed 
agency fees. 
SEC. 5. Effect on Collective Bargaining Agreements - In case of a 
merger, consolidation, acquisition, sale of all or substantially all assets, or 
business enterprises or going concern transfer, where the transferee and 
transferor bargaining units have their own CBA's, the said CBA's shall likewise 
be merged. In case of conflict, the those provisions which are more favorable to 
workers shall prevail, as determined by the majority of the workers. 


SEC. 6. Applicability - This law shall apply to both corporations with 
original charters as well as those organized under the Corporation Code. Each of 
the terms and conditions of employment in the transferee, transferor, merged, or 
consolidated employers shall be deemed incorporated in the terms and 
conditions of the merged, consolidated or transferee corporation. In case there is 
a conflict with the different terms and conditions, those which are more favorable 
to the employees shall prevail. 
SEC. 7. Implementing Rules.- The Secretary of Labor and Employment 
shall issue the pertinent rules with regard to this Act, including but not limited to, 
the administration of union funds, the administration of collective bargaining 
agreements CBAs, 
SEC. 8. Separability Clause. - If any provision of this Act, or any parts 
thereof, is declared unconstitutional, the same shall not affect the validity and 
effectivity of the other portions. 
. 
SEC. 9. Repealing Clause. - All laws, executive orders, presidential 
decrees, proclamations, rules, regulations, issuances and enactments of parts 
thereof inconsistent with this Act are hereby repealed or modified accordingly. 
I. ' 
• 
SEC. 10. Effectivity. - This Act shall take effect after fifteen (15) days 
from its complete publication in the Official Gazette or in a newspaper of general 
circulation in the Philippines, whichever comes earlier. 
Approved,