=F NESE
f ceen
fs Regen

Republic of the Philippines
HOUSE OF REPRESENTATIVES
CONGRESS OF THE PHILIPPINES

Quezon City, Metro Manila

10 JUL 2015

SIXTEENTH CONGRESS
First Regular Session

1281

House Bill No.

Introduced by Honorable REYNALDO V. UMALI

EXPLANATORY NOTE

Seetion 19, Article XI of the 1987 Constitution provides:

2 “The State shall regulate ov prohibit monopolies when ti
public interest so requires. No combinations in restraint of trade or

Hair competition shall be allowed.

ection 22,

As proof of the importance of this Constitutional mandate,
Article NU encourages the promulgation of legiskition that would impose civil
and criminal sanctions against those who circumvent or ne

te this principle

Section 22, Acts whi

ich circumvent or negate any of the
if be considered inimical to the national ‘
ject to criminal and civil sanctions, ax may be

provisions of thiy Article sh

futerest und sw
provided

ae

Aithough previous legistations have been passed pursuant to this
Constitutional mandate, the increased deviousness and complexity of schemes in
perpetuating, monopolies, untir competition, and price manipulation in the tree
market necessitates an equally sophisticated legislation that would effectively
address these concerns

Developed countries use

wnti-ust regulations to maintain competition
efficient working market economy and modern denweracy. “The

cy, usually a statutory authority,
sometimes called the economic regulator, which oversees and enforces

edmpetition regulator is a government

vompetition Laws, and may sometimes also entorce consumer protection laws.
Many nations implement competition laws, and there is general a
acceptable stanc
competition pol

urement on
ivior. The degree to which counties enforce thy
y does vary substantially, with the United States gener
the most strict competition laws and enforcement

ally
regarded as havil

Philippine

npetition law must be a law of general application,
addressing, all sectors of the economy. Exemption:

trom its application may be
allowed if they do not limit competition or are based on sound econamic


principles, and are aimed at facilitating legitirhate economic activity
Competition law should contain provisions explicitly prohibiting busin
practices that are clearly against economic efficiency and consumer welfare.

Competition regulators may also regulate certain aspects of mergers and
acquisitions and business alliances and regulate or prohibit cartels. and
monopolies, Competition, through its distributive, allocative and incentive
functidns, can stop undue concentration of economic power and the consequent
concentration of political power in the economic elite who use their economic
and political powers to have their inefficiencies subsidized by the majority of
the population. The current laws for fostering competition in the Philippines are
inadequate to stop the deleterious effects of anti-competitive structures and
behavior in the market. Despite the large number of laws and their varied
nature, competition has not been fully established in all sectors of the economy,
nor has existing competition in other sectors of the market been enhanced
These laws have been hardly used or implemented as may be seen in the lack of
litigated in court or if ever a case is filed, in the successful prosecution of
the culprit. Given the large number of enforcement agencies, responsibility is
- too diffused and accountability for implementation of the laws is hard to
pinpoint. There is also a lack of expertise in the appreciation and
implementation of competition laws that rely heavily on economic thought,
techniques of analysis, and value preferences as tools of enforcement.
Identifying a single specialized agency under a specilic competition law, with
the necessary expertise and authority to oversee the enforcement of competition
laws is'a crucial first step.

cas

This bill therefore proposes to penalize combinations or conspiracies in
restraint of trade and all forms of artificial machinations that will injure, destroy
or prevent free market competition. It also seeks to strengthen and give more
powers to.ihe National Consumer Affairs Councit created under Republic Act
No. 7394 or the “Consumer Act of the Philippine.”

In view thereof, carly conside
earnestly sought

ation and approval of this bill is most

EYNALDO V. UMALI
Representative, 2™ District
Oriental Mindoro


Republic of the Philippines
HOUSE OF REPRESENTATIVES
CONGRESS OF THE PHILIPPIN

Quezon City, Metro Manila

SIXTEENTH CONGRESS
First Regular Session

House Bill No. __ 12 81

Introduced by Honorable REYNALDO V. UMALI

AN ACT

IS, ATPEMPT "TO MONOPOLIZE AN
INDUSTRY OR LINE OF COMMERCE, MANIPULATION OF PRICES
OF COMMODITIES, ASSET ACQUISITION AND INTERLOCKING
MEMBERSLUPS LN TEE BOARD OF DIRECTORS OF COMPETING
CORPORATE BODIES AND PRICE DISCRIMINATION AMONG
CUSTOMERS, — PROVIDIN: PE REBFOR AND
GRANTING ADDITIONAL POWERS AND FUNCTIONS TO TL
NATIONAL CONSUMER AFFAIRS COUNCIL AND FOR OTH
PURPOSES

PROHIBITING MONOPOLL

Be it enacted by the Senate ant House of Representatives of the Philippines in
Congress uxsembled.

SECTION |. Short Title. — Th

Act shall be known as the “Philippine

tai-Truse let.”

SEC. 2. Decturation of Policy. — \t is the policy of the State to maintain

and enhance free and Jull competition in trade, industry and all commercial

eeonol

activity and 1 penalize all forms of unfair trade, anti-competitive
conduct and combinations in restraint of trade in order to improve consumer

wellare.

SEC. 3. Scope and Limitations. — This Act shall apply to all areas of

trade, industry and commercial economic activity and the use of intellectual

property in such manner as to cause the anti-competitive effects prohibited

he

1. This Act shall not derogate the direct enjoyment of the privileges and

protections conferred by Republic Act No, 8293, otherwise known as the

“hutetiectual Property Code of the Philippines," and. other laws. protecting

intellectual propery, including inventions, indus

rial mode

» trademarks and

Neither shall this Act apply to the combinations or activities of


workers or employees, nor to agreements or arrangements between two or more

employers, when such combinations, activities, agreements or arrangements are

designed pect of conditions of

dlely to facilitate collective bargaining in res

employment «

sic Definition of Terms. As used in this Act

4) Competition” refers to the process by which economic agents.
acting independently in a market, limit each other's ability to control the

conditions prevailing, in that market: :

by “Council” refers to the National Consumer Atiairs Council created

under Republic Act No. 7394, otherwise known as the “Constner Act of the

Philippines? .

©) “Gooxs” reter to all property, tang

jc und intangible, and services;

vket” means a collection of goods that are capable of being
substituted for each other and that buyers are or would be willing to substitute,
and a specilic territory, which may extend beyond the borders of the Republic of
the Philippines, in which are located seliers among whom buyers are or would

be willing to substitute from whom they would buy; and

©) “Person” includes not only individual but also corporations,

part

Hips, Hose

wions and other juridical persons existing under or
authorized by the laws of the Philippines or by the laws of any foreign country
SEC. 5. Dominant Position, ~ A tm shall be deemed to have a

dominaiit position if, acting on its

own, it can profitably and materially cesteain

or reduce competition in a mar

et for a significant period of time.

purposes of this Act, “firm” shall refer to any natural or legal person,

governmental body, partnership or

sociation in any form, engaged direetly or

indirectly in economic activity. Two firms

one of which is controlled by the
other, shall be tr

ated as one firm. ‘Two or more firms that are controlled by @

single firm shall be weated

one firm. ‘The Council shall, from time to time,

adopt a

ular setting of what constitutes control.
+ SEC. 6. Safe Harbor, ~ A firm shall not be deemed to have a dominant
position unless ity shure of the relevant market exeeeds the percentae set by

faw. A tiem havin ma

et share exceeding # piercentaye set by Jaw, may ot


may not be found to be dominant, depending on the economic situation in that

mark

SEC. 7, Balancing Efficiencies. ~ \ prohibited agreement under this Act
may nevertheless be permissible and alowed by the Council if said agreement

is brought about, or is likely to bring about gains in real, as opposed to merely

pecuniary, efficiencies that; (a) are greater than or more than offset the effects of

any ‘limitation on competition that result or are likely to result trom the

agreement; or (b) the well-being of the consu

cr ig expected to be enhanced as
aresull of the a

SE

wement

28. Concentrations. A concentration shall be deemed to arise
wwhen: (a) two or more previously independent firms merge, amalgamate or

combine the whole or a patt of their business; or (b) one or more natural or legal

persons already controlting st least one firm, acquire, whether by purchase of
securities or assets, by contract or by other means, direet or indirect control of
the whole or parts of one or more firms

SEC. 9. Prohibited Concentrations. Concentrations that will
significantly limit competition as may be determined by the Council are

prohibited.

+ Sk

10. Permissible Concentrations. ~ Concentrations shall be allowed
by the Couneil where the parties establish that; (a) the conecntration has brought
about or is likely to bring about gains in real, as opposed to merely pecuniary,
efficiencies that are greater than or more than offset the effects of any timitation
‘on competition that result or are likely to resull from the concentration; or (b) a

patty lo the concentration is faced with actual or imminent financial failure, and

the concentration repr

sents the least anti-competitive arrangement among, the
known alternative uses for the tailing firm's assets.

SE

“11. Burden of Proof. The burden of prool under Section 10 lies

with the parties seeking, the exemption,

A party seeking ( rely on the exemption specified in Section 10 must
demionst

te that if the conceattation were not consummated, it is not likely that
the relevant real cliieney gains would be realized by means that will limit

competition to a lesser degree than the concentration.


‘A party seeking to rely on the exemption must: (a) demonstrate that

reasonable steps have been taken within the recent past to identify alternative
purchasers for the tailing firm’s assets; and (b) fully describe the results of that
search.

SE

12. Compulsory Notification, ~ Parties to an agreement that will
produce a concentration larger than the minimum size as may be provided in the

lementing rules and regulations that will be issued by the Council are

prohibited from consummating such concentration until thirty (30) days after

tion to the Council, in the form containing the information

the rules and regutations issued pursuant to Section 16 of thi

Act. An agreement consummated in violation of this requirement shall be
considered void and shall subject the parties to the corresponding penalties.

Sh

13. Additional Information, ~ ‘The Council may, in writing,
requeyt the parties to the agreement for additional information before the
expiration of the thirty (30) day period referred {0 in Section 12 of this Act. The

iss

vance of such a request has the effect of extending the'period within which.
the concentration may not be consummated for an additional thirty (30) days,

beginning on the day after substantially all of the requested inf

rmation is

supplied to the Council
SEC, 14, Voluntary Notification, — Parties to an agreement who are not

subject to the notification requirement in Section 12 of this Act may voluntarily

notity and, if they do so, be subjected to the same procedure, restrictions and
rights as are applied to cases of compulsory notification.

SEC

15. Biffect of Notification. ~ \f, belore consummation of a
eoncentration, the Council determines that such concentration is prohibited and

do.

not quality for exemption under this Act, the Council may
a) Prohibit consummation of the concentration;

b) Prohibit consummation of the concentration uni

and until it is
moditied by chang.

Ss specified by the Council; or .
c) Prohibit consummation of the concentration unless and until the

pertinent party or parties enter into legally enforceable agreements specified by
the Couneil


. SEC, 16. Anti-Trust Powers and Functions of the National Cousianer

Affairs Council, ~The Council shall:

a) Adopt and publish regulations stipulating:

1) ‘The minimum size of concentrations subject to the notification

requirement of Section

2) The information that must be supplied for notified concentrations;

3) Exceptions or exemptions from the notification requirements of
Section 12 for specified types of concentrations; and

4) Other rules relating to the notification procedures in Sections 12,

13 and 14 hereof

b) Determine within three (3) years after consummation that either a
notified concentration or a notified concentration in which the provisions of
Sections 12 to 14 are not fully complied with has ted or will probably lead to a

significant limitation of competition and does not quality for exemption set out in

_ Section 10 of this Act, If itso determines, the Couneil may:
1) Undo the concentration by dissolving it into its individual
elements; .
2) Require other modifications of the concentration, including sale of
8 portion of its operations or assets; or

3) Require the surviving firm or firms to enter into legally enforceable

agreements specified by the Council and designed to reduce ot

minate the competition limiting effects of the concentration.
©) Enforce and effectively administer the provisions of this Act and
other fair trade laws, subject fo the powers vested in the courts and other

administrative agencies under this Aet;

) Undertake and prepare industry studies to determine industry

uctures, and the state of competition and competitiveness of Philippine

industries, and collate, compile, distribute and dissemin:

fe resource materials on
. competition policy, with the end in view of creating @ national database on

competition;
©) Conduct workshops and seminars, inforntation campaigns for the

public and train or develop a pool of experts on competition;



stance to the Philippine delegations to

{) Extend technical a

intemational bodies and meetings in regard to trade and competition law and
policy;

@) Dratt and recommend proposed administrative and legislative
measures for respective consideration and adoption by the executive or
legislative branch of government;

h) Make

uubmissions to the government authorities engaged in designing

nin

or administering legislations or regulations which could affect competitis
any market in the Philippines, intervene in hearings and proceedings held with

regaril to the adoption or administration of such laws or regulations, and publish

such submissions and interventions without divulging confidential information;
i)

reglilations issued pursuant thereto, by conducting a formal investigation,

and

iministratively adjudicate violations of this Act and rules

independent of the corresponding criminal and civil action for said violations;
j) Conduct its own administrative investigations;
k) Initiate or institute the appropriate civil action or proceeding before

the proper court or administrative ageney in the implementation of the

provisions of this Act and other

ir trade laws

r restrain any threatened

violations thereof;

1!) Institute the appropriate information and prosecute criminal eases for

any and all violations of this Act and other fair trade laws after conducting a
preliminary investigation motu proprio or upon complaint of any person, when
there is sufficient ground to engender a well founded belief that the violation
complained of is being or has been committed, arid institute the appropriate
action for the recovery of civil liability in accordance with the Rules of Court;

m) Recommend the amendment of existing franchises when, based on its
own evaluation, the same has adversely aflected the growth of the relevant
market or industry; .

n) Require any person, firm, entity or association to submit to it
periodically or whenever necessary, such report, data, information, paper ot

document in such form as may be pr

cribed by the Council;

0) Request the different government agencies for assistance in obtaining

dinformation necessary for the proper discharge of its responsibilities under this


Act, and examine, if necessary, the pertinent records and documents in the
possession of such government agency;

p) Promuigate such rules and regulations as may be necessary to
implement the provisions and intent of this Act which shall take effect fifteen

(15) days following their publication in at least wo (3) newspapers of general

circulation or in the Official Gazette; and

) Perform stich other functions as it may deem appropriate tor the
proper enforcement of this Act.

SEC. 17. Administrative Adjudication. ~ As soon as formal charge is
filed with the Couneit and even prior to the commencement of the formal
investigation, the Council may moru proprio or upon veiified application of any
person, issue preliminary order prohibiting firms from carrying on the anti-

competitive or unfair practices referred to in this Act dnd, if necessary, require

such firms to lake other specified actions to eliminate the harmful effects of such

tices and to ensure against recurrence of such practices. Before issuing any

order, the Council shall be satisfied that the proposed measures are urgently

required to avoid serious, imminent and irreparable harm to the economic

interests of the Philippines, as expressed in this Act. Where the effectiveness of

the order will not thereby be prejudiced, the Council may permit the firms to
present their views regarding the proposed order. The Couneil shall provide by

rules and

egulations the procedures and restrictions for the issuance of such
preliminary orders, 7
All preliminary orders may, under this Section, lose effect twenty one

(21) days afier they are issued, unl

enewed by express decision of the
Council
Upon its decision becoming final and executory, the Council shall, on its

own initiative or upon motion of the winning party, issue a writ of execution.

The Council shall deputize the Philippine National Police, National Burau of

Investigation or Armed Forces of the Philippines in the enforcement of any of its
decisions and orders, Orders and decisions issued under th

‘appealed to the pertinent appellate court but do not Jose their effect pending the

is Section may be

outcome of the appeal


The imposition of administrative penalties in the formal investigation is

ninal action or

Without prejudice to the imposition of penalties in the
judgment in the civil action

SRC. 18. Administrative Investigation, ~ ‘The Council shall conduct its
own administrative investigation for the purpose of obtaining information
relative ( any activity that constitutes any past or present violation of this Act

ind other fair trade laws. Administrative investigation may also be conducted

for the purpose of gathering and compiling, trade information relative to the
nature, organization and resources of any person, firm, entity or association
doing business in or with the Philippines or a Philippine firm by determining
and evaluating the practices, acts, methods, schemes, arrangements and other

wradé conditions prevailing in an

dustry,

The officials authorized to conduet the preliminary or administrative

investigation, including formal investigation for purposes of administrative
adjudication shall have the power to administer oaths, issue subpoena duces

Jecum (o compel the attendance of witnesses and the production of necessary

papers and documents, and to punish direct and indirect contempt as provided
under the Rules of Court.

SEC. 19, Periodic Inspection. — 'Vhe Council shall periodically conduct
aan inspection of any of the following:

ay

op, laboratory, establishment, -store, warchouse, any
means of tansportation, and the like;
b) Papers, documents and records found in such factory, shop,

laboratory, establishment, store, warehouse, any meal

of transportation, and

the tikes

c) Equipment, finished or unfinished products, raw materials,
containers, labeling and other pertinent properties found in such factory, shop,
laboratory, establishment, store, warehouse, any means of transportation, and
the likes and 2

4) Activity being undertaken in such factory, shop, laboratory,

establishment, store, warchouse, any means of wansportation, and the lik

whieh may be neces

wy to determine violation or which may aid in the


enforcement of this Act, other fair trade laws, or rules aad regulations issued

pursuant thereto,

The officials authorized to conduct said inspection may obtain a

reasonable quantity of samples of the properties, except equipment, mentioned

of the place

or

in paragraph (c), to take pictures or video tap
mentioned in paragraphs (a) and (¢) and secure copies of the papers mentioned

in paragraph (b).

All acts authorized under this Section shall be conducted at reasonable

promptness, in a professional manner and without undue disturbance to any

legitinjate work or activity being undertaken inside the premises. Receipts shall

be issued for samples which may thereafter be so obtained,

SEC. 20. Advance Ruling. ~ Parties may apply to the Couneil for
advahce ruling, binding on that office, regarding eligibility for exemption, If it
chooses to grant an advance ruling, the Council may include specified
conditions and requirements in its ruling. ‘The advance ruling shall by its terms

exist for a specified period of time.

Advance rulings may be renewed upon application by the parties, An

advance ruling may be revoked or modified if

a) A significant change in circumstances has occurred since the ruling;
b) ‘The applicant infringed a condition or a requirement specitied in the

ruling;

©) ‘The decision to grant the ruling was materially influenced by

inaccuyate, fraudulent or misleading data; or

d) ‘The applicant abused the exemption granted to it

The

Council shall ai

range for the publication of its advance ruling without

divulging any confidential infor

nation,

SEC. 21. Rules on Confidentiality and Conflict of Interest. Ofticials
of the Council, as well as their agents and consultants, shall maintain the
confidentiality of all business, commercial or official information of which they

become aware during the course of their official activiti

S, except that which is

otherwise public. Disclosure of such confidential information may occur in the

course of administrative or judicial proceedings arising under this

oiberwise as permitted by a court of competent jurisdiction


All members of the Council shall inform the Office of the Chairman of
eld by

the Council of any position held or activity carried out in an economic
the member, including all agents thereof, ‘The Chairman shall lake all necessary
steps to ensure that there is no conilict of interest arising from such positions or

tivities, including requiring that such positions are resigned or activities cease.

SEC. 22. Control. — Por the purpose of this Act, control is defined as the

ship or the

ability to materially influence a firm, in particular, through: (a) own
right to use all or part of the assets of an undertaking; or (b) rights or contracts
which conter decisive influence on the composition, voting or decisions of the

organs of a firm.

+ SEC. 23. Unfair Competition. — Uniair compet s_ prohibited,
including:

a) Distribution of false or misleading information which is eapable of
harming the business interests of another firm;

b) Distribution of false or misleading information to consumers,

including the distribution of information lacking a reasonable basis, related to

the price, character, method or place of production, properties, suitability for use

or quality of goods;

¢) False or misleading comparison of goods in the process of

advertising:

d) Fraudulent use of another's trademark, firm name, or product

labéling or packaging;

¢) Unauthorized receipt, use or dissemination of confidential scientific,

technical, production, business or trade information; or

8) Collusion in business practices that are clearly against economic

efficiency and consi

mer welfare, such as price fixing, bid rigging, restriction of

‘output and market shares and allocation of geographic markets and customers.
Shi

24. Restraint of Trade and Price Manipulation. — Lvery
agreement or contract, combination in the form of trust or otherwise, or
conspiracy, expressed or implied, in restraint of wade or commerce inside the
“country or with foreign nations or foreign territories, are, hereby declared illegal.

It shall be unlawful for any person to ente

into, or lo make, or to be a

party to any such contract or combination or conspiracy, and any such person


shall be deemed guilty of an offense: Provided, That nothing in this Act shall
render illegal, any agreement or contract prescribing minimum price for the
resale of a commodity which bears or the label or container of which bears, the
trademark, brand, or name of the producer or distributor of such commodity and
which is in free and open competition with commodities of the same general
class produced or distributed by others: Provided, further, That the preceding

proviso shall not make lawful any agreement of contract, combination or

conspiracy providing for the establishment or maintenance of minimam resal

on any commodity herein involved, between manufacturers, or between

p

producers, or between wholesalers, or between brokers, or between factories, or

nis, firms or corporations in competition with

between retailers, or between pe!

each other
SEC. 25. Monopoly or Attempt to Monopolize. ~ \t shall be unlawful for
any person to monopolize, or attempt to monopolize, of to combine or conspire,

expressly or impliedly, with any other person or persons, to monopolize any part

of the (rade or commerce within the country, or with any foreign country or

territory, and any such person shall be guilly of an offense. Nothing in this Act

shall render unlawful the right of a patent holder or a copyright holder to enjoy
the benefit of its patent or copyright duly registered in the Philippines or in any

fore’

n country,
26. Unlawful Pri

any person engaged in commerce, in the course of such commerc:

SE

¢ Discrimination. ~ a) It shall be unlawful for

either

sof

directly oF indirectly, to discriminate in price beuween different purchas
commodities of like grade and quality, where either or any of the purchasers
involved in such discrimination are in commerce, where such commodities are

sold for use, consumption, or resale within the Philippines, and where the eflect

of such discrimination ma

y be substantially to lessen competition or tend to

ereate & monopoly in any line of commerce, or to injure, destroy, oF prevent

competition with any person who either grants or knowingly receives the benefit
of such discrimination, or with customers of either of them: Provided, That
nothing herein contained shall prevent differentials which make only due

allowance for differences in the cost of manufacture, sale, or delivery resulti

iB
com the differing method or quantities in which such commodities are to such


purchasers sold or deli

red: Provided, however, That the Secretary of Trade

and Industry in the case of non-agricultural commodities may, after due notice

to all interested parties, investigation and hearing, fix and establish quantity
limits, and revise the same as the Secretary finds necessary, as to particular

or classes of commodities, where a

ailable purchasers in greater

commodities
quantities are so few as 10 render differentials on account thereof unjustly

discriminatory or promotive of monopoly in any line of commerce within the

jurisdiction of the Department of Trade and Industry.

‘The foregoing shall not be construed to permit differentials based on

ed and established: Provided,

differences in quantities greater than those so fis

That nothing in this Aet shall prevent persons engaged in selling goods, wares,
or merchandise in commerce from selecting their own customers in bona fide

transactions and not in restraint of wade: Provided, further, That nothing in this

Act shall prevent price changes fiom time to time in response to chang’

ng

conditions affecting the market for or the marketability of the goods, such as but

not limited to actual or imminent deterioration of perishable goods,

obsolescence of seasonal goods, distress sales under court process, or sales in

ood faith in discontinuance of business of the goods;

b) Jt shall be unlawful for any person engaged in commerce, in the

course of such commen

to pay or grant, or to receive or accept, anything of
value as a commission, brokerage, or other compensation, or any allowance or

discount in lieu thereof, except for services rendered in connection with the sale

or purchase of

ods, wares, or merchandise, either torthe other party to such

wansaetion or to an agent, representative, or other intermediary therein where

such intermediary is acting in fact for or in behalf, or is subject to the direet or
indirect control, of any party to such transaction other than the person by whom
such compensation is so granted or paid;

©) It shall be unlawful for any person engaged in commerce to pay or
contract for payment of anything of value to or for the benefit of a customer of
such person or in consideration for any services or facilities furnished by or

through such customer in connection with the processing,

handling, sale, or

offering for sale of any products or commodities manufactured, sold, oF offered

for sale by such person, unless such payment or consideration is available on



proportionally equal terms to all other customers competing in the distribution
of such produets or commodities.
4d) it shall be unlawful for any person to discriminate in favor of one

purchaser against another purchaser or purchasers of x commodity bought for

Je, with or without processing, by contracting to furnish or furnishing, or by

re:

ilities connected with the

contributing to the furnishing of, any services or fa

processing, handling, sale or offering for sale of such cammodity so purchased

upon terms not accorded to all purchasers on proportionally equal terms;

e) It shall be unlawful for any person engaged in commerce, in the

imination in

course of such commerce, knowingly to induce or receive a dis

price which is prohibited by this Act; and

int under this Act,

+ 1) Upon proof being made, at any hearing on a comple
that there has been discrimination in price or services or facilities furnished, the

ification

burden of rebutting the primacfacie case thus made by showing ju

shall be upon the person charged with a violation of this Act, and unless

justification shail be aftirmatively shown, the Secretary of Trade and Industry is

authorized to issue an order terminating the discrimination: Provided, however,

That nothing in this Act shall prevent seller rebutting the prima-facie case thus

made by showing that the lower price or the furnishing of service or facility to
any purchaser or purchasers was made in good faith tp meet an equally low

price of a competitor, or the service or facility furnished by a competitor
2°. 27. Prohibited s

ripulations in Lease or Sales Contracts. ~ 1 shall

be unlawful for any person engaged in commerce, in the course of such

comme

, to Lease or make a sale or contract for the sale of goods, ware,

merchandise, machinery, supply, or other commodity, whether patented or

unpatented, for use, consumption, or resale within the Philippines, of tix a price

charged therefor, or discount from, or rebate upon, such price, on the condition,

agreement, or understanding that the lessee or purchaser shall not use of deal in

the goods, ware, merchandise, machiner

. supply, or other commodity of a
competitor or competitors of the lessor or seller where the effect of such lease,
sale, or contract for sale or such condition, agreement, of understanding may be

to léssen competition or tend to create a monopoly in any line of commerce.


din

n engage

Prohibited Stock or Asset Acquisition. ~ No pers

commerce or in any activity alfecting commerce shall acquire, directly or

indirectly, the whole or any part of the stock or other share-capital or the whole

or any part of the assets of another person engaged also in commerce or in any

of commerce or in an of the

activity affecting commerce, where in any lin: pa
county, the effect of such acquisition may be substantially to lessen competition
or fend to exeate a monopoly.

SEC. 29, Prohibited Grant of Pre

jes or Voting Rights. ~ No person

shall acquire, directly or indirectly, the whole or any part of the stock or other

i, nor

share capi all any person acquire the whole or any part of the as
éne or more persons engaged in commerce or in any activity affecting
commerce in the country or in any part of the country, where the effect of

acquisition of such stock or assets, or of the use of such stock by the voting or

granting of proxies or otherwise, may be substantially to lessen competition, or
tend-to create a monopoly %
This prohibition shall not apply to persons purchasing such stock solely

for investment and not using the same by voting or otherwise to bring about, or

in attempting to bring about, the substantial lessening of competition. Nor shall
anything in this Act prevent a corporation engaged in commerce or in any
activity affecting commerce from causing the formation of subsidiary
corporations for the actual carrying on of their immediate awful business, or the

natural and legiti

te branches or extension thereof, or from owning and

holding all or pai

of the stock of such subsidiary corporations, when the effect

pf such formation is not to

ubstantially lessen competition.

Nothing contained in this Section shall be held to affect or impair any
ight heretofore legally acquired or be held or construed to authorize or make
anything prohibited or made illegal by any anti-trust law of the Philippines,
particularly Article 186 of the Revised Penal Code of the Philippines, nor
exempt any person from the penal provisions thereof or the civil remedies
provided theretor, if'any.

+ SEC. 30. Prohibited Board Memb

hips. ~ No person shall be a
director in any two or more corporations engaged in whole or in part in

commerce in the Philippines at the same time, other than banks, banking


assoviations, investment companies, and trust companies, if such corporations

virtue of their business and location of operation,

are or shall have been, by

eliminate competitors, so that the elimination of competition by agreement
between them would constitute a violation of any provisions of this Aet or any
anti-trust law of the Philippines, particularly Article 186 of the Revised Penal
Code of the Philippines.

SEC. 31, Exemption of Labor, Agricultural, or Horticultural
Organizations, ~ The labor of a human being is not a commodity or article of
commerce, Nothing contained in this Act shall be construed to forbid the
existence and operation of any labor, agricultural or horticultural organizations

instituted for purposes of mutual help and not having capital stock or conducted

for profit, or to forbid or restrain individual members of such organizations from
lawfully carrying out the legitimate objects thereof, nor shall such organizations
‘or the members thereof be held or construed to be illegal combinations or
conspiracies in restraint of trade under this Act

+ SEC. 32. Penalties. — a) Any person who shall violate Section 9, 24 or
25 of this Act shall, for each and every such violation, be punished by a fine not

exceeding One million pesos (<i1,000,000.00) if a nitural person and ‘Ten

million pesos (110,000,000.00) if a corporation or association, or by

imprisonment not exceeding five (5) years, or both such fine and imprisonment,

in the discretion of the court;

b) Any person who shall violate Sections 26, 27, 28, 29, 30 or

‘combination of

ich sections of this,

ct shall, for each-and every violation, be
Punished by # fine not exceeding Five million pesos ((15,000,000.00), or by
imprisonment not exceeding three (3) years, or both such fine and
imprisonment, in the discretion of the court;

+ In all cases, if the offender is an a:

sociation, corporation or any other

juridical person, the penalty shall be imposed on the chief operating officer,

president, secret

Y, treasurer, or any other person responsible for the violation,
If the offender is an alien, he shall, after service of sentence, be deported
immediately without further proceedings in the Bureau of Immigration
SEC. 33. Imposition of « Higher Penalty. ~ If the act commited is
punishable both under Article 186 the Revised Penal Code and this Act, the


ions of the Revised Penal Code or under the

penalties imposed under the provi

provisions of this Act, whichever is higher, shall be imposed.

SEC. 34. Exetusion of Civil Action from Criminal Action, ~ ‘The
institution of a criminal action under this Act against a defendant shail not be
deemed to include any claim for damages in favor of any person that may have
suffered any monetary injury because of any violation of this Act

SEC. 35. Ci

il Action for Monetary Injury. — In addition to the penalties

ptovided in Section 32 of this Act, any person whose, business or property

fers monetary injury by reason of any prohibited acts under Sections 9, 24,

26, 27, 2:

29 or 30 of this Act may institute a separate and independent civil
action, irvespective of the amount involved in the controversy, against the

defensant or defendants and shall reeover threefold of the monetary injury

sustained and the cost of suit, including a reasonable attomey’s fee.

‘The complaint tor the civil action may be filed or instituted in the

Regional Trial Court where the defendant or any of the defendants resides or is
found or has an agent, or in the Regional Trial Court wheye the plaintiff resides

Any complaint for civil action that may be filed or instituted against a defendant

to recover monetary injury suffered as a consequence of a violation of this Act
shall be exempted from the payment of any filin
SE

°. 36. Government Civil Action. ~ In addition to any criminal action

that may be instituted against any defendant or defendants for any violation of

this Act, the Seeretary of Justice may bring a civil action in the name of the
Republic of the Philippines, as parens patria, on behalf of any natural person
residing in the Philippines, in any Regional ‘Irial Court having jurisdiction over
the defendant, to secure treble damages for any monetary injury sustained by
such person by reason of any violation of this Act, plus the cost of suit and a

reasonable attorney’s fee.

Justice under this Act in the

Any civil action brought by the Secretary 0
name of the Republic of the Philippines, as parens patriae, shall likewise be

exempted from the payment of any filing fee.

SEC. 37. Determination of Monetary Relief. ~ In the event of successful

civil action brought by the Secretary of Justice, the Regional Trial Court having

jurisdiction over the case shall exclude from the amount of the monetary relief


awarded in such action, the amount: (1) which duplicateS amounts of monetary
relief that have been awarded for the same injury, or (2) which is properly
allocable to natural persons who have excluded their claims from the eivil action
instituted by the Secretary of Justice in the name of the Republic of the
Philippines, and to any business entity

SEC. 38. Notice by Publication. — In any civil action brought in the name
of the Republic of the Philippines, as parens patriae, the Secretary of Justice

ner as the Regional ‘Trial Court havir

shall, at such times and in such mé

jurisdiction may direct, cause notice thereof to -be given by publication.

However, if such Regional ‘Trial Court finds thal notice given solely by

publication would deny due process of law to any person or persons, that court

ct further notice to such persons according to the circumstances of the

non whose behalf a civil

‘C. 39, Exclusion from the Suit.~ Any pe
action has been brought by the Secretary of Justice under this Act in the name of
the Republic of the Philippines, as parens patriae, may elect to exclude from
adjudication the portion of the claim of the Republic of the Philippines for
monetary relief attributable to him by filing notice of such election with the
Regional Trial Court having jurisdiction over the civil action within such time as
specified in the notice given,

SEC. 40. Effect of Final Judgment. — he final judgment in an action
brought by the Secretary of Justice under this Act in the name of the Republic of
the Philippines, as parens patriae, shall be res judicata as to any claim by any
person on behalt of whom such action was brought and who fails to give the

hotice of election under Section 39 of this Act within the period directed and

specified by the Regional Trial Court having jurisdiction of the case in

accordance with Section 35 of this Act.

SEC. 4L. Suit to Recover lis Own Damages. ~ Whenever the Republic of

the Philippines is injured in its business or property by reason of anything
forbidden or rendered unlawful in this Act, it may sue thereon in the Regional
Trial Court in which the defendant or any of the defendants, if there are more

‘than one detendant, resides or has an agent, without respect to the amount in


controversy and shall recover actual damages sustained by it including the cost

of suit.

action filed under this Act shall

SEC. 42. Court Approval, ~ Any
not be dismissed or compromised without the approval of the court having
jurisdiction of the case, and notice of any proposed dismissal or compromise
shall be given to the public and to the parties in such manner as the court directs.

SEC. 43, Attorney's Fee. ~ In any civil action filed against a defendant

under this Act, the court having jurisdiction of the case may uward a reasonable

attofney’s fee in favor of a prevailing defendait upon a finding that the

Secretary of Justice or the plaintiff has acted in bad faith, vexatiously, wantonly,

or Jor oppressive reasons.

SE

2. 44, Methods 10 Prove and Asvess Damages. ~ In any civil action

under this Act in which there has been a determinationthat a defendant agreed

to fin

prices in violation of the provisions of this Act, damages may be proved

and assessed in the agg

regate by statistical or sampling methods, by the

computation of illegal overcharges, or by such other reasonable system of

estimating aggregate damages as the court having jurisdiction of the case in its

‘d

retion may permit without necessarily proving the individual claim of, or the
mount of damage to, persons on whose behalf the suit was brought.
SEC. 45, Distribution of Monetary Relief. — The monetary relief

recovered in a civil action filed by the Secretary of Justice in the name of the

Republic of the Philippines, as parens patriac, in accordance with the provisions

of Section 36 hereof shall (1) be distributed in such manner as the Regional

‘Trial Court having jurisdiction of the case in its diseretion may authorize; or (2)

be deemed a civil penalty by the Regional Trial Court and deposited with the

National ‘Treasury as a part of the general fund of the government, subject in

either case to the requirement that any distribution procedure adopted by the
Re!

ional Trial Court shall afford each person having an interest in the monetary

relief a reasonable opportunity 10 se

ure his appropriate portion of the net
monetary relief obtained.

SBC. 46. Effect of'a Final Judgment, ~ Avy final judgment or decree
rendered in any criminal action brought by or on behalf of the People of the

Philippines as well as any final judgment or decree rendered in any civil action


brought by or on behalf of the Republic of the Philippines under this Act to the
effect that a defendant has violated any of the provisions of this Act shall be

prima facie evidence against such defendant in any sivil action brought by any

inst such defendant under this Act as to all matters respecting

other party ag

which said judgment or decree would be an estoppel as between the parties

his Scetion shall not apply (@ consent judgment or decree as provided in

Section 47 of this Act, entered before any testimony has been taken
SEC. 47. Proposal for « Consent Judgment. At any time in the course

of a civil action brought by or on behalf of the Republic of the Philippines under

this A

, the Republic of the Philippines, through the Sceretary of Justice, may
propose in a proper pleading to the defendant or defendants a consent judgment
by the latter based! on the facts alleged by the parties in their respective
pleadings

Any such proposal for a consent judgment for entry in such civil action

shall be filed with the Regional ‘Irial Court having jurisdiction of the ease. A
summary of the terms of the proposal for the consent judgment with a
competitive impact statement which shall recite (a) the nature and purpose of the
proceeding; (b) a description of the practices or events giving rise to the alleged

Violation of this Act; (c) an explanation of the proposal for a consent judgment,

including an explanation of any unusual circumstances giving rise to such

proposal or any provision contained therein, relief to be obtained thereby, and

the anticipated effects on competition of such relief; (d) the remedies available
to potential private plaintifis damaged by the alleged violation in the event that
such proposal for the consent judgment entered in such proceeding; (©) a
description of the procedure available for modification of such proposal; (1) a
desctiption and evaluation of alternatives to such proposal actually considered
by the Republic of the Philippines; and (g) a list of the materials and documents
which the Republic of the Philippines shall make available for purposes of
‘meaningful public comment, and the place where such materials and documents
are available for public inspection, shall be published at least sixty (60) days

prior to the effective date of

uch consent judgment for seven (7) days over a

Period of three (3) weeks in at least two (2) newspapers of general circulation,


Copies of the proposal for a consent judgment or any other materials and

documents which the Republic of the Philippines considered determinative in

formulating its proposal for a consent judgment shall be made available to the
public at the Regional ‘Trial Court having jurisdiction of the case,

SI

48. Comments to the Proposal for @ Consent Judgment, ~ During
the sixty (60) day period mentioned in Section 47 hereof, and such additional
time as the Republic of the Philippines may request and the Regional Trial Court

may grant, the Republic of the Philippines shall rec

e and consider any written

comments relating to the proposal for the consent judgment filed with the

Reg

onal ‘Trial Court having jurisdiction of the case in accordance with Section

47 of this Act. At the close of the period during which such comments may be
received, the Republic of the Philippines shall file with the Regional Trial Court
having jurisdiction of the case a response to such commehts not later than thirty
(30) days from the date the last comment was filed with the Regional Trial
Court

SEC.

49. Duty of the Regional Trial Court, ~ Before entering any
consent judgment proposed by the Republic of the Philippines under Section 47
of this Act, the Regional ‘Trial Court having jurisdiction of the case shall
determine that the entry of such judgment is in the public interest,

For purposes of determining that the entry of such judgment is in the
public interest, the Regional Trial Court may consider: (a) the competitive
impact of such judgment, including termination of alleged violations, provisions

for enforcement

ind modification, duration or relief sought, anticipated effects
of alternative remedies actually considered, and any other considerations

bearing upon the adeq

y of such judgment; and (b) the impact of entry of such
judgment upon the public generally and individuals alleging specific injury trom

the violations set forth in the comp!

1, including consideration of the public

benefit, if any, to be derived from the determi

ion of the issues at the trial
SEC. 50. Powers of the Regional Trial Court. ~ In making. its
det

ination under Section 49 of this Act, the Regional Trial Court may: (a)

take the testimony off government officials or experts or such expert witnesses,
as the Regional Trial Court may deem appropriate; (b) appoint such ouside

consultants or expert witnesse:

as the Regional Trial Court may deem


appropriate; (c) request and obtain the views, evaluations, or advice of any
individual, group, or agency of the government with respect to any aspects of

the proposed consent judgment or the effect of such consent judgment, in such

ion of the case deems

tanner as the Regional Trial Court having jurisdis

appropriate; (d) authorize full or limited participation in the civil proceedings
before the Regional Trial Court having jurisdiction of the case by interested
persons or agencies of the government, including appearance of amicus curiae,
intervention as a party pursuant to the provisions of the Rules of Court,
examination of witnesses or documentary materials, or participation in any other
manner and extent which serves the public interest as the Regional Trial Court
having jurisdiction of the case. may deem appropriate; (e) review any comments
inchiding any objections filed with the Republic of the Philippines concerning
the proposed consent judgment and the responses of the Republic of the
Philippines to such comments and objections, in accordance with the provisions
of Section 48 of this Act; and (f) take such other action in the public interest as
the Regional Trial Court may deem appropriate.

. SB

1. Certifications of the Defendants, ~ Not later than fifteen (15)
days following the date of the filing of any proposal for a consent judgment
under Section 47 of this Act, each defendant shall file with the Regional Trial
Court having jurisdiction of the case a description of any and all written or oral
communications made by or on behalf of such defendants, including any and all
written or oral communications relevant to such proposal filed on behalf of such
defendants with any officer or employee of the Republic of the Philippines
except that any such communications made by counsel of record with the
Secretary of Justice or the employees of the Department of Justice shall be
excluded from the requirements of this Section. Prior to the entry of any
consent judgment pursuant to this Act, each deféndant shall certify under oath to
the Regional Trial Court having jurisdiction of the case that the requirements of
this Section have been complied with and that such filing is a true and complete

gescription of such communications known to the defendant or which the

defendant reasonably should have known,

SEC. 52. Evidential Value of Proceedings in a Proposal for a Consent

Judgment, ~ Proceedings in a proposal for a consent judgment before the


Regional Trial Court having jurisdiction of the case, shall not be admissible
against any defendant in any other action or proceeding, brought by any other
party ‘against such defendant nor constitute a basis for the introduction of the
consent judgment as a prima facie evidence against the defendant in such other
aétion or proceeding,

SEC. $3. Statute of Limitations. ~ Any civil or criminal action to enforce
any caus¢ of action arising from a violation of any provision of this Act shall be
forever barred unless commenced within five (5) years after the cause of action
accrued? Whenever any civil or criminal proceeding is instituted by the
Republic of the Philippines in case of a civil action or by the People of the
Philippines in case of a criminal action to prevent, restrain, or punish any
violation of any provision of this Act, the running of the statute of limitation
provided herein shall, in respect of every private or sovereign right of action
arising under this Act and based in whole or in part on any matter complained of
in said proceeding, be suspended during the pendeney thereof and for one year
thereafter.

SEC. 54. Separability Clause. ~ Should any part or section of this Act be
declared invalid or unconstitutional, other provisions not affected thereby shall
remain in full force and effect,

SEC. 55. Repealing Clause. — All laws, decrees, orders, rules and
regulations and other issuances or any part thereof, which are inconsistent with
the provisions of this Act are hereby repealed or modified accordingly.

SEC. 56. Effectivity. — This Act

all take effect fifteen (15) days after
publication in the Official Gazette or in two (2) national newspapers of general
circulation.

Approved,