Sonate
Gites of sha Brereton

SIXTEENTH CONGRESS OF THE )
REPUBLIC OF THE PHILIPPINES ) . _
First Regular Session ) 13 JUL 22

P4 23

SENATE

Senate Bill No. 102'7 &t

Introduced by: Senator Paolo Benigno “Bam” A. Aquino IV

EXPLANATORY NOTE

For businesses to thrive, sustain its employees, and generate more employment and
greater productivity, it must operate within an environment that promotes fair competition and
a level playing field. However, while the Philippines already has various laws that address and
promote fair market competition, the reality is that it does not have a comprehensive
competition policy that fully covers all areas and aspects of a competition framework.
Moreover, the changing business climate, both on the local and global fronts, has deemed
existing laws inadequate and ineffective.

At the root of competition laws or anti-trust legislation is the desire to foster and
promote healthy and fair competition among the economy's players. Suchlegislation is being
proposed because of the belief that competition leads to better choices for consumers, lower
prices, increased product information, and a better distribution of wealth between consumers
and producers.

‘Therefore, we propose this Philippine Fair Competition Act in order to address this gap
in legislation in fostering a more dynamic and healthier market interaction.

The Philippine Fair Competition Act penalizes all forms of unfair trade, anti-competitive
conduct, and combinations in restraint of trade, with the objective of protecting consumer
welfare and advancing domestic and international trade and economic development.

The enactment of this Act will tighten regulations among competitors, specifically on
issues of price-fixing and bid-rigging. It shall also introduce significant control over a vast area of
commercial activities and arrangements in the country, aligning the Philippines with

international standards and practices.
bans

Senator Paolo Benigno “Bam” A. Aquino IV



Senate

SIXTEENTH CONGRESS OF THE REPUBLIC) FF ace oF lye Sreretary
OF THE PHILIPPINES )
First Regular Session ) 1D we pan

Introduced by: Senator Paolo Benigno “Bam” A. Aquino IV

‘AN ACT
PROMOTING COMPETITION TO PROTECT CONSUMER WELFARE, ADVANCE DOMESTIC AND
INTERNATIONAL TRADE AND SUSTAINED ECONOMIC DEVELOPMENT BY, AMONG OTHERS,
REGULATING MONOPOLIES, ANTI-COMPETITIVE AGREEMENTS, ABUSE OF DOMINANT
POWER, AND ANTICOMPETITIVE MERGERS, ESTABLISHING THE PHILIPPINE FAIR
COMPETITION COMMISSION AND APPROPRIATING FUNDS THEREFOR, AND FOR OTHER
PURPOSES.

Be it enacted by the Senate and the House of Representatives of the Philippines in Congress
assembled:

CHAPTER |
GENERAL PROVISIONS

SECTION 1. Title — This act shall be known and cited as the “Philippine Fair Competition Act of
2013.”

SECTION 2. Declaration of Policy — Pursuant to the constitutional goals of the national economy
for a more equitable distribution of opportunities, income, and wealth; a sustained increase in
the amount of goods and services produced by the nation for the benefit of the people; and an
expanding productivity as the key to raising the quality of life for all, especially the
underprivileged; and the constitutional mandate that the State shall regulate or prohibit
monopolies when the public interest so requires and that no combinations in restraint of trade
or unfair competition shall be allowed, the State shall:

(a) Promote and enhance economic efficiency and competition in trade, industry and
commerce with the objective of protecting consumer welfare and advancing domestic and
international trade and economic development;

(b) Ensure that industrial concentration does not result in the exercise of economic power by a
few persons, including government-owned or controlled entities engaged directly or
indirectly in any economic activity, that threaten to control, or control production, trade, or
industry in order to stifle competition, distort, manipulate or constrict the discipline of free
markets, or increase market prices in the Philippines; and

(c) Regulate anti-competitive agreements, abuse of dominant position, and anti-competitive
mergers that threaten to control, or control production, trade, or industry in order to stifle
competition, distort, manipulate or constrict the discipline of free markets, or increase
market prices in the Philippines.



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SECTION 3. Scope and Application - This Act shall be enforceable within the territory of the
Republic of the Philippines and shall apply to all areas of trade, industry and commerce. 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.

The Act shall apply to: (a) all firms as defined hereunder and all their commercial agreements,
actions or transactions involving goods and services; and, (b) all agents, officers, employees,
partners, owners, directors, consultants, stockholders, representatives, managers, supervisors,
and all other natura! persons who, acting on behalf of juridical persons shall authorize, engage
or aid in the commission of any conduct prohibited under this Act.

This Act shall apply neither 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.

SECTION 4. Definition of Terms - As used in this Act, the following terms shall be defined as:

(a) “Agreements” shall refer to any type or form of arrangement, understanding, undertaking
cor concerted action, whether formal or informal, written or oral;

(b) “Anti-competitive agreements,” may be either:

i. “Horizontal agreement” means an agreement entered into between two or more
enterprises operating at the same functional level of the production or distribution
chain to compete for the same customers in the relevant market;

ii. “Vertical agreement” means an agreement entered into between two or more
enterprises, each of which operates, for the purposes of the agreement, at different
functional levels of the production or distribution chain, and relating to the conditions
under which the parties may purchase, sell or resell certain goods or services;

(c) “Cartel” shall refer to a horizontal agreements that result to a dominant position for the
purpose of engaging in price fixing, output restriction, market allocation, bid-rigging and
other anti-competitive conduct to control or restrict competition in a particular industry or
commodity;

(a) “Commission” shall mean the Philippine Competition Commission created under this Act;

(e) “Competition” shall mean the process by which economic agents, acting independently in a
market, limit each other's ability to control the prevailing conditions in the market;

(f) "Control of a firm” shall refer to the ability to substantially influence or determine the
actions or decisions of a firm including but not limited to at least fifty one percent (51%)
‘ownership of shares in a stock entity, or in the position to cast at least fifty one (51%) of the
voting rights of a firm, or to designate a majority of a board of directors or equivalent
management entity, directly or indirectly, regardless of the number of intermediary firms;
(For further analysis and discussion)

(g) “Dominant Position” shall refer to a situation where a firm, either by itself or acting in
collusion with other firms, is in a position to control a relevant market for the sale of a
particular good or services by fixing its prices, excluding competitor firm, or controlling the
market in a specific geographical area;



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(h) “Firm” shall include any person, natural or juridical, 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:
Provided, That, two firms, one of which is controlled by the other, shall be treated as one
firm: Provided, further, That two or more firms that are controlled by a single firm shall be
treated as one firm;

“Goods” and “Services”:

(

“Goods” include all types of tangible and intangible property that could be bought and sold,
and the possession of which could be transferred in whole or in part, temporarily or
permanently; Provided, that, intangible properties governed by existing laws shall be
excluded from the application of this Act;

“Services” shall refer to the provision of things of value or articles or items that could be
used by one person, whether natural or juridical, to another through human interaction or
through the use, without transfer of ownership, of the facilities of the provider by the client,
‘or a combination of both. It shall include all non tangible goods. It is the non-material
equivalent of a good, consumed at the point of sale and does not result in ownership;

(j) “Market” shall refer to a place or venue for commercial activity, which may extend beyond
the borders of the Republic of the Philippines, where articles are bought or sold. It shall also
refer to the geographical or economic extent of commercial demand;

“Relevant Market” shall refer to the line of commerce in which competition has been
restrained. It shall also refer to the geographic area involved, including all reasonably
substitutable goods, and all nearby competitors, to which consumers could turn if the
restraint or abuse results in the significant increase in prices.

(k) “Mergers” refers to situations where two or more undertakings, previously independent of
one another, join together. This definition includes transactions whereby two companies
legally merge into one (mergers), one firm takes sole control of the whole or part of another
(acquisitions or takeovers), two or more firms acquire joint control over another firm (joint
ventures) and other transaction, whereby one or more undertakings acquire control over

‘one or more undertakings, such as interlocking directorates;

(

“Monopoly” shall mean a privilege or undue advantage of one firm, consisting in the
exclusive right to carry on a particular business or trade, and/or manufacture a particular
product, article or object of trade, commerce or industry. It is a form of market structure in
which one firm dominate the total sales of a product or service;

“Monopoly Power” or “Dominant Position” shall refer to a situation where a firm, either by
itself or acting in collusion with other firms, is in a position to control a relevant market for
the sale of a particular good or service by fixing its prices, excluding competitor firm, or
controlling the market in a specific geographical area; and

CHAPTER It
PHILIPPINE FAIR COMPETITION COMMISSION

SECTION 5. Philippine Fair Competition Commission - To implement the national policy and
attain the objectives and purposes of this Act, an independent Commission is hereby created,
which shail be known as the Philippine Fair Competition Commission (PFCC), hereinafter



referred to as the Commission, and which shall be organized within one hundred eighty (180)
days after the approval of this Act.

For budgetary purposes, the Commission shall be under the Office of the President.

(a) Composition, - The Commission shall be composed 1 of a Chairperson and four (4) Associate
Commissioners. The Chairperson and Commissioners shall be citizens and residents of the
Philippines, at least forty (40) but not more than sixty-five (65) years of age, of good moral
character and of recognized probity and independence. The Chairperson and two (2) of the
Associate Commissioners shall be members of the Philippine Bar and the remaining two (2)
shall be of recognized competence in the field of economics preferably in industrial
organization economics, o finance, commerce, accounting or management. They must have
been in the active practice of their professions for at least ten (10) years, but must not have
been candidates for any elective national or local office in the immediately preceding elections,
whether regular or special.

(b) Term of Office. - The Chairperson and the Associate Commissioners shall be appointed by
the President of the Philippines. The term of office of the Chairperson and the Associate
Commissioners shall be six (6) years without reappointment. The Chairperson shall hold office
for six years and of the first four (4) Associate Commissioners, two (2) shall hold office for a
term of four (4) years and two (2) for a term of two (2) years. In case a vacancy occurs before
the expiration of the term of office, the appointment to such vacancy shall be only for the
unexpired term of the predecessor;

(c) Prohibition and Disqualifications. - The Commissioners shall not, during their tenure, hold
any other office of employment. They shall not, during their tenure, directly or indirectly
practice any profession, participate in any business, or be financially interested in any contract
with, or any franchise, or special privileges granted by the government or any subdivision,
agency, or instrumentality thereof, including government-owned and controlled corporations
of their subsidiaries. They shall strictly avoid conflict of interest in the conduct of their office.
They shall not be qualified to run for any office in the election immediately succeeding their
cessation from office. They shall not be allowed to appear or practice before the Commission
for two (2) years following their cessation from office.

No spouse or relative by consanguinity or affinity within the fourth civil degree and no former
law, business, or professional partner or associate of any of the Commissioners, the
Chairperson and the Secretary of the Commission may appear as counsel or agent on any
matter pending before the Commission or transact business directly or indirectly therein during.
his/her incumbency and within one (1) year from his/her cessation of office.

(d) Compensation of Commissioners. ~ The Chairperson of the Commission shall hold the rank
of and shalll have the privileges and compensation equivalent to that of a Department Secretary
or Presiding Justice of the Court of Appeals, whichever is higher, while the Associate
Commissioners shall each hold the rank of and shall have the privileges and compensation
equivalent to that of a Department Undersecretary or Associate Justice of the Court of Appeals,
whichever is higher.

(c) Quorum. ~ Three (3) members of the Commission shall constitute a quorum and the
affirmative vote of three members (3) shall be necessary for the adoption of any rule, ruling,
order, resolution, decision or other acts of the Commission en banc.

(f) Principal Office, Branch and Venue. — The Commission shall hold its principal office in Metro
Manila but it may conduct hearings outside of Metro Manila upon prior notice for inquiries,
studies or any other proceedings required for the proper and efficient exercise of its power and



the discharge of its duties. It may establish branch offices outside of Metro Manila as may be
necessary for the effective discharge of its functions.

(g) Stoff.— The Commission shall appoint, fix the compensation in accordance with the Revised
Compensation and Position Classification Law, 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 President and shall have relevant experience in any of the
fields of law, economics, commerce, management or finance for at least ten (10) years.
Provided, that, he shall be a Career Executive Service Officer (CESO). The members of the
technical staff, except those performing purely clerical functions, shall possess at least a
Bachelor Degree in the following lines of specialization: economics, preferably in industrial
organization; law; finance; commerce; accounting; or management.

Competition Advocacy role of the Commission

SECTION 6. Original and Exclusive Jurisdiction, Powers and Functions - The Commission shall
have original and exclusive jurisdiction to enforce and implement ‘the administrative provisions
of this Act, its implementing rules and regulations, and all other competition laws, and in
particular:

(a) Powers of the Commission Without Hearing. ~ The Commission shall have the power
to do the following acts, without hearing:
(1) Motu Proprio investigation or Upon Complaint. — To commence investigation,
‘on its own initiative or upon the complaint of any person, any and all violations
of this Act and other competition laws and cause the issuance of a cease and
desist order prior to the commencement of a preliminary inquiry, and/or the
institution of a civil or administrativeaction;

(2) Administrative Action. ~ To attest and file all complaints for appropriate
administrative relief from, or against, violations of this Act or other competition
laws;

(3) Civil Action. - To attest and file on behalf of the State, civil complaints for
damages to business or property of the State, arising from a violation of this Act
and other competition laws;

(4) Deputization. - To require any government agency to lend assistance and
information necessary in the discharge of its responsibilities under this Act, and
examine if necessary, pertinent records and documents in the possession of such
government agency

(5) Issuance of Subpoena. ~ To issue subpoena, subpoena duces tecum and
subpoena ad testificandum in the exercise of its functions, powers and duties
under this Act, subject to the following standards:

i. No subpoena shall be issued to require the production or disclosure of trade
secrets as defined in paragraph (c)(2) hereof;

ii. A subpoena may be quashed only by means of a motion duly set for hearing
and on the grounds prescribed by the Rules of Court;

iil. A person appearing before the Commission in obedience to a subpoena shall
be advised, before he is required to testify or produce any documentary or real
evidence, of his right to be assisted or represented by a counsel of his choice, or



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if he has none, the Commission shall appoint a de officio counsel for him; and of
his rights to avail of the immunity from prosecution privilege herein prescribed;

{b) Powers of the Commission Upon Prior Notice and Hearing. ~The Commission may
exercise the following powers, only upon prior notice and hearing:

(1) Binding Rules ~ To issue binding rulings;

(2) Show Cause Order and Decision — To issue show cause orders, and
thereafter, render decision thereon;

(3) Consent Judgment - To approve, or disapprove, proposals for consent
judgment;

(4) Preliminary Inquiry - To conduct the required preliminary inquiry of cases
involving violations of this Act and other competition laws; and thereafter, if
appropriate, to sign and file the proper criminal complaint before the
Department of Justice; and

(5) Administrative Fines, Penalties and Sanctions - To impose the appropriate
administrative fines or penalties herein authorized to be imposed.

(c) Other Powers of the Commission:

(1) Industry Studies and Company Profile. ~ To gather and compile information
and investigate from time to time, the way a given industry is structured or
organized whether as a monopoly, oligopoly, or competitive; the way the firms
within that industry act, behave, or conduct themselves in such matters as
setting prices, determining output, and the resulting performance of the industry
as a whole; the organization, business, conduct, practices and management of
any person, partnership, or corporation engaged in trade, commerce, or industry
and its relation to individuals, partnerships, associations, corporations, firms and
other business enterprises;

(2) Annual and Special Reports. - To require, by general or special orders, firms
‘engaged in trade, commerce, or industry to file with the Commission in such
form as the Commission may prescribe, annual or special reports, or answers in
writing to specific questions, furnishing the Commission such information as it
may require as to the organization, business, conduct, practices, management
and relation to other persons of the respective natural or juridical persons or
entities filing such reports or answers in writing except that the Commission shail
not require, either by a specific order or by a subpoena, the disclosure or
production of trade secrets such as a secret formula, pattern, device or
compilation of information, including names of customers, which is used in one’s
business and which gives one an opportunity to obtain advantage over
competitors who do not know or use it.

Trade secrets shall include a plan or process, tool, mechanism, or compound
known only to the owner and his employees to whom it Is necessary to confide
it;

(3) Public Disclosure of information. ~ To make public, from time to time, such
portions of the information obtained by it under this Act, except trade secrets
and names of customers, as it shall deem expedient in the public interest;



(4) Reports and Recommendations to Congress. - To submit annual and special
reports to Congress, through the Congressional Oversight Committee On Fair
Competition created under this Act, including proposed legislation for the
regulation of trade, commerce, or industry, and provide for the publication of its
reports and resolutions in such form and manner as may be best adopted for
public information and transparency; and

(5) Trade Conditions, Domestic and Foreign. - To study, from time to time, trade
conditions in and with foreign countries where associations, combinations, or
practices of manufacturers, merchants, or traders, or other conditions, may
affect the foreign trade of the Philippines, and report to Congress its findings and
recommendations thereon as it may deem advisable.

SECTION 7. Jurisdiction of Regional Trial Courts - The Regional Trial Court shall have jurisdiction
‘over cases arising from violations of the provisions of this Act.

With respect to personal actions arising from violations of the provisions of this Act, actions
may be commenced and tried where the plaintiff or any of the principal plaintiff resides, or
where the defendant or any of the principal defendants reside, or in the case of a non-resident
defendant, where he may be found, at the election of the plaintiff.

CHAPTER Ill
PROHIBITED ACTS

SECTION 8. Anti-competitive Agreements — It shall be unlawful for firms to engage in horizontal
and vertical agreements that prevent, distort or restrict competition, unless otherwise
exempted,

i. “Horizontal agreement” means an agreement entered into between two or more
enterprises operating at the same level in the market;

ii, “Vertical agreement” means an agreement entered into between two or more
enterprises, each of which operates, for the purposes of the agreement, at a different
level of the production or distribution chain, and relating to the conditions under which
the parties may purchase, sell or resell certain goods or services;

There shall be a prima facie case for the existence of an anti-competitive agreement if and
when the Commission finds that two or more firms that are ostensibly competing for the same
relevant market and actually perform uniform or complementary acts among themselves which
tend to bring about artificial and unreasonable increase, decrease or fixing in the price of any
goods or when they simultaneously and unreasonably increase, decrease or fix the prices of
their seemingly competing goods thereby lessening competition in the relevant market among
themselves.

(a) Price Fixing - Any agreement among competitors to raise, suppress, fix or otherwise
maintain the price at which their goods and services are sold such as, but not limited to,
establishing or adhering to price discounts, holding prices firmly, eliminating or reducing
discounts, adopting a standard or formula for computing prices, maintaining certain
price differentials between different types, sizes or quantities of products, adhering to a
minimum fee or schedule and other analogous schemes with the purpose and effect of
creating a monopoly or cartel or lessening competition;

{b) Bid Rigging — Any agreement to fix price at auctions or in any other form of bidding,
with the purpose and effect of creating a monopoly or cartel, or lessening competition



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such as, but not limited, to cover bidding, bid suppression, bid rotation and market
allocation and other analogous practices of bid manipulation.

In determining whether there is price fixing or bid rigging, the following circumstances
may be considered:

(1) generally, any considered evidence that two sellers of similar goods have agreed to
set the price of their goods, to sell only a certain amount of their goods, or to sell only
toa limited number of buyers or consumers;

(2) a drastic change in prices of goods and services involving more than one seller of
similar goods of different brands, particularly if the changes in prices take place in
equal amount and about the same time;

(3) a seller refusing to sell based on an agreement with a competitor;

(4) the same firm has repeatedly been the low bidder who has been awarded
contracts for a certain service or a particular bidder seems to win bids on a
fixed-rotation;

(5) there is an unusual and unexplainable difference between the winning bid and all
other bids; and

(6) the same bidder bids substantially higher on some bids than on others, and there is
no logical cost reason to explain the difference.

SECTION 9. Abuse of Dominant Position - It shall be unlawful for one or more firms to abuse
their dominant position, by engaging in unfair methods of competition, or in unfair or deceptive
trade practices, or entering into combinations in the form of trust or otherwise, or conspiracy,
with the purpose and effect to prevent, restrict, or distort competition. Abusive agreements
such as, but not limited to, any of the following, shall be deemed to fall under the crime of
abuse of dominant position:

(a) Predatory Behavior Towards Competitors — Any agreement, Including, but not limited to,
selling goods at below relevant cost with the intent of driving competitors out of the market,
or creating barriers to entry;

{b) Limitation and Control of Markets — Any agreement to limit or control production,
markets, technical development, or investment with the purpose and effect of creating a
monopoly or cartel, or lessening competition;

(c) Market Allocation ~ Any agreement to divide the market, whether by volume of sales or
purchase or by territory, by type of goods sold, by customers or sellers or by any other
means, with the purpose and effect of creating a monopoly or cartel, or lessening
competition;

(d) Arrangements to Share Markets or Sources of Supply - Any agreement to share markets
or sources of supply of raw materials, with the purpose and effect of creating a monopoly or
cartel, or lessening competition;

(e) Price Discrimination - Any agreement prescribing or charging, directly or indirectly,
discriminatory pricing terms or conditions in the supply or purchase of goods of like grade
and quality with the purpose and effect of creating a monopoly or cartel, or substantially
lessening competition: Provided, That nothing contained herein shall be construed to



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prohibit permissible price differentials unless the same shall have the effect of preventing,
restricting or distorting competition: Provided, further, That for the purpose of this section,
the following shall be considered permissible price differentials:

(1) Socialized Pricing ~ Socialized pricing for the less fortunate sector of the economy;

(2) Volume Discounts — Price differentials which reflect an allowance for differences in
the cost of manufacture, sale, or delivery resulting from differing methods or
quantities in which the goods are sold or delivered to the purchasers;

(3) Competitive Pricing — A price differential or other terms of sale in response to the
competitive price of payments, services or facilities furnished by a competitor;

(4) Bonafide Selection of Customers — The selection of customers on bona fide
transaction; and

(5) Price Differentials Due to Changing Market Conditions or Marketability of Goods ~
Price changes from time to time in response to changing conditions affecting the
market or the marketability of the goods concerned such as, but not limited to, actual
or imminent deterioration of perishable goods, obsolescence of seasonal goods,
distress sales under court process, or sale on good faith in discontinuance of
business.

(f) Exclusivity Arrangement — Any agreement imposing restrictions on the lease or contract
for sale or trade of goods concerning where, to whom, or in what forms goods may be sold
or traded, such as, but not limited to, fixing prices, or giving preferential discounts, or
rebate upon such price, or imposing conditions not to deal with competing firms, where the
purpose of such agreement is to lessen competition: Provided, That nothing contained
herein shall prohibit or render unlawful permissible franchising, licensing or exclusive
distributorship agreements;

() Tie-In Arrangements — Any agreement making the supply of particular goods dependent
upon the purchase or lease of other goods from the supplier or his consignee, where the
purpose and effect of such sale or lease or such condition is to substantially lessen
competition or to create a monopoly or cartel;

(h) Boycott - Any concerted refusal to sell or conspiracy not to sell or to stop doing business
on the part of the suppliers of any goods, unless for a legitimate purpose.

SECTION 10. Anti-competitive Mergers - No firm engaged in commerce or trade 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 one or more firms engaged in any line of commerce or trade where
the effect of such acquisition of such stocks, share capital, or assets, or of the use of such stock
by voting or granting of proxies or otherwise may be to substantially lessen competition, or
tend to create a monopoly.

(a) Permissible Stock or Asset Acquisition or Ownership. — Nothing contained herein,

however, shall be construed to prohibit:
(1) A firm from purchasing the stock or other share capital of one or more
corporations 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;
(2) A corporation from causing the formation of subsidiary corporations, or from
‘owning and holding all or part of the stock of such subsidiary corporations, for the
actual carrying on of their immediate tawful business, or the natural and legitimate
branches or extensions thereof; and

(3) A firm from continuing to own and hold the stock or other share capital or assets
of another corporation which it acquired prior to the approval of this Act.



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(b) Notification Prior to Stock or Asset Acquisition. No firm shall acquire, directly or
indirectly, the shares of stock or assets of any other firm, if as a result of the acquisition,
the acquiring firm would own twenty percent (20%) or more of the shares of stock or
assets of the acquired firm, unless, the acquiring and selling firm notify, prior to the
conclusion of the agreement for such acquisition and in the prescribed form, the
Commission of such proposed acquisition. Only the acquiring firm is required to make
the notification in a tender offer. The contemplated acquisition shall be deemed
approved, unless the Commission, within thirty (30) calendar days from receipt of the
notification, orders the acquiring firm to show cause why the proposed acquisition shall
not be declared as prohibited under this Act. The show cause order shall set forth the
facts upon which it is based. The acquiring or selling firm may contest the show cause
order, in which case, the proposed acquisition shall be considered enjoined until the
Commission shall have rendered a decision on the proposed acquisition after due notice
and hearing, within a further sixty (60) calendar days in accordance with the procedure
prescribed herein for the disposition of a show cause order. If the Commission fails to
make a decision within the prescribed 60 calendar days limit, the acquisition shall be
deemed approved and the parties may proceed to implement it.

(c) Transactions Exempt from Prior Notice Requirement. — The following classes of
transactions are exempt from the prior notice requirement under this Section:

(1) Acquisition of goods or realty transferred in the ordinary course of business;

(2) Acquisitions of bonds, mortgages, deeds of trust, or other obligations which are

not voting securities;

(3) Acquisitions of voting securities of an issuer at least fifty percent (50%) of the
voting securities of which are owned by the acquiring firm prior to such acquisition;

(4) Transfers to, or from, government agencies or instrumentalities, including
government-owned or controlled corporations;

(5) Transactions exempted from the provisions of this Act and other proper and

applicable laws;

(6) Transactions which require the approval of a specialized agency which regulates

the particular industry;

(7) Acquisitions, solely for the purpose of investment, of voting securities, if as a
result of such acquisition the securities acquired or held do not exceed ten percent
(10%) of the outstanding voting securities of the issuer;

(8) Acquisitions of voting securities pursuant to the preemptive rights of the acquiring
firm; of, if, as a result of such acquisition, the voting securities acquired do not
increase, directly or indirectly, the acquiring firm’s per centum share of outstanding
voting securities of the issuers; or

(9) Such other acquisitions, transfers, or transactions which the Commission may
declare as are not likely to violate the provisions of this Act or any other proper and
applicable law.



CHAPTER IV
FINES AND PENALTIES

SECTION 11. Administrative Penalties ~

(a) Without prejudice to the violation of other laws, any firm that shall be found to have
violated Sections 8, 9 and 10 of this Act, or any combination thereof, shall, for each and
every violation, be punished by a fine of not less than Ten Million Pesos
{Php10,000,000.00) and not exceeding Fifty Million Pesos (Php50,000,000.00) if a
natural person; by a fine of not less than Two Hundred Fifty Million Pesos
(Php250,000,000.00) but not exceeding Seven Hundred Fifty Million Pesos
(Php750,000,000.00) if a firm, at the discretion of the Commission.

In addition, a fine shall be imposed in an amount double the gross proceeds gained by
the violator/s or double the gross loss suffered by the plaintiffs.

(b) Failure to Comply With An Order of the Commission. ~ Any person who fails or
neglects to comply with any term or condition of a binding ruling, a cease and desist
order or an order for readjustment issued by the Commission, shall pay a fine of not less
than Fifty Thousand Pesos (Php50,000.00) for each violation. Each violation shall be
deemed a separate offense: Provided, That in the case of a violation through a
continuing failure or neglect to comply, each day of continuance of such failure or
neglect shall be deemed a separate offense.

(c) Supply of Incorrect or Misleading Information. - The Commission may likewise
impose upon persons or entities fines of not less than Five Thousand Pesos (Php
5,000.00) to not more than One Hundred Thousand Pesos (Php100,000.00) 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 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.

SECTION 12. Criminal Penalties - Without prejudice to the violation of other laws, any firm that
shall be found to have violated Sections 8, 9 and of this Act, or any combination thereof, shall,
for each and every violation, be punished by a fine of not less than Ten Million Pesos
(Php10,000,000.00) and not exceeding Fifty Million Pesos (Php 50,000,000.00) if a natural
person; by a fine of not less than Two Hundred Fifty Million Pesos (Php250,000,000.00) but not
exceeding Seven Hundred Fifty Million Pesos (Php750,000,000.00) if a firm, and by
imprisonment not exceeding ten (10) years, or both, at the discretion of the court.

In the alternative, a fine shall be imposed in the amount double the gross proceeds gained by
the violator or double the gross loss suffered by the plaintiffs.

For purposes of determining the persons who will suffer the punishment of imprisonment as
provided under the preceding paragraph, provisions of the Revised Penal Code, Title II, Articles
16, 17, 18 and 19 on criminal liability of principals, accomplices, and accessories shall apply.

CHAPTER V
ENFORCEMENT



SECTION 13. Preliminary Inquiry - The Commission shall motu proprio, or upon the filing of a
verified complaint by an interested party or upon referral by the concerned regulatory agency,
initiate a preliminary inquiry for the enforcement of this Act.

No criminal or civil case for violation of this Act shall be filed or instituted by a private party
directly in court, unless there has been a preliminary inquiry conducted by the Commission and
the same has been endorsed for filing by the Commission.

SECTION 14, Powers of Concerned Government Agencies - Notwithstanding the provisions of
the preceding section, the exercise of regulatory powers by different government agencies,
including local government units, over an industry or a sub-sector of an industry shall be
cumulative and shall not be construed in any way as derogating from the power and authority
of the concerned agency. The government agencies shall cooperate and coordinate with one
another in the exercise of their powers in order to prevent overlap, to share confidential
information, or for other effective measures. The Commission can seek technical assistance
from sectoral regulators.

The Commission shall have primary and sole jurisdiction over competition issues, while the
regulatory body shall continue to exercise jurisdiction over all matters with regard to the firms’
operation and existence.

SECTION 45. Power to Investigate and Enforce Orders and Resolutions ~ The Commission shall
conduct preliminary 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 16. Seff-incrimination — Pursuant to the preceding section, a person subject of any
preliminary inquiry or investigation by the Commission shall produce the specified document or
information when so required by written notice: Provided, That no person shall be excused
from disclosing any document or information to the inquiring officer on the ground that the
disclosure of the information or document may be incriminating: Provided, further, That such
document or information produced by the person subject of investigation shall not be
admissible as evidence against him in criminal proceedings: Provided, finally, That such
document or information shall be admissible in evidence in civil proceedings including those
arising from or in connection to the implementation of this Act

SECTION 17. Privileged Communication Exclusion — Nothing in the preceding section shall
compel the disclosure of privileged communication: Provided, That the person who refuses to
disclose the information or produce the document or other material required by the inquiring
officer in relation to the preliminary inquiry being conducted shall nevertheless be obliged to
give the name and address of the firm to whom, or by whom, or on whose behalf, such
privileged communication was made.

SECTION 18. Confidentiality of information — Any document or information submitted by firms,
as determined and marked confidential by the Commission, relevant to any investigation being
conducted pursuant to this Act shall not, in any manner, be directly or indirectly disclosed,
published, transferred, copied, or disseminated. The identity of persons who provide
information to the Commission and who need confidentiality to protect themselves against
economic retaliation, and any Commission deliberations in regard to current or still
uncompleted matters shall remain confidential.



Any violation of this provision shall be imposed a fine of not less than One Hundred Thousand
Pesos (Php100,000.00) but not more than Five Hundred Thousand Pesos (PhpS00,000.00).

SECTION 19. Leniency — Any person or firm which cooperates or furnishes any information,
document or data to the Commission before or during the conduct of the preliminary inquiry
that constitutes material evidence as determined by the under this Act shall be immune from
any suit or charge including from affected parties and third parties: Provided, That the person
or firm is not the most guilty. Provided, further, That any person or firm which cooperates or
furnishes 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: Provided,
furthermore, That such reprisal or discrimination shall be considered a violation of this Act and
subjected to the penalties provided for under Section 11.

Nothing in this section shall preclude prosecution for persons and firms who reported to the
Commission with malicious information, data and falsified documents which is damaging to the
business and integrity of the persons and firms under inquiry. Such act shall likewise be
considered as an unfair trade practice punishable under this Act.

SECTION 20. Termination and Action on Preliminary Inquiry. - The Commission, after
considering the statements made, or documents or articles produced, in the course of an
inquiry conducted by it, shall terminate the preliminary inquiry by issuing a resolution ordering
its closure if no violation or infringement of this Act is found; or by issuing a nolo contendere
resolution; or issuing a resolution to, singly or cumulatively, (a) impose penalties in the range
provided under Section 11 hereof; (b) order the rectification of certain acts or omissions; or (c)
order the restitution to the affected parties. When determined by the facts and circumstances,
the Commission shall institute a civil action by class suit in the name of the Republic of the
Philippines, as parens patriae, on behalf of persons residing in the Philippines, to secure treble
damages for any injury sustained by such persons by reason of any violation of this Act, plus the
cost of suit and reasonable attorney's fee. If the evidence so warrants, the Commission shall file
criminal cases for violation of this Act or relevant laws before the Department of Justice
pursuant to Section 12 of this Act.

SECTION 21. Nolo Contendere Resolution ~ Any firm under inquiry under the provisions of this
‘Act may submit to a nolo contendere resolution at any time before the termination of the
preliminary inquiry by: a) the payment of an amount within the range of penalties provided for
under Section 12; b) by entering into an undertaking to effectively stop and rectify the acts
complained against, make restitution to the affected parties, whether or not the parties are
plaintiffs or witnesses; and, c) by submitting regular compliance reports as may be directed:
Provided, That, ten percent (10%) of the amounts paid under this section shall equitably accrue
to the Commission: Provided, further, That a nolo contendere resolution shall not bar any
inquiry for the same or similar acts if continued or repeated.

SECTION 22. Implementing Policy; Non-Adversaria Administrative 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
and non-adjudicatory administrative remedies, before the institution of administrative, civil or
criminal action:

{a) Request for Binding Ruling. - Any person who is in doubt as to whether his
contemplated or existing act, course of conduct, agreement, decision or practice is in
compliance with, is exempt from, or 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.



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(b) Show Cause Order. - Upon preliminary findings motu proprio or on written complaint
under oath by an interested party, that any person is conducting his 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 person or
persons 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 person or persons 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 ties identified business conduct, or pay the administrative fine
therein specified, or readjust its business conduct or practices;

(c) Proposal for Consent Judgment. — At any time prior to the issuance of a binding
ruling, the promulgation of a cease and desist judgment under a show cause order or
the promulgation of a decision of judgment in any administrative, civil, or criminal case,
the person or persons, whose business conduct is under inquiry in the particular
proceedings 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 judgment, specifying therein the terms and
conditions of the proposed consent judgment.

(d) Consultations. — Prior to the fitting of a request for a binding ruling or the submission
of a proposal for consent judgment, the person or persons concerned may
communicate, in writing, with the Commission on matters that should be included or
excluded in such request or proposal, which the Commission may consider necessary for
the effective enforcement of this Act or other competition laws.

(e) Binding Ruling, Cease and Desist Order, and Consent Judgment. ~

Based upon the facts, data, and information disclosed or supplied by the persons
concerned, or established by substantial evidence during the hearing, the Commission
shall issue a binding ruling, a cease and desist order or an approval of the proposal for a
consent judgment, as the case may be, with or without conditions, to the effect that the
particular act, course of conduct, agreement, decision or practice is in accord with this
Act or other competition laws, or is exempt therefrom, or is constitutive of a violation
thereof. If the Commission finds that there is substantial evidence tending to show that
the act, course of conduct, agreement, decision or practice of the person or persons
concerned is prohibited, it shall include in its decision an order requiring the person or
persons concerned: .

(1) Cease and Desist Order. - To cease and desist from continuing with the identified
act, course or conduct, agreement, decision, or practice found to be violative of the
provisions of this Act;

(2) Administrative Penalty or Fine. ~To pay the fine therein fixed; and

(3) Readjustment of Business Methods. ~ To readjust, within a reasonable period
therein fixed, its method of doing business, including a corporate reorganization or
divestment in the manner and under the terms and conditions prescribed by the
Commission, as it may deem proper for the protection of the public interest.

(f) Suspension of Administrative, Civil or Criminal Proceedings. - No pending
administrative, civil or criminal proceedings or those filed thereafter, against any
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suspended, except upon order of the Commission on proper motion, on the ground of
the filing of a request for binding ruling, the issuance of a show cause order or the filing
of a proposal for a consent judgment based, in whole or in part, on the same set of facts
and issues as that of the proceedings sought to be suspended;

(g) Monitoring of Compliance. — The Commission shall monitor the compliance by the
person or persons 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, the Commission shall issue a certification to the
effect that the person or persons concerned have, or have not, as the case may be,
complied with a final and executory ruling, order, or approval;

(h) inadmissibility in Evidence. ~The request for a binding ruling, the show cause order,
‘or the proposal for consent judgment; the facts, data, and information therein
contained or subsequently supplied by the person or persons 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 rendered thereon, shall not be admissible as evidence in any administrative,
civil or criminal proceedings against such person or persons, their officers, employees,
and agents nor constitute a basis for the introduction of the binding ruling, the cease
and desist order, or the consent judgment as prima facie evidence against such persons
in any such action of proceeding;

(i) Modification or Reversal of Ruling, Order or Approval. ~ The Commission may motu
proprio of upon petition of an interested party, after notice and hearing, reopen and
alter, modify, or set aside, in whole or in part, a binding ruling, a cease and desist order,
or an approved consent judgment:

(1) Whenever conditions of material fact or law have so changed as to require such
action;

(2) When the concerned person or persons fail or refuse, without justifiable cause
therefore, to comply with any condition attached to such ruling, order, or approval,
including an order to readjust their method of doing business; or

(3) When the ruling, order, or approval was based on deliberately falsified material
fact, data, or information supplied by an interested party benefited by such ruling,
order, or approval.

‘The modification or reversal of a binding ruling, a cease and desist order, or an
approved consent judgment shall have no retroactive effect and shall not affect or
impair any right legally acquired prior to the modification or reversal thereof, except,
that the party who is guilty of unjustified failure or refusal to comply as specified in
paragraph (2) hereof, or have deliberately supplied such falsified material fact, data
or information as specified in paragraph (3) above, is barred from claiming any vested
right therein,

SECTION 23. Standards - In the exercise of its powers or in the discharge of its duties under this
act, the Commission shall consider the following:

(a) The way a given industry is structured or organized whether monopolistic,
oligopolistic, or competitive;



1 (b) The ways the persons engaged in business within a given industry act, behave or
2 conduct themselves in such matters as setting prices, determining output, and other
3 relevant factors and the resulting performance of the industry as a whole;
4 (c) The supply and demand situation for the relevant goods or services;
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6 {d) The appreciate impact of the particular market conduct on market conditions, if any;
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8 (e) The need to bring together complimentary skills to avoid duplication and promote
9 efficiency in the industry;
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i (f) The need to determine whether or not the anticompetitive effect of a particular
2 market conduct may be offset by increased efficiency and reduction of excessive or
13 unnecessary expenses;
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7 {h) The need to increase productivity in the particular industry involved;
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19 (i) The state of the industry, including the need to develop it or to save it from
20 distressed state;
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2 (i) The need of industry to work more rationally and increase their productivity and
23 competitiveness on a larger market;
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25 (k) The need to respond to international competition and other developments in the
26 international market;
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3 {n) The need to pool capital resources;
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4B (F) The extent to which less restrictive practices are available.
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45 SECTION 24. Contempt ~ The Commission or any of its Divisions may summarily punish for
46 contempt by imprisonment not exceeding thirty (30) days or by fine, or both, any person guilty
47 of such misconduct in the presence of the Commission or any of its Divisions in its vicinity as to
48 seriously interrupt any hearing, session or any proceedings before it, including cases in which a
49 person willfully fails or refuses, without just cause, to comply with a summons, subpoena or
50 subpoena duces tecum legally issued by the Commission or any of its Division, being present at
51 a hearing, proceeding, session or investigation, refused to be sworn as a witness or to answer
52 questions or to furnish information when lawfully required to do so.



SECTION 25. Decisions of the Commission — Decisions of the Commission en banc shall be
appealable to the Court of Appeals as hereinafter provided. 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.

SECTION 26. Appeal to the Court of Appeals ~ Any party who has actively participated in the
proceedings before the Commission and is adversely affected by a binding ruling, order, or
resolution, decision, judgment, rule or regulation promulgation after notice and hearing by the
Commission sitting en banc, may appeal, by means of a notice of appeal and a verified petition
for review served upon the Commission and other parties who actively participated in the
proceedings, to the Court of Appeals within thirty (30) days from receipt thereof, on the ground
that the appealed action of the Commission:

(a) is arbitrary to constitutional rights, power, privilege, or immunity;

(b) is contrary to constitutional rights, power, privilege, or immunity;

(c)is in excess of statutory jurisdiction, authority, or limitations, or is contrary to law;

(d) is without observance of the procedure required by law; and

(e) is not supported by substantial evidence.

The Commission shall be included as a party respondent to the case and shall be represented
by its own legal staff.

SECTION 27. Appeal to the Supreme Court — A decision of the Court of Appeals may be appealed
to the Supreme Court in the manner and on the grounds prescribed by the Rules of Court.

SECTION 28. Reception of Additional Evidence — Any party in the appellate proceedings may
apply for leave to the Court of Appeals or the Supreme Court, to adduce additional evidence
before the Commission. The Court may, under such terms and conditions as it may prescribe,
order the Commission to receive such additional evidence upon showing that it is material and
there are reasonable grounds for the failure to present said evidence in the proceedings before
the Commission. The Commission, sitting en banc, may modify its findings as to the facts, or
make new findings, by reason of the additional evidence taken, and it shall file with the
appellate court such modified or new findings and its recommendations for the affirmation,
modification, or setting aside of the appealed binding ruling, order, resolution, decision,
judgment, rule or regulation.

SECTION 29. Writ of Execution - Upon the finality of its binding ruling, order, resolution,
decision, judgment, or rule or regulation, (collectively, “Decision”), 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 30. Violation by Corporation, Partnership, Association, and Other Entity. ~ Whenever a
corporation, partnership, association, firm or other entity, whether domestic or foreign, shall
commit any of the acts declared to be unlawful under this Act, the Chairperson of the Board of
Directors, the President, the General Manager of the corporation, the general partners of a
partnership, and the officers and employees directly responsible, shall be jointly and severally
liable with the firm for the fine imposed therein.

Should the offense be committed by a foreign corporation licensed to do business in the
Philippines, the person or persons directly responsible in the Philippines for the management
and operation thereof, shall be liable. In addition, its license to do business in the Philippines
shall be cancelled.

It shall not be a defense for the Chairperson of the Board of Directors, the President or the
General Manager of the corporation or the general partners of a partnership, or the persons



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responsible for the management and operation of a foreign corporation licensed to do business
in the Philippines, that he was unaware of the violation, unless, he shall have established to the
satisfaction of the court that even with the exercise of due diligence and proper supervision, he
could not have avoided or prevented the violation.

Any agreement between an officer, partner or any other officer and a corporation or
partnership whereby the latter directly or indirectly agrees to assume, satisfy or indemnify, in
whole or in part, the fine of civil obligation imposed under this Act of such corporate officer,
partner, manager or other officer found guilty of violating this Act, shall be void.

SECTION 31. Alien Violators — If the person violating any provision of this Act is a foreigner, he
shall, in addition to the other penalties imposed herein, be deported after service of sentence
without need of any further proceedings.

SECTION 32. Essential Commodities — If the violation involves the trade or movement of prime
commodities such as rice, corn, sugar, chicken, pork, beef, fish, vegetables, and other articles or
commodities of prime or basic necessity as declared by the appropriate government agency,
through publication, the fine imposed by the Commission or the courts, as the case may be,
shall automatically be tripled and the offender shall pay such threefold fine.

SECTION 33. Private Action - Regardless of the status or pendency of any proceedings, any
firm that suffers injury by reason of any violation of this Act may institute a separate and
independent civil action, irrespective of the amount involved in the controversy against the
defendant or defendants and shall recover treble damages sustained, the costs of suit and
reasonable attorney's fees: Provided, however, That no filing fees shall be collected: Provided,
further, That filing fees shall constitute a first lien in the award of damages.

SECTION 34. Effect of Final Judgment ~ Any final judgment in a civil or criminal action brought
by the Commission on behalf of the people of the Philippines under this Act to the effect that a
defendant has violated any or all of the provisions of this Act shall be res judicata as to any
claim by any person on whose behalf such action was brought: Provided, That such person
notifies the court having jurisdiction of the case within the period given by the court: Provided,
further, That such period shall not be less than ninety (90) days.

It shall be prima facie evidence against such defendant in any civil action brought by any other
party against such defendant under this Act as to all matters respecting which said judgment
would be an estoppel as between the parties concerned.

SECTION 35. Distribution of Damages Recovered ~ The damages recovered in a civil action
under Section 20 of this Act shall be distributed in the following manner: (1) as determined and
to be authorized by the Court having jurisdiction of the case; (2) ten percent (10%) of the total
amount of damages shall accrue to the Commission and/or regulatory agency to be used
exclusively in the enforcement of this Act; and, (3) the remainder of which total amount of
damages shall be deemed a civil penalty by the Court and shall be deposited to the National
Treasury as part of the general fund of the government: Provided, That any distribution
procedure adopted by the Court shall give preference to individual consumers and afford each
person having an interest a reasonable opportunity to secure his appropriate portion of the net
damages obtained.

SECTION 36. Measurement of Damages ~ Damages may be proved and assessed in the
aggregate by statistical or sampling methods, by the computation of illegal overcharges, or by
such other reasonable system of estimating aggregate damages as the court in its discretion
may permit without the necessity of separately proving the individual claim, of, or amount of
damage to, persons on whose behalf the suit was brought.



SECTION 37. Immunity from Suit — The Commissioners and the Staff of the Commission shall not
be subject to any action, claim or demand in connection with any act done or omitted by them
in the performance of their duties and exercise of their powers except for those actions and
omissions done in evident bad faith or gross negligence.

The Commission shall indemnify each Commissioner and Staff of the Commission for all costs
and expenses reasonably incurred by such persons in connection with any civil or criminal
actions, suits or proceedings, to which they may be or made a party by reason of the
performance of their duties or exercise of their powers, unless they are finally adjudged in such
actions or proceedings to be liable for evident bad faith or gross negligence.

CHAPTER VI
OTHER PROVISIONS

SECTION 38. Statute of Limitations — Any civil or criminal action to enforce any cause 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 accrues. The running of the statute of limitation
shall be suspended during the pendency of any proceeding.

‘The cause of action begins to run when the plaintiff suffers injury to its business or property:
Provided, That when the damage suffered by the plaintiff is too speculative to prove, the cause
of action does not accrue until the damage becomes probable: Provided, however, That if the
plaintiff's injury is the result of the continuing violations of this Act, each independent anti-
competitive act may restart the limitation period or when a plaintiff reasonably fails to uncover
a cause or action that was fraudulently concealed by a defendant.

SECTION 39. Prohibition on the Issuance of Temporary Restraining Orders, Preliminary
Injunctions and Preliminary Mandatory Injunctions ~ Except for the Supreme Court, no other
court shall issue any temporary restraining order, preliminary injunction or preliminary
mandatory injunction against the regulatory agency 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 regulated firms or those claiming to
have rights through such firms:

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 be less than half of the imposable fines provided for under Section 11 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 favour of the regulatory agency.

‘Any temporary restraining order, preliminary injunction or preliminary mandatory injunction
issued in violation of this section is void and of no force and effect. Any judge who violates this
section shall be penalized by suspension of at least one (1) year without pay in addition to other
criminal, civil or administrative penalties.

The Supreme Court may designate regional trial courts to act as commissioners with the sole
function of receiving facts of the case involving the acts of the regulatory agency. The



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designated Regional Trial Court shall, within thirty (30) days from the date of receipt of the
referral, forward its findings of facts to the Supreme Court for appropriate action.

SECTION 40. intellectual Property Rights ~ The implementation of the provisions of this Act
shall be without prejudice to the rights, liabilities and remedies under Republic Act No. 8293,
otherwise known as the Intellectual Property Code of the Philippines: Provided, That, the
exercise of intellectual property rights shall not in any way be used to justify violations of this
Act.

SECTION 41. Trade Associations — Nothing contained in this Act shall be construed to prohibit
the existence and operation of trade associations organized to promote quality standards and
safety issues: Provided, That, these associations shall not in any way be used to justify any
violation of this Act.

SECTION 42. Congressional Oversight Committee - To oversee the implementation of this Act,
there shall be created a Congressional Oversight Committee on Fair Competition (COCFC) 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 Trade
and Industry, Economic Affairs and Appropriations; and two 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 of the two Senators and one of
the two 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 Trade and Industry. The Vice-Chair 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 Economic Affairs.

CHAPTER VII
FINAL PROVISIONS.

SECTION 43. Implementing Rules and Regulations. - The Commission shall prepare the
necessary rules and regulations within one hundred twenty (120) days from the effectivity of
this Act: Provided, That, where the same would apply to an industry or a sub-sector of industry
that is subject to the jurisdiction of a regulatory agency, the Commission shall, in preparing the
guidelines, consult with the concerned regulatory agency and stakeholders: Provided, further,
That the Commission may revise such guidelines as it deems necessary: Provided, however, That
such revised guidelines shall only take effect following its publication in two newspapers of
general circulation.

SECTION 44. Appropriations. - The amount necessary to implement the provisions of this Act
shall be included in the annual General Appropriations Act. However, for the initial budgetary
requirements of the Commission, the amount of One Hundred Milllion Pesos (P:100,000,000.00)
is hereby appropriated. Provided, That all moneys recovered or charges or composition sums
collected under this Act, other than financial penalties, shall be paid into and form part of the
moneys of the Commission.

SECTION 45. Transitory Provision - For the purpose of ensuring that the Commission is
organized within the mandated period of one hundred eighty (180) days after the approval of
this Act, an Inter-Agency Task Force shall be created and composed of the following agencies:

{a) Agencies which will provide administrative support to the Commission:
i. Office of the President, to be represented by the Executive Secreatry with the
Deputy Executive Secretary for Legal Affairs as alternate;



ii. Department of Budget and Management, to be represented by the Secretary
with the Undersecretary in charge of organization of new offices and position
classifications as alternate;

(b) Agencies which currently perform functions germane or are related to the purposes of
the Commission:

i. Tariff Commission, to be represented by the Chairperson and with an Associate
Commissioner permanently designated as alternate;

ii. Department of Trade and Industry, to be represented by the Secretary with an
officer holding at least an Assistant Secretary rank as alternate.

The Task Forces shall also meet an Executive Session with all agency heads to deliberate on
possible appointees for the position of Chairperson and Associate Commissioners of the
‘Commission for submission to and consideration of the President of the Philippines.

The Task Force shall also commence the coordinated advocacy for this Act within ninety (90)
days from the effectivity thereof. It shall also implement a broad-based consultation on inputs
for the Implementing Rules and Regulations of this Act which must be completed within one
hundred twenty (120) days from the effectivity of this Act. The report consultations shall be
submitted to the Commission within fifteen (15) days from its establishment a copy of which
will be furnished to the Congressional Oversight Committee on Fair Competition.

SECTION 46. Suppletory Application — For purposes of this Act, the Revised Penal Code, as
amended, and other applicable laws shall be applied in a suppletory character.

SECTION 47. 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 48. Repealing Clause — The following laws, insofar as they are inconsistent with any of
the provisions of this Act are hereby repealed, amended or otherwise modified accordingly:

(a) Sec. 5 (3) of Republic Act No. 7581 or The Price Act;
{b) Sec. 5 (f) of Republic Act No. 7925 or The Public Telecommunications Policy Act;

(c) Sec. 11 (a) and (b) of Republic Act No. 8479 or The Downstream Oil Industry
Deregulation Act;

(d) Sec. 45 of Republic Act No. 9136 or The Electric Power Industry Reform Act;
{e) Sec. 13 of Republic Act No. 9295 or The Domestic Shipping Development Act;

(f) Sec. 24 and 25 of Republic Act No. 9502 or The Universally-Accessible Cheaper and
Quality Medicines Act.

Provided, That in case of conflict between this Act and such provisions of existing competition
laws and regulations, the provisions of this Act shall prevail.

SECTION 49. Effectivity Clause - This Act shall take effect fifteen (15) days following its
publication in the Official Gazette and in at least two (2) national newspapers of general
circulation. Provided however, That in order to allow affected parties time to renegotiate
agreements or restructure their business to comply with the new competition law, the penal
provisions under Section 12 of this Act, except for those already prohibited under the Revised



Penal Code, shall be imposed one (1) year after the effectivity of the Implementing Rules and
Regulations of this Act.

Approved,