, 
'sftl!lti 
SIXTEENTH CONGRESS OF THE REPUBLIC ) 
t.f(,;, .f tll,<;ilomtt..v 
OF THE PHILIPPINES 
) 
First Regular Session 
) 
'13 
~UG 29 1'5 :20 
SENATE 
S. No. 
1453 
Introduced by Senator Miriam Defensor Santiago 
EXPLANATORY NOTE 
The Constitution, Article 17, Section 19, provides: 
Sec. 19. The State shall regulate or prohibit monopolies when 
the public interest so requires. No combinations in restraint of trade or 
unfair competition shall be allowed . 
.. I 
Any undue advantage of one or more firms consisting in the exclusive right 
to carry on a particular business or trade is referred to as a monopoly. It is a type of 
market structure wherein only one or a small number of companies dominate the 
total sales of a product or service. Monopolies generally stifle competition and lead 
to higher prices to the detriment ofthe public. 
Except perhaps for the Energy Regulatory Commission in the case of the 
electric power industry, the prosecution of persons engaged in anti-trust or unfair 
competition behavior as well as recovery of civil damages arising there from is the 
primary responsibility of the private offended party. While the Department of 
Justice supervises the prosecutorial service for all criminal complaints in the 
country, it does not function like a trade board or commission dedicated to the 
enforcement of anti-competition" legal provisions. Apart from this lack of 
specialized implementation and the absence of a comprehensive law against 
monopoly, there is also a dearth of jurisprudence on the matter. All laws relating to 
anti-trust are scattered in different codes. The existing anti-trust laws do not 
provide for clear-cut guidelines, elements/requisites or evidence to determine 
1 


\ 
\ 
whether an act constitutes unfair competition, monopolistic behavior or restraint of 
trade. We need a proper body to determine whether there is any violation of anti-
trust laws. 
There is a need to promote and enhance economic efficiency as wen as fair 
competition in trade and all commercial economic activities. This bill seeks to 
prevent the concentration of economic power in a few by penalizing combinations 
or conspiracies in restraint of trade or those that will prevent free market 
competition. It prohibits anti-competitive agreements and mergers and abuse of 
dominant position. 
. -" 
, " 
2 


SIXTEENTH CONGRESS OF THE REPUBLIC ) 
OF THE PHILIPPINES 
) 
First Regular Session 
SENATE 3 
s. No. 
145 
) 
'13 
AUG 29 P5 :20 
RECEIVE!) BY: r 
Introduced by Senator Miriam Defensor Santiago 
1 
AN ACT 
2 
PENALIZING ANTI-COMPETITIVE AGREEMENTS, ABUSE OF 
3 
DOMINANT POSITION, AND ANTI-COMPETITIVE MERGERS, 
4 
ESTABLISHING THE PHILIPPINE FAIR COMPETITION COMMISSION 
Be it enacted by the Senate and House of Representatives of the Philippines 
in Congress assembled: 
5 
SECTION 1. Title. 
- This Act shall be known and cited as the "Fair 
6 
Competition Law." 
7 
SEC. 2. Declaration of Policy. -,- Pursuant to the constitutional mandate that 
8 
the State shall regulate or prohibit monopolies when the public interest so requires 
9 
and that no combinations in restraint of trade or unfair competition shall be 
10 
allowed, the State shall: 
11 
(a) promote and enhance economIC efficiency and free, full 
and fair 
12 
competition in trade, industry and all commercial economic activities; 
13 
(b) prevent the concentration of economic power in a few persons who 
14 
threaten to control the production, trade, or industry in order to stifle 
15 
competition, distort, manipulate or constrict the discipline of free markets, 
16 
increase market prices in the Philippines; and 
17 
(c) penalize all forms of anti-competitive agreements, abuse of dominant 
18 
position, and anti-competitive mergers, with the objective of protecting 
1 


1 
consumer welfare and advancing domestic and international trade and 
2 
economic development. 
3 
SEC. 3. Scope and Application. - This Act shall be enforceable within the 
4 
territory of the Republic of the Philippines and shall apply to all areas of trade, 
5 
industry and commercial economic activity. It shall likewise be. applicable to 
6 
international trade having direct, substantial and reasonably foreseeable effects in 
7 
trade, industry or commerce in the Republic of the Philippines including those that 
8 
result from acts done outside the Republic ofthe Philippines. 
9 
The Act shall apply to: (a) all firms as defined hereunder and all their 
10 
commercial agreements, actions or transactions involving goods, services or 
11 
intellectual property; and, (b) all agents, officers, employees, partners, owners, 
12 
directors, consultants, stockholders, representatives, managers, supervisors, and all 
13 
other natural persons who acting on behalf of juridical persons shall authorize, 
14 
engage or aid in the commission of restrictive practices prohibited under this Act. 
15 
This Act shall apply neither to the combinations or activities of workers or 
16 
employees nor to agreements or arrangements with their employers when such 
17 
combinations, activities, agreements, or arrangements are designed solely to 
18 
facilitate collective bargaining in respect of conditions of employment. 
19 
SEC. 4. Definition of Terms. - As used in this Act, the following terms 
20 
shall be defined as: 
21 
( a) "Agreement" shall refer to any type or form of arrangement, 
22 
understanding, undertaking or concerted action, whether formal or 
23 
informal or tacit, written or oral; 
24 
(b) "Cartel" shall refer to a combination of firms, providing goods in relevant 
25 
markets, acting or joined together to obtain· a shared monopoly to control· 
26 
production, sale and price, or to obtain a obtain control in any particular 
27 
industry or commodity, or a group of firms that agree to restrict trade. It 
28 
shall also refer to firms or section of firms having common interests 
29 
designed to promote the exchange of knowledge resulting from scientific 
2 


1 
and technical research, exchange of patent rights and standardization of 
2 
products among themselves with the intent of preventing, restricting or 
3 
distorting competition; 
4 
(c) "Commission" shall refer to the Philippine Fair Competition Commission 
5 
created under this Act; 
6 
(d) "Competition" shall refer to the process by which economic agents, acting 
7 
independently in the market, limit each other's ability to control the 
8 
prevailing conditions in the market; 
9 
(e) "Contr01" shall refer to at least twenty percent (20%) ownership, directly 
10 
or indirectly, of a firm or a group of firms by another firm; 
11 
(t) "Dominant Position" shall refer to a situation where a firm, either by itself 
12 
or acting in collusion with other firms, is in a position to control a relevant 
13 
market for the sale of a particular good or service by fixing its prices, 
14 
excluding competitor firm, or controlling the market in a specific 
15 
geographical area; 
16 
(g) "Firm" shall refer to any person, natural or juridical, partnership, 
17 
combination or association in any form, whether incorporated or not, 
18 
domestic or foreign, including those owned or controlled by the 
19 
government, engaged directly or indirectly in any economic activity; 
20 
Provided, That, two firms, one of which is controlled by the other, shall 
21 
be treated as one firm: Provided, further, That two or more firms that are 
22 
controlled by a single firm shall be treated as one firm; 
23 
(h) "Goods" and "Services"; "Goods" shall refer to all types of tangible and 
24 
intangible property that could be bought and sold, and the possession of 
25 
which could be transferred in whole or in part, temporarily or 
26 
permanently; 
27 
"Services" shall refer to the provision of things of value or articles or 
28 
items that could be used by one person, whether natural or juridical 
29 
through human interaction or through the use, without transfer of 
3 


1 
ownership, of the facilities of the provider by the client, or a combination 
2 
of both. It shall include all non-tangible goods. It is the non-material 
3 
equivalent of a good, consumed at the point of sale and does not result in 
4 
ownership; 
5 
(i) "Market" and "Relevant Market": "Market" shall refer to a place or venue 
6 
of commercial activity, which may be a city, province, region, the whole 
7 
area of the Philippines, or which may extend beyond the borders of the 
8 
Republic of the Philippines, where articles are bought or sold, it shall also 
9 
refer to the geographical or economic extent of commercial demand; 
10 
"Relevant Market" shall refer to the line of commerce in which 
11 
competition has been restrained. It shall also refer to the' geographic area 
12 
involved, 
including all reasonably substitutable goods, 
and all 
13 
competitors, to which consumers could turn if the restraint or abuse results 
14 
in the significant increase in prices; 
15 
G) "Mergers" shall refer to two or more undertakings, previously 
16 
independent of one another, join together. This definition includes 
17 
transactions whereby two firms legally merge into one (mergers), one firm 
18 
takes sole control of the whole or part of another (acquisitions or 
19 
takeovers), two or more firms acquire joint control over another firm 
20 
Uoint ventures) and other transaction, whereby one or more undertakings 
21 
acquire control over one or more undertakings, such as interlocking 
22 
directorates;, and 
23 
(k) "Monopoly" shall refer to a privilege or undue, advantage of one or more, 
24 
firms, consisting in the exclusive right to carryon a particular business or 
25 
trade, and/or manufacture a particular product, article or object of trade, 
26 
commerce or industry. It is a form of market structure in which one or 
27 
only a few firms dominate the total sales of a product or service. 
28 
(1) "Subsidiary" shall refer to a corporation more than fifty percent (50%) of 
29 
the voting stock of which is owned or controlled, directly or indirectly, 
4 


1 
through one or more intermediaries, by another corporation, which 
2 
thereby becomes its parent corporation. 
3 
Chapter II 
4 
PHILIPPINE FAIR COMPETITION COMMISSION 
5 
SEC. 5. Philippine Fair Competition Commission. -
To implement the 
6 
national policy and attain the objectives and purposes of this Act, an independent 
7 
Commission is hereby created, to be known as the Philippine Fair Competition 
8 
Commission (PFCC), which shall hereinafter be referred to as the Commission, 
9 
and shall be organized within one hundred eighty (180) days after the approval of 
10 
this Act. 
11 
For budgetary purposes, the Commission shall be under the Office of the· 
12 
President. 
13 
(a) Composition. - The Commission shall be composed of a Chairperson and 
14 
four (4) Associate Commissioners. The Chairperson and Commissioners 
15 
shall be citizens and residents of the Philippines, at least forty (40) but 
16 
not more than sixty-five (65) years of age, of good moral character and of 
17 
recognized probity and independence. The Chairperson and two (2) of the 
18 
Associate Commissioners shall be members of the Philippine Bar and the 
19 
remaining two (2) shall be of recognized competence in the field of 
20 
economics preferably in industrial organization economics, or finance, 
21 
commerce, accounting, or management. They must have actively 
22 
practiced their professions for at least ten (10) years, but must not have 
23 
been candidates for any elective national or local office in the 
24 
immediately preceeding elections, whether regular or special. 
25 
(b) Term of Office. - The Chairperson and the Associate Commissioners 
26 
shall be appointed by th~ President of the Philippines. The term of office 
27 
of the Chairperson and the Associate Commissioners shall be six (6) years 
28 
without reappointment. The Chairperson shall hold office for six years 
29 
and of the first four (4) Associate Commissioners, two (2) shall hold 
30 
office for a term of four (4) years and two (2) for a term of two (2) years. 
5 


1 
In case a vacancy occurs before the expiration of the term of office, the 
2 
appointment to such vacancy shall be only for the unexpired term of the 
3 
predecessor, 
4 
(c) Prohibition and Disqualifications. - The Commissioners shall not, during 
5 
their tenure, hold any other office of employment. They shall not, during 
6 
their tenure, directly or indirectly practice any profession, participate in 
7 
any business, or be financially interested in any contract with, or any 
8 
franchise, or special privileges granted by the govt;rnment or any 
9 
subdivision, agency, or instrumentality thereof, including government-
10 
owned and controlled corporations of their subsidiaries. They shall strictly 
11 
avoid conflict of interest in the conduct of their office. They shall not be 
12 
qualified to run for any office in the election immediately succeeding their 
13 
cessation from office. They shall not be allowed to appear or practice 
14 
before the Commission for two (2) years following their cessation from 
15 
office. 
16 
No spouse or relative by consanguinity or affinity within the fourth civil 
17 
degree and no former law, business, or professional partner or associate 
18 
of any of the Commissioners, the Chairperson and the Secretary of the 
19 
Commission may appear as Counselor agent on any matter pending 
20 
before the Commission or transact business directly or indirectly therein 
21 
during his/her incumbency and within one (1) year from his/her cessation. 
22 
of office. 
23 
(d) Compensation of Commissioners. -
the Chairperson of the Commission 
24 
shall hold the rank of and shall have the privileges and compensation 
25 
equivalent to that of a Department Secretary or Presiding Justice of the 
26 
Court of Appeals, whichever is 
higher, 
while the Associate 
27 
Commissioners shall each hold the rank of and shall have the privileges 
28 
and compensation equIValent to that of a Department Undersecretary or 
29 
Associate Justice of the Court of Appeals, whichever is higher. 
30 
(e) Quorum. - Three (3) members of the Commission shall constitute a 
31 
quorum and the affirmative vote of three members (3) shall be necessary 
6 


1 
for the adoption of any rule, ruling, order, resolution, decision or other 
2 
acts ofthe Commission en banco 
3 
(f) Principal Office, Branch and Venue. - The Commission shall hold its 
4 
principal office in Metro Manila but it may conduct hearings outside of 
5 
Metro Manila upon prior notice for inquiries, studies or any other 
6 
proceedings required for the proper and efficient exercise of its power 
7 
and the discharge of its duties. It may establish branch office outside of 
8 
Metro Manila as may be necessary for the effective discharge of its 
9 
functions. 
10 
(g)StafJ. D The Commission shall appoint an adequate staff which shall be 
11 
headed by an Executive Director, fix the compensation in accordance 
12 
with the Revised Compensation and Position Classification Law and 
13 
determine their status, qualifications and duties. The Executive Director 
14 
shall be appointed by the President and shall have relevant experience in 
15 
any of the fields of law; economics, commerce, management or finance 
16 
for at least ten (10) years. Provided, That the Executive Director shall be 
17 
a Career Executive Service Officer (CESO). The member8 of the technical 
18 
staff, except those performing purely clerical functions, shall possess at 
19 
least a Bachelor's Degree in the following lines of specialization: 
20 
economics, 
preferably 
III industrial 
organization; 
law; 
finance; 
21 
commerce; accounting; or management. 
22 
SEC. 6. Original and Exclusive Jurisdiction, Powers and Functions -
23 
The Commission shall have the original and exclusive Jurisdiction to enforce and 
24 
implement the administrative provisions of this Act, its implementing rules and 
25 
regulations, and all other competition laws, and in particular: 
26 
(a) Powers of the Commission without Hearing. -
The Commission shall 
27 
have the power to do the following acts, without hearing: 
28 
(l)Motu Proprio Investigation or Upon Complaint. 
-
To commence 
29 
30 
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 
7 


1 
the issuance of a cease and desist order prior to the commencement of a 
2 
preliminary inquiry, and/or the institution of a civil or administrative 
3 
action; 
4 
(2)Administrative Action. -
To attest and file all complaints for appropriate 
5 
administrative relief from or against violations of this Act or other 
6 
competition laws; 
7 
(3) Civil Action. -
To attest and file, on behalf ofthe State, civil complaints 
8 
for damages to business or property of the State, arising from a violation 
9 
of this Act and other competition laws; 
10 
(4)Deputization. -
To require any government agency to lend assistance 
11 
and information necessary in the discharge of its responsibilities under 
12 
this Act, and examine, if necessary, pertinent records and documents in 
13 
the possession of such government agency; 
14 
(5)Issuance of Subpoena. -' To issue subpoena, subpoena duces tecum and 
15 
subpoena ad testificandum in the exercise of its functions, powers and 
16 
duties under this Act, subject to the following standards: 
17 
18 
19 
20 
21 
22 
23 
24 
25 
26 
27 
1. 
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; 
iii. 
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, and if he has 
none, the Commission shall appoint a de officio counsel for him; 
and of his right to avail of the privilege of immunity from 
prosecution herein prescribed; 
8 


1 
(b) Powers of the Commission Upon Prior Notice and Hearing. -
The 
2 
Commission may exercise the following powers, only upon prior notice and 
3 
hearing: 
4 
(I) Binding Rules -
To issue binding rulings; 
5 
(2) Show Cause Order and Decision -
To issue show cause orders, and 
6 
thereafter, render decision thereon; 
7 
(3) Consent Judgment -
To approve, or disapprove, proposals for consent 
8 
judgment; 
9 
(4) Preliminary Inquiry -
To conduct the required preliminary inquiry of 
10 
cases involving violations of this Act and other competition laws; and 
11 
thereafter, if appropriate, to sign and file the proper criminal complaint 
12 
before the Department of Justice; and 
13 
(5) Administrative Fines, Penalties and Sanctions -
To impose the 
, , 
14 
appropriate administrative fines or penalties herein authorized to be 
15 
imposed. 
16 
(c) Other Powers and Functions of the Commission: 
17 
(l)Industry Studies and Company Profile. -
To gather and compile 
18 
information and investigate from time to time, the way a given industry 
19 
is structured or organized whether as a monopoly, oligopoly, or 
20 
competitive; the way the firms within that industry act, behave, or 
21 
conduct themselves in such matters as setting prices, determining output, 
22 
and the resulting performances of the industry as a whole; the 
23 
organization, business, conduct, practices and management of any 
24 
person, partnership, or corporation engaged in trade, commerce, or 
25 
industry and its relation to individuals, partnerships, associations,· 
26 
corporations, firms and 'other business enterprises; 
27 
(2)Annual and Special Reports. -
To require, by general or special orders, 
28 
firms engaged in trade, commerce, or industry to file with the 
29 
Commission in such form as the Commission may prescribe, annual or 
9 


1 
2 
3 
4 
5 
6 
7 
8 
9 
10 
11 
12 
13 
14 
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 
shall 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 
costumers, 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 
15 
time, such portions of the information obtained by it under this Act, 
16 
except trade secrets and names of customers, as it shall deem expedient in 
17 
the public interest; 
18 
(4)Reports and Recommendations to Congress. -
To submit annual and 
19 
special reports to Congress, through the Congressional Oversight 
20 
Committee on Fair Competition created under this Act, including 
21 
proposed legislation for the regulation of trade, commerce, or 
22 
industry, and provide for the publication of its reports and resolutions 
23 
in such form and manner as may be best adopted for public 
24 
information and transparency; and 
25 
(5)Trade Conditions, Domestic and Foreign. -
To study from time to 
26 
27 
28 
29 
30 
time, trade conditions in and with foreign countries where 
associations, combinations, or practices of manufacturers, merchants, 
or traders, or other coriditions, may affect the foreign trade of the 
Philippines, and report to Congress its findings and recommendations 
thereon as it may seem advisable. 
10 


1 
Sec. 7. Jurisdiction of Regional Trial Courts. 
-
The Regional Trial 
2 
Court shall have jurisdiction over cases arising from violations of the provisions 
3 
of this Act. 
4 
With respect to personal actions arising from the violations of the provisions of 
5 
this Act, actions may be commenced and tried where the plaintiff or any of the 
6 
principal plaintiff resides, or where the defendant or any of the principal 
7 
defendants reside, or in the case of a non-resident defendant, where he may be 
8 
found, at the election of the plaintiff. 
9 
CHAPTER III 
10 
PROHIBITED ACTS 
11 
SEC. 8. Anti-competitive Agreements. -
It shall be unlawful for firms to 
12 
engage in horizontal and vertical agreements that prevent, distort or restrict 
13 
competition, unless otherwise ex~mpted. 
14 
1. "Horizontal agreement" means an agreement entered into between two or 
15 
more enterprises operating at the same level in the market; 
16 
ii. "Vertical Agreement" means an agreement entered into between two or 
17 
more enterprises, each of which operates, for the purposes of the 
18 
agreement, at different levels of the production or distribution chain, and 
19 
relating to the conditions under which the parties may purchase, sell or 
20 
resell certain goods or services; 
21 
There shall be a prima facie case for the existence of an anti-competitive 
22 
agreement if and when the Commission finds that two or more firms that are 
23 
ostensibly competing for the same relevant market and actually perform uniform 
24 
or complimentary acts among themselves which tend to bring about artificial and 
25 
unreasonable increase, decrease or fixipg in the price of any goods or when they 
26 
simultaneously and unreasonably increase, decrease or fix the prices of their 
27 
seemingly competing goods thereby lessening competition in the relevant market 
28 
among themselves. 
11 


1 
(a) Price Fixing -
Any agreement among competitors to raise, suppress, fix 
2 
or otherwise maintain the price at which their goods and services are sold 
3 
such as, but not limited to, establishing or adhering to price discounts, 
4 
holding prices firmly, eliminating or reducing discounts, adopting a 
5 
standard or formula for computing prices, maintaining certain price 
6 
differentials between different types, sizes or quantities of products, 
7 
adhering to a minimum fee or schedule and other analogous schemes with 
8 
the purpose and effect of creating a monopoly of cartel or lessening 
9 
competition. 
10 
(b) Bid Rigging - Any agreement to fix prices at auctions or in any other 
11 
form of bidding, with the purpose and effect of creating a monopoly or 
12 
cartel, or lessening competition such as, but not limited to, cover. 
13 
bidding, bid suppression, bid rotation and market allocation and other 
14 
analogous practices of bid manipulation. 
IS 
In determining whether there. is price fixing or bid rigging, the following 
16 
circumstances may be considered: 
17 
(1) generally, any considered evidence that two sellers of similar goods 
18 
have agreed to set the price of their goods, to sell only a certain 
19 
amount of their goods, or to sell only to a limited number of buyers or 
20 
consumers; 
21 
(2) a drastic change in prices of goods and services involving more than 
22 
one seller of similar goods of different brands, particularly if the 
23 
changes in prices take place in equal amount and about the same time; 
24 
(3) a seller refusing to sell based on an agreement with a competitor, 
25 
(4) the same firm has repeatedly been the low bidder who has been 
26 
awarded contracts for !l certain service or a particular bidder seems to 
27 
win bids on a fixed-rotation; 
28 
(5) there is an unusual and unexplainable difference between the winning 
29 
bid and all other bids; and 
12 


1 
(6) the same bidder bids substantially higher on some bids than on 
2 
others, and there is no logical reason to explain the difference. 
3 
SEC. 9. Abuse of Dominant Position. - it shall be unlawful for one or 
4 
more firms to abuse their dominant position, by engaging in unfair methods of 
5 
competition, or in unfair or deceptive trade practices, or entering into 
6 
combinations in the form of trust or otherwise, or conspiracy, with the purpose 
7 
and effect to prevent, restrict, or distort competition. Abusive agreements such as, 
8 
but not limited to, any of the following, shall be deemed to fall under the crime of 
9 
abuse of dominant position; 
10 
(a) Predatory Behavior Towards Competitors -
Any agreement, including, but 
11 
not limited to, selling goods at below relevant cost with the intent of driving 
12 
competitors out ofthe market, or creating barriers to entry; 
13 
(b) Limitation and Control of Markets -
Any agreement to limit or control 
14 
production, markets, technical development, or investment with the purpose 
15 
and effect of creating a monopoly or cartel, or lessening competition; 
16 
(c) Market Allocation -
Any agreement to divide the market, whether by 
17 
volume of sales or purchase or by territory, by type of goods sold, by 
18 
customers or sellers or by any other means, with the purpose and effect of 
19 
creating a monopoly or cartel, or lessening competition; 
20 
(d) Arrangements to Share Markets or Sources of Supply -
Any agreement to 
21 
share markets or sources of supply of raw materials, with the purpose and 
22 
effect of creating a monopoly or cartel, or lessening competition; 
23 
(e) Price Discrimination -
Any agreement prescribing or charging, directly or 
24 
indirectly, discriminatory pricing terms or conditions in the supply or 
25 
purchase of goods of like grade and quality with the purpose and effect of 
26 
creating a monopoly or . cartel, or substantially lessening competition: 
27 
Provided, That nothing contained herein shall be construed to prohibit 
28 
permissible price differentials unless the same shall have the effect of 
29 
preventing, restricting or distorting competition: Provided, further, That for 
13 


1 
the purpose of this section, the following shall be considered permissible price 
2 
differentials: 
3 
(1) Socialized Pricing -
Socialized pricing for the less fortunate sector of 
4 
the economy; 
5 
(2) Volume Discounts -
Price differentials which reflect an allowance for 
6 
differences in the cost of manufacture, sale, or delivery resulting from 
7 
differing methods or quantities in which the goods are sold or delivered 
8 
to the purchasers; 
9 
(3) Competitive Pricing -
A price differential or other terms of sale in 
10 
response to the competitive price of payments, services or facilities 
11 
furnished by a competitor; 
12 
(4) Bonafide Selection of Customers -
the selection of customers on bona 
13 
fide transaction; and 
14 
15 
16 
17 
18 
19 
20 
21 
,I", ' 
(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 s~le on good faith when a business is going to 
be discontinued. 
(f) Exclusivity Arrangement -
22 
lease or contract for sale or trade of goods concerning where, to whom, or in 
23 
what forms goods may be sold or traded, such as, but not limited to, fixing 
24 
prices, or giving preferential discounts, or rebate upon such price, or imposing 
25 
conditions not to deal with competing firms, where the purpose of such 
26 
agreement is to lessen competition; 
Provided, That nothing contained herein 
27 
shall prohibit· or render unlawful permissible franchising, licensing or 
28 
exclusive distributorship or merchandising agreements; 
14 


1 
(g) Tie-In Arrangements -
Any agreement making the supply of particular 
2 
goods dependent upon the purchase or lease of other goods from the supplier 
3 
or his consignee, where the purpose and effect of such sale or lease or such 
4 
condition is to substantially lessen competition or to create a monopoly or 
5 
cartel; 
6 
(h) Boycott -
Any concerted refusal to sell or conspiracy not to sell or to stop 
7 
doing business on the part of the suppliers of any goods, unless for a legitimate 
8 
purpose. 
9 
(i) Applicability of the Prohibited Acts to Non-dominant Persons or Firms - It 
10 
shall be unlawful for persons or firms who may not be holding a dominant 
11 
position to commit the same acts specified in this section. 
12 
SEC. 10. Anti-competitive Mergers -
No firm engaged in commerce or trade 
13 
shall acquire, directly or indirectly, the whole or any part of the stock or other 
14 
share capital, or the whole or any part (j)fthe assets, of one or more firms engaged in 
15 
any line of commerce or trade where the effect of such acquisition of such stocks, 
16 
share capital, or assets, or of the use of such stock by voting or granting of proxies or 
17 
otherwise maybe to substantially lessen 'competition, or tend to create a monopoly. 
18 
(a) Permissible Stock or Asset Acquisition or Ownership. -
Nothing contained 
19 
herein, however, shall be construed to prohibit: 
20 
(1) A firm from purchasing the stock or other share capital of one or more 
21 
corporations solely for investment and not using the same by voting or 
22 
otherwise to bring about, or in attempting to bring about, the substantial 
23 
lessening of competition; 
24 
(2) A corporation from causing the formation of subsidiary corporations, 
25 
or from owning and holding all or part of the stock of such 
26 
subsidiary corporatidns, for the actual carrying on of their immediate 
27 
lawful business, or the natural and legitimate branches or extensions 
28 
thereof; and 
15 


1 
(3) A firm from continuing to own and hold the stock or other share 
2 
capital or assets of another corporation which it acquired prior to the 
3 
approval ofthis Act. 
4 
(b) Notification Prior to Stock or Asset Acquisition. -
No firm shall acquire, 
5 
directly or indirectly, the shares of stocks or assets of any other firm, if as 
6 
a result of the acquisition, the acquiring firm would own twenty percent· 
7 
(20%) or more of the shares of stock or assets of the acquired firm, unless, 
8 
the acquiring and selling firm notifY, prior to the conclusion of the 
9 
agreement for such acquisition and III the prescribed form, the 
10 
Commission of such proposed acquisition. Only the acquiring firm is 
11 
required to make the notification in a tender offer. The contemplated 
12 
acquisition shall be deemed approved, unless the Commission, within 
13 
thirty (30) calendar days from receipt of the notification, orders the 
14 
acquiring firm to show cause why the proposed acquisition shall not be 
15 
declared as prohibited under this Act. The show cause order shall set forth 
,'. 
" 
16 
the facts upon which it is based. The acquiring or selling firm may contest 
17 
the show cause order, in which case, the proposed acquisition shall be 
18 
considered enjoined until the Commission shall have rendered a decision 
19 
on the proposed acquisition after due notice and hearing, within further 
20 
sixty (60) calendar days in accordance with the procedure prescribed 
21 
herein for the disposition of a show cause order. If the Commission fails 
22 
to make a decision within the prescribed 60 calendar day limit, the 
23 
acquisition shall be deemed approved and the parties may proceed to 
24 
implement it. 
25 
(c) Transactions Exempt from Prior Notice Requirement. -
The following 
26 
classes oftr~lllsactions are exempt from the prior notice requirement under 
27 
this Section: 
28 
(1) Acquisition of goods or realty transferred in the ordinary course of 
29 
business; 
30 
(2) Acquisitions of bonds, mortgages, deeds of trust, or other 
31 
obligations which are not voting securities; 
16 


1 
2 
3 
4 
5 
6 
7 
8 
9 
10 
11 
12 
13 
(3) Acquisition of voting securities of an issuer at least fifty percent 
(50%) of the voting securities of which are pwned 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 provision 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; 
, , 
14 
(8) Acquisitions of voting securities pursuant to the preemptive rights 
15 
of the acquiring firm or, if, as a result of such acquisition, the voting 
16 
securities acquired do not increase, directly or indirectly, the 
17 
acquiring firm's per centum share of outstanding voting securities 
18 
of the issuers; or 
19 
(9) Such other acquisitions, transfers, or transactions which the 
20 
Commission may declare as not likely to violate the provisions of 
21 
this Act or any other proper and applicable law. 
22 
CHAPTER IV 
23 
FINES AND PENALTIES 
24 
SEC. 11. Administrative'!enalties. -
25 
(aJ Without prejudice to the violation of other laws, any firm that shall be 
26 
found to have violated Sections 8, 9 and 10 of this Act, or any combination thereof, 
27 
shall, for each and every violation, be punished by a fine of not less than one 
17 


I 
hundred thousand pesos (PhpIOO,OOO.OO) and not exceeding twenty million pesos 
2 
(Php 20,000,000.00) if a natural person; by a fine of not less than one million pesos 
3 
(Php 
1,000,000.00) 
but 
not 
exceeding 
one 
hundred 
million 
pesos 
4 
(Php I 00,000,000.00) if a firm, at the discretion of the Commission. 
5 
In addition, a fine shall be imposed in an amount double the gross proceeds 
6 
gained by the violatorls or double the gross loss suffered by the plaintiffs. 
7 
(b) Failure to Comply With an Order of the Commission. -
Any person 
8 
who unjustifiably fails or neglects to comply with any term or condition of a 
9 
binding ruling, or a cease and desist order issued by the Commission, shall pay a 
10 
fine of not less than Fifty thousand pesos (Php50,000.00) for each violation. Each 
II 
violation shall be deemed a separate offense. In the case of continued non-
12 
compliance, the legal interest (herein fixed at 6% per annum) shall be levied on the 
13 
fine imposed until the orders are complied with. 
14 
(c) Supply of Incorrect or Misleading Information. -
The Commission 
, , 
15 
may likewise impose upon persons or entities fines of not less than Five thousand 
16 
pesos (Php 5,000.00) to not more than One hundred thousand pesos (Php 
17 
100,000.00) where, intentionally or negligently, they supply incorrect or 
18 
misleading information in any document, application or other paper filed with or 
19 
submitted to the Commission or supply incorrect or misleading information in an 
20 
application or other paper filed with or submitted to the Commission or supply 
21 
incorrect or misleading information in an application for a binding ruling, a 
22 
proposal for a consent judgment, proceedings relating to a show cause order, or 
23 
application for modification of the Commission's ruling, order or approval, as the 
24 
case may be. 
25 
SEC. 12. Criminal Penalties. -
Without prejudice to the violation of other 
26 
laws, any firm that shall be found to have violated Sections 8, 9, and 10 of this 
27 
Act, or any combination thereof; shall, for each and every violation, be punished 
28 
by a fine of not less one hundred thousand pesos (Phpl00,000.OO) and not 
29 
exceeding twenty million pesos (Php 20,000,000.00) if a natural person; by a fine 
30 
of not less than one million pesos (Php 1,000,000.00) but not exceeding one 
18 


1 
hundred million pesos (PhplQO,OOO,OOQ.OO) if a firm, and by imprisonment not 
2 
exceeding ten (10) years, or both, at the discretion of the court. 
3 
In the alternative, a fine shall be imposed in the amount double the gross 
4 
proceeds gained by the violator or double the gross loss suffered by the plaintiffs. 
5 
For purposes of determining the persons who will suffer the punishment of 
6 
imprisonment as provided under the preceding paragraph, provisions of the 
7 
Revised Penal Code, Title II, Articles 16, 17, 18, and 19 on criminal liability of 
8 
principals, accomplices, and accessories shall apply. 
9 
CHAPTER V 
10 
ENFORCEMENT 
11 
SEC. 13. Preliminary Inquiry. -
The Commission shall motu propio, or 
12 
upon the filing of a verified complaint by an interested party or upon referral by the 
13 
concerned regulatory agency, initiate a preliminary inquiry for the enforcement of 
14 
this Act. 
15 
No criminal or civil case for violation of this Act shall be filed or instituted 
16 
by a private party directly in court, unless there has been a preliminary inquiry 
17 
conducted by the Commission and the same has been endorsed for filing by the 
18 
Commission. 
19 
SEC. 14. Powers of Concerned Government Agencies. -
Notwithstanding 
20 
the provisions of the preceding section, the exercise of regulatory powers by 
21 
different government agencies, including local government units, over an industry 
22 
or a sub-sector of an industry shall be cumulative and shall not be construed in 
23 
any way as derogating from the power and authority of the concerned agency. The 
24 
government agencies shall cooperate and coordinate with one another in the 
25 
exercise of their powers in order to prevent overlap, to share confidential 
26 
information, or for other effective measures. The Commission can seek technical 
27 
assistance from sectoral regulators. 
19 


1 
The Commission shall have primary and sole jurisdiction over competition 
2 
issues, while the regulatory body shall continue to exercise jurisdiction over all 
3 
matters with regard to the firms' operation and existence. 
4 
SEC. 15. Power to Investigate and Enforce Orders and Resolutions. -
5 
The Commission shall conduct preliminary inquiries by administering oaths, 
6 
issuing subpoena duces tecum and summoning witnesses, and commissioning 
7 
consultants and experts. It shall determine if any provision of this Act has been 
8 
violated, enforce its orders and carry out its resolutions by making use of any 
9 
available means, provisional or otherwise, under existing laws and procedures 
10 
including the power to punish for contempt and to impose fines. 
11 
SEC. 16. Self-Incrimination. - Pursuant to the preceding section, a person 
12 
who is the subject of any preliminary inquiry or investigation by the Commission 
13 
shall produce the specified document or information when so required by written 
14 
notice subject only to the limitations provided for in Article III, Section 17 of the 
15 
1987 Philippine Constitution. 
16 
SEC. 17. Privileged Communication Exclusion. -
Nothing in the 
17 
preceding section shall compel the disclosure of privileged communication: 
18 
Provided, That the person who refuses to disclose the information or produce the 
19 
document or other material required, by the inquiring officer in relation to the 
20 
preliminary inquiry being conducted shall nevertheless be obliged to give the 
21 
name and address of the firm to whom, or by whom, or on whose behalf, such 
22 
privileged communication was made. 
23 
SEC. 18. Confidentiality of Information. - Any document or information 
24 
submitted by firms, as determined and marked confidential by the Commission, 
25 
relevant to any investigation being conducted pursuant to this Act shall not, in any 
26 
manner, be directly or indirectly disclosed, published, transferred, copied, or 
27 
disseminated. The identity of persons who provide information to the Commission 
28 
and who need confidentiality to protect themselves against economic retaliation, 
20 


1 
and any Commission deliberations in regard to current or still uncompleted matters 
2 
shall remain confidential. 
3 
Any violation of this provision shall be imposed a fine of not less than One 
4 
hundred thousand pesos (Php 100,000.00) but not more than Five hundred thousand 
5 
pesos (Php 500,000.00). 
6 
SEC. 19. Leniency. - Any person or firm which cooperates or furnishes any 
7 
information, document or data to the Commission before or during the conduct of 
8 
the preliminary inquiry that constitutes material evidence as determined by the 
9 
Commission under this Act shall be immune from any suit or charge including 
10 
from the affected parties and third parties: Provided, That the person or firm is not 
11 
the most guilty. Provided, further, That any person or firm which cooperates or 
12 
furnishes information, document or data to the Commission in connection to an 
13 
investigation being conducted shall not be subjected to any form of reprisal or 
14 
discrimination: Provided, furthermore, that such reprisal or discrimination shall be 
. 
15 
considered a violation of this Act and subjected to the penalties provided for under 
16 
Section 11 hereof. 
17 
Nothing in this section shall preclude prosecution for persons and firms who 
18 
reported to the Commission with malicious information, data and falsified 
19 
documents which is damaging to the business and integrity of the persons and 
20 
firms under inquiry. Such act shall likewise be considered as an unfair trade 
21 
practice punishable under this Act. 
22 
SEC. 20. Termination and Action on Preliminary Inquiry. -
The 
23 
Commission, after considering the statements made, or documents or articles 
24 
produced, in the course of an inquiry conducted by it, shall terminate the 
25 
preliminary inquiry by issuing a resolution ordering its closure if no violation or 
26 
infringement of this Act is fout).c!; or. by issuing a nolo contendere resolution; or 
27 
issuing a resolution to, singly or cumulatively, (a) impose penalties in the range 
28 
provided under Section 11 hereof; (b) order the rectification of certain acts or 
29 
omissions; or (c) order the restitution of the affected parties. 
21 


1 
When determined by the facts and circumstances, the Commission shall 
2 
institute a civil action by class suit in the name of the Republic of the Philippines, 
3 
as parens patriae, on behalf of persons residing in the Philippines, to secure treble 
4 
damages for any injury sustained by such persons by reason of any violation of 
5 
this Act, plus the cost of suit and reasonable attorney's fees. 
6 
If the evidence so warrants, the Commission shall file criminal cases for 
7 
violation of this Act or relevant laws before the Department of Justice pursuant to 
8 
Section 12 of this Act. 
9 
SEC. 21. Nolo Contendere Resolution. -
Any firm under inquiry for 
10 
violation of the provisions of this Act may submit to a nolo contendere resolution 
11 
at any time before the termination of the preliminary inquiry by: a) the payment of 
12 
an amount within the range of penalties provided for under Section 11 hereof b) by 
13 
entering into an undertaking to effectively stop and rectify the acts complained 
14 
against, make restitution to the affected parties, whether or not the parties are 
15 
plaintiffs or witnesses; and, c) by submitting regular compliance reports as may be 
16 
directed: Provided, That a nolo contendere resolution shall not bar any inquiry for 
17 
the same or similar acts if continued or repeated. 
18 
SEC. 
22. 
Implementing 
Policy; 
Non-Adversarial 
Administrative 
19 
Remedies. - As an implementing and enforcement policy, the Commission shall, 
20 
under such rules and regulations it may prescribe, encourage voluntary compliance 
21 
with this Act and other competition laws by making available to the parties 
22 
concerned the following and other analogous non-adversarial and non-adjudicatory 
23 
administrative remedies, before the institution of administrative, civil, or criminal 
24 
action: 
25 
26 
27 
28 
29 
30 
1. 
Request for Binding Ruling - Any person who is in doubt as to whether 
the contemplated or e~isting 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; 
22 


1 
2 
3 
4 
5 
6 
7 
8 
9 
10 
11 
12 
11. 
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 
13 
spec ifi ed; 
14 
(c) Proposal for Consent Judgment - At any time prior to the issuance of a 
15 
binding ruling, the promul~~tion of cease and desist judgment under a show 
16 
cause order or the promulgation of a decision of judgment in any 
17 
administrative, civil, or criminal case, the person or persons, whose business 
18 
conduct is under inquiry in the particular proceedings may, without in any 
19 
manner admitting a violation of this Act or any other competition laws, 
20 
submit to the Commission a written proposal for the entry of a consent 
21 
judgment, specitying therein the terms and conditions of the proposed consent 
22 
judgment. 
23 
(d) Consultations - Prior to the filing of a request for a binding ruling or the 
24 
submission of a proposal for consent judgment, the person or persons 
25 
concerned may communicate, in writing, with the Commission on matters that 
26 
should be included or excluded in such request or proposal, which the 
27 
Commission may consider necessary for the effective enforcement of this Act 
28 
or other competition laws. , ., 
29 
(e) Binding Ruling, Cease and Desist Order, and Consent Judgment. -
Based 
30 
upon the facts, data, and information disclosed or supplied by the persons 
31 
concerned, or established by substantial evidence during the hearing, the 
23 


1 
Commission shall issue a binding ruling, a cease and desist order or an 
2 
approval of the proposal for a consent judgment, as the case may be, with 
3 
or without conditions, to the effect that the particular act, course of conduct, 
4 
agreement, decision or practice is in accord with this Act or other 
5 
competition laws, or is exempt thereform, or constitutes a violation thereof. 
6 
If the Commission finds that there is substantial evidence tending to show 
7 
that the act, course of conduct, agreement, decision or practice of the person 
8 
or persons concerned is prohibited, it shall include in its decision the 
9 
appropriate order requiring the person or persons concerned to perform 
1 0 
certain acts: 
11 
(l)Cease and Desist Order. - To cease and desist from continuing 
12 
with the identified act, course of conduct, agreement, decision, or 
13 
practice found to be in violation of the provisions of this Act; and 
14 
(2)Administrative Penalty or Fine. - To pay the fine therein fixed; 
.. 
15 
(j) Monitoring of Compliance. - The Commission shall monitor the compliance 
16 
by the person or persons concerned, their officers, and employees, with the 
17 
final and executory binding ruling, cease and desist order, or approval of a 
18 
consent judgment. Upon motion of an interested party, the Commission shall 
19 
issue a certification to the effect that the person or persons concerned have, 
20 
or have not, as the case may be, complied with a final and executory ruling, 
21 
order, or approval; 
22 
(g) Inadmissibility in Evidence. - The request for a binding ruling, the show 
23 
cause order, or the proposal for consent judgment; the facts, data, and 
24 
information therein contained or subsequently supplied by the person 
or 
25 
persons concerned; admissions, oral or written, made by them against their 
26 
interest; all other documents filed by them including their evidence 
27 
presented in the proceediI?:gs before the Commission; and the judgment 
28 
rendered thereon, shall not be admissible as evidence in any administrative, 
29 
civil or criminal proceedings against such person or persons, their officers, 
30 
employees, and agents nor constitute a basis for the introduction of the 
24 


1 
binding ruling, the cease and desist order, or the consent judgment as prima 
2 
facie evidence against such persons in any such action of proceeding; 
3 
(h) Modification or Reversal of Ruling, Order or Approval. - The Commission 
4 
may motu proprio or upon petition of an interested party, after notice and 
5 
hearing, reopen and alter, modifY, or set aside, in whole or in part, a binding 
6 
ruling, a cease-and-desist order, or an approved consent judgment: 
7 
(I) Whenever conditions of material fact or law have so change as to 
8 
require such action; 
9 
(2) When the concerned person or persons fail or refuse, without 
10 
justifiable cause therefore, to comply with any condition attached to 
11 
such ruling, order, or approval; or 
12 
(3) When the ruling, order, or approval was based on deliberately 
13 
falsified material fact, data, or information supplied by an interested 
14 
party benefited by such ruling, order, or approval. 
15 
The modification or reversal of a binding ruling, a cease and desist 
16 
order, or an approved consent judgment shall have no retroactive effect and 
17 
shall not affect or impair any right legally acquired prior to the modification 
18 
or reversal thereof, except, that the party who is guilty of unjustified failure 
19 
or refusal to comply as specified in paragraph (2) hereof, or have deliberately 
20 
supplied such falsified material fact, data or information as specified in 
21 
paragraph (3) above, is barred from claiming any vested right therein. 
22 
SEC. 23. Standards. - in the e~ercise of its powers or in the discharge of 
23 
its duties under this act, the Commission shall consider the following: 
24 
(a) the way a given industry is structured or organized whether monopolistic, 
25 
oligopolistic, or competitiv~; 
26 
(b) the ways the persons engaged III business within a given industry act, 
27 
behave or conduct themselves in such matters as setting prices, determining 
25 


1 
output, and other relevant factors and the resulting performance of the 
2 
industry as a whole; 
3 
(c) the supply and demand situation for the relevant goods or services; 
4 
(d) the appreciable impact of the particular market conduct on market 
5 
conditions, if any; 
6 
(e) the need to bring together complimentary skills to avoid duplication and 
7 
promote efficiency in the industry; 
8 
(1) the need to determine whether or not the anticompetitive effect of a 
9 
particular market conduct may be offset by increased efficiency and 
10 
reduction of excessive or unnecessary expenses; 
11 
(g) the cost and profit levels ofthe industry; 
12 
(h)the need to increase productivity in the particular industry involved; 
13 
(i) the state of the industry, including the need to develop it or to save it from 
14 
its distressed state; 
15 
G) the need of the industry to work more rationally and mcrease their 
16 
productivity and competitiveness on a larger market; 
17 
(k)the need to respond to international competition and other developments in 
18 
the international market; 
19 
(1) the need to encourage or develop small and medium-sized industries; 
20 
(m) 
the impact of the market conduct on the economy and on the 
21 
consuming public, particularly low income groups; 
22 
(n)the need to pool capital resources; 
23 
(0 ) the extent to which the consumers have a possibility of choice of the 
24 
product or service involved; 
25 
(p)the economic and financial power of the parties concerned; 
26 


" 
, 
1 
(q)the attainment of the objectives which are given priority interest in the 
2 
general interest of the country, including the need for the accelerated 
3 
industrialization; and 
4 
(r) the extent to which less restrictive practices are available. 
5 
SEC. 24. Contempt.- The Commission or any of its Divisions may 
6 
summarily punish for contempt by imprisonment not exceeding thirty (30) days 
7 
or by fine, or both, any person guilty of such misconduct in the presence of the 
8 
Commission or any of its Divisions in its vicinity as to seriously interrupt any 
9 
hearing, session or any proceedings before it, including cases in which a person 
10 
willfully fails or refuses, without just cause, to comply with a summon, 
11 
subpoena or subpoena duces tecum legally issued by the Commission or any of 
12 
its Division, being present at a hearing, proceeding, session or investigation, 
13 
refused to be sworn as a witness or to answer questions or to furnish information 
14 
when lawfully required to do so. 
15 
SEC. 25. Decision of the Commission. - Decisions of the Commission 
en 
16 
bane shall be appealable to the Court of Appeals as hereinafter provided. The 
17 
appeal shall not stay the order, ruling or decision sought to be reviewed, unless the 
18 
Court of Appeals shall direct otherwise upon such terms and conditions it may 
19 
deem just. 
20 
SEC. 26. Appeal to the Court of Appeals. - Any party who has actively 
21 
participated in the proceedings before the Commission and is adversely affected 
22 
by a binding ruling, order, or resolution, decision, judgment, rule or regulation 
23 
promulgation after notice and hearing by the Commission sitting en bane, may 
24 
appeal, by means of a notice of appeal and a verified petition for review served 
25 
upon the Commission and other parties who actively participated in the 
26 
proceedings, to the Court of Appeals within thirty (30) days from receipt thereof, 
27 
on the ground that the appealed action of the Commission: 
28 
i. is arbitrary to constitutional rights, power, privilege, or immunity; 
27 


· , 
1 
ii. is contrary to the constitutional rights, power, privilege, or immunity; 
2 
111. is in excess of statutory jurisdiction, authority, or limitations, or is contrary 
3 
to law; 
4 
IV. is without observance ofthe procedure required by law; and 
5 
v. is not supported by substantial evidence. 
6 
The Commission shall be included as a party respondent to the case and shall 
7 
be represented by its own legal staff 
8 
SEC. 27. Appeal to the Supreme Court - A decision of the Court of 
9 
Appeals may be appealed to the Supreme Court in the manner and on the grounds 
10 
prescribed by the Rules of Court. 
11 
SEC. 28. Reception of Additional Evidence. - Any party in the appellate 
12 
proceedings may apply for leave'to the Court of Appeals or the Supreme Court, to 
13 
adduce additional evidence before the Commission. The Court may, under such 
14 
terms and conditions as it may prescribe, order the Commission to receive such 
15 
additional evidence upon showing that it is material and there are reasonable 
16 
grounds for the failure to present said evidence in the proceedings before the 
17 
Commission. The Commission, sitting en bane, may modify its findings as to the 
18 
facts, or make new findings, by reason of the additional evidence taken, and it 
19 
shall file with the appellate court such modified or new findings and its 
20 
recommendations for the affirmation, modification, or setting aside of the 
21 
appealed binding ruling, order, resolution, decision, judgment, rules or regulation. 
22 
SEC. 29. Writ of Execution. - Upon the finality of its binding ruling, order, 
23 
resolution, decision, judgment, or rule or regulation, (collectively, "Decision"), the 
24 
Commission may issue a writ of ~xecution to enforce its decision and the payment 
25 
of the administrative fines provided in the preceding sections. 
26 
SEC. 30. Violation by Corporation, Partnership, Association, and Other 
27 
Entity. - Whenever a corporation, partnership, association, firm or other entity, 
28 


,> 
, 
, " 
whether domestic or foreign, shall commit any of the acts declared to be unlawful 
2 
under this Act, the Chairperson of the Board of Directors, the President, the 
3 
General Manager of the corporation, the general partners of a partnership, and the 
4 
officers and employees directly responsible, shall be jointly and severally liable 
5 
with the firm for the fine imposed therein. 
6 
Should the offense be committed by a foreign corporation licensed to do 
7 
business in the Philippines, the person or persons directly responsible in the 
8 
Philippines for the management and operation thereof, shall be liable. In addition, 
9 
its license to do business in the Philippines shall be cancelled. 
10 
It shall not be a defense for the Chairperson of the Board of Directors, the 
11 
President or the General Manager of a corporation or the general partners of a 
12 
partnership, or the persons responsible for the management and operation of a 
13 
foreign corporation licensed to do business in the Philippines, that the person was 
14 
unaware of the violation, unless, it can be established to the satisfaction of the 
15 
court that even with the exercise of due diligence and proper supervision, the 
16 
person could not have avoided or prevented the violation. 
17 
Any agreement between an officer, partner or any other officer and a 
18 
corporation or partnership whereby the latter directly or indirectly agrees to 
19 
assume, satisfy or indemnify, in whole or in part, the fine of civil obligation 
20 
imposed under this Act of such corporate officer, partner, manager or other officer 
21 
found guilty of violating this Act, shall be void. 
22 
SEC. 31. Alien Violators - If the person violating any provision of this Act 
23 
is a foreigner, said person shall, in addition to the other penalties imposed herein, 
24 
be deported after service of sentence without need of any further proceedings. 
25 
SEC. 32. Essential Commodities - If the violation involves the trade or 
26 
movement of prime commoditle's such as rice, corn, sugar, chicken, pork, beef, 
27 
fish, vegetables, and other articles or commodities of prime or basic necessity as 
28 
declared by the appropriate government agency, through publication, the fine 
29 


," 
. .' 
I 
imposed by the Commission or the courts, as the case may be, shall automatically 
2 
be tripled and the offender shall pay such threefold fine. 
3 
SEC. 33. Private Action - Regardless of the status or pendency of any 
4 
proceedings, any firm that suffers injury by reason of any violation of this Act may 
5 
institute a separate and independent qivil action, irrespective of the amount 
6 
involved in the controversy against the defendant or defendants and shall recover 
7 
treble damages sustained, the costs of suit and reasonable attorney's fees: 
8 
Provided, however, That no filing fees shall be collected: Provided, further, That 
9 
the filing fees shall constitute a first lien in the award of damages. 
10 
SEC. 34. Effect of Final Judgment - Any final judgment in a civil or 
II 
criminal action brought by the Commission on behalf of the people of the 
12 
Philippines under this Act to the effect that a defendant has violated any or all of 
13 
the provisions of this Act shall be res judicata as to any claim by any person on 
14 
whose behalf such action was brought: Provided, That such person notifies the 
15 
court having jurisdiction of the case within the period given by the court: 
16 
Provided, further, That such period shall not be less than ninety (90) days. 
17 
It shall be prima facie evidence against such defendant in any civil action 
18 
brought by any other party under this Act as to all matters respecting which said 
19 
judgment would be an estoppel as between the parties concerned. 
20 
SEC. 35. Distribution of Damages Recovered. - The damages 
recovered 
21 
in a civil action under Section 20 if this Act shall be distributed in the following 
22 
manner: (I) as determined and to be authorized by the Court having jurisdiction of 
23 
the case; and, (2) the remainder of which total amount of damages shall be deemed 
24 
a civil penalty by the Court and shall be deposited to the National Treasury as part 
25 
of the general fund of the government: Provided, That any distribution procedure 
26 
adopted by the Court shall give preference to individual consumers and afford each 
27 
interested person a reasonable opportunity to secure his appropriate portion of the 
28 
net damages obtained. 
30 


.' , 
. " 
SEC. 36. Measurement of Damages. -
Damages may be proved and 
2 
assessed in the aggregate by statistical or sampling methods, by the computation of 
3 
illegal overcharges, or by such other reasonable system of estimating aggregate 
4 
damages as the court in its discretion may permit without the necessity of 
5 
separately proving the individual claim, of, or amount of damage to, persons on 
6 
whose behalf the suit was brought. 
7 
SEC. 37. Immunity from Suit. - The Commissioners and the Staff of the 
8 
Commission shall not be subject to any action, claim or demand in connection with 
9 
any act done or omitted by them in the performance of their duties and exercise of 
10 
their powers, except for those acts and omissions done in evident bad faith or gross 
11 
negligence. 
12 
The Commission shall indemnify each Commissioner and Staff of the 
13 
Commission for all costs and expenses reasonably incurred by such persons in 
14 
connection with any civil or criminal actions, suits or proceedings to which they 
." 
15 
may be or made a party by reason of the performance of their duties or exercise of 
16 
their powers, unless they are finally adjudged in such actions or proceedings to be 
17 
liable for evident bad faith or gross negligence. 
18 
CHAPTER VI 
19 
OTHER PROVISIONS 
20 
SEC. 38. Statute of Limitations. - Any civil or criminal action to enforce 
21 
any cause of action arising from a violation of any provision of this Act shall be 
22 
forever barred unless commenced within five (5) years after the cause of action 
23 
accrues. The running of the statute of limitation shall be suspended during the 
24 
pendency of any proceeding. 
25 
The cause of action beg~ns to run when the plaintiff suffers injury to its 
26 
business or property: Provided, That when the damage suffered by the plaintiff is 
27 
too speculative to prove, the cause of action does not accrue until the damage 
28 
becomes probable: Provided, however, That if the plaintiffs injury is the result of 
29 
the continuing violations of this Act, each independent anti-competitive act may 
31 


. . 
, " 
• 
1 
restart the limitation period or when a plaintiff reasonably fails to uncover a cause or 
2 
action that was fraudulently concealed by a defendant. 
3 
SEC. 39. Intellectual Property Rights. -
The implementation of the 
4 
provisions of this Act shall be without prejudice to the rights, liabilities and 
5 
remedies under Republic Act No. 8293, otherwise known as the Intellectual 
6 
Property Code of the Philippines: Provided, That, the exercise of intellectual 
7 
property rights shall not in any way be used to justify violations of this Act. 
8 
SEC. 40. Trade Associations. - Nothing contained in this Act shall be 
9 
construed to prohibit the existence and operation of trade associations organized to 
10 
promote quality standards and safety issues. Provided, That, these associations 
11 
shall not in any way be used to justify any violation of this Act. 
12 
SEC. 41. Congressional Oversight Committee. -
To oversee the 
13 
implementation of this Act, there shall be created a Congressional Oversight 
14 
Committee on Fair Competition (COCFC) to be composed of the Chairpersons of 
15 
the Senate Committees on Trade and Commerce, Economic Affairs, and Finance; 
16 
the Chairpersons of the House of Representatives Committees on Trade and 
17 
Industry, Economic Affairs and Appropriations; and two members each from the 
18 
Senate and the House of Representatives who shall be designated by the Senate 
19 
President and the Speaker of the House of Representatives; Provided, That one of 
20 
the two Senators and one of the two House Members shall be nominated by the 
21 
respective Minority Leaders of the Senate and the House of Representatives. The 
22 
Congressional Oversight Committee shall be jointly chaired by the Chairpersons of 
23 
the Senate Committee on Trade and Commerce and the House of Representatives 
24 
Committee on Trade and Industry. The Vice-Chair of the Congressional Oversight 
25 
Committee shall be jointly held by the Chairpersons of the Senate Committee on 
26 
Economic Affairs and the HOl,1~e of Representatives Committee on Economic 
27 
Affairs. 
32 


, 
.' , 
, 
,,\ 
1 
The Secretariat of the Congressional Oversight Committee on Fair 
2 
Competition shall be drawn from the existing personnel of the Senate and House of 
3 
Representatives committees comprising the Congressional Oversight Committee. 
4 
CHAPTER VII 
5 
FINAL PROVISIONS 
6 
SEC. 42. Implementing Rules and Regulations. -
The Commission 
7 
shall prepare the necessary rules and regulations within one hundred twenty (120) 
8 
days from the effectivity of this Act: Provided, That, where the same would apply 
9 
to an industry or a sub-sector of industry that is subject to the jurisdiction of a 
10 
regulatory agency, the Commission shall, in preparing the guidelines, consult? with 
11 
the concerned regulatory agency and stakeholders: Provided, further, That the 
12 
Commission may revise such guidelines as it deems necessary: Provided, however, 
13 
That such revised guidelines shall only take effect following its publication in two 
14 
newspapers of general circulation. 
15 
SEC. 43. Appropriations. -
The amount necessary to implement the 
16 
provisions of this Act shall be included in the annual General Appropriations Act. 
17 
However, for the initial budgetary requirements of the Commission, the amount of 
18 
One hundred million pesos (PI 00,000,000.00) is hereby appropriated. 
19 
SEC. 44. Transitory Provision. - For the purpose of ensuring that the 
20 
Commission is organized within the mandated period of one hundred eighty (180) 
21 
days after the approval of this Act, an Inter-Agency Task Force shall be created 
22 
and composed ofthe following agencies: 
23 
a.) Agencies which will provide administrative support to the Commission: 
24 
i. Office of the Presicl~nt, to be represented by the Executive Secretary 
25 
with the Deputy Executive Secretary for Legal Affairs as alterriate; 
33 


I 
2 
3 
4 
5 
6 
7 
8 
9 
10 
11 
12 
13 
14 
IS 
16 
17 
18 
19 
20 
21 
22 
23 
24 
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 
purposed of the Commission: 
1. 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 the Director of the Bureau of Trade Regulation and Consumer 
Protection as alternate representative; 
iii. Department of Justice, to be represented by the Secretary with an 
officer holding at least an Assistant Secretary rank as alternate. 
The Task Force shall also meet in Executive Session with all the 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 f1 ~:the Implementing Rules and Regulations of 
1 k-ti< 
this Act which must be completed : :~'in one hundred twenty (120) days from the 
bt",',", 
effectivity of this Act. The report d . the 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. 
SEC. 45. Suppletory Application. - For purposes ofthis Act, the 
Revised 
25 
Penal Code, as amended, and otlw.r applicable laws shall be applied in a suppletory 
26 
character. 
27 
SEC. 46. Separability Clause. - If any clause, sentence, section or part of 
28 
this Act shall be adjudged by a court of competent jurisdiction to be invalid, 
such 
34 


, 
" 
v 
1 
judgment shall not affect, impair or invalidate the remainder of this Act, but shall 
2 
be confined in its operation to the clause, sentence, paragraph, section, or part 
3 
thereof directly involved in the controversy. 
4 
SEC. 47. Repealing Clause. - The following laws, insofar as they are 
5 
inconsistent with any of the provisions of this Act, are hereby repealed, amended or 
6 
otherwise modified accordingly: 
7 
(a) Sec. 5(3) of Republic Act No. 7851 or the Price Act; 
8 
(b)Sec. 5(t) of Republic Act No. 7925 or The Public Telecommunications 
9 
Policy Act; 
10 
(c) Sec. 11(a) and (b) of Republic Act No. 8479 od the Downstream Oil Industry 
11 
Deregulation Act; 
12 
(d)Sec. 45 of Republic Act No. 9136 or The Electric Power Industry Reform 
13 
Act; 
14 
(e) Sec. 13 of Republic Act No. 9295 or The Domestic Shipping Development 
15 
Act; 
16 
(t) Sec. 24 and 25 of Republic Act No. 9502 or The Universally-Accessible 
17 
Cheaper and Quality Medicines Act. 
18 
Provided, That in case of conflict between this Act and such provisions of 
19 
existing competition laws and regulations, the provisions of this Act shall prevail. 
20 
SEC. 48. Effectivity Clause. - This Act shall take effect fifteen (15) days 
21 
following its publication in the Official Gazette and in at least two (2) national 
22 
newspapers of general circulation: Provided, however, That in order to allow 
23 
affected parties time to renegotiate agreements or restructure their business to 
24 
comply with the new competition law, the penal provisions under Section 12 of 
25 
this Act, except for those already prohibited under the Revised Penal Code, shall be 
26 
imposed one (1) year after the effectivity of the Implementing Rules and 
27 
Regulations of this Act. 
35 


, , 
Approved, 
36