Republic of the PhilippinesCongress of the PhilippinesMetro ManilaSixteenth CongressSecond Regular SessionBegun and held in Metro Manila, on Monday, the twenty-eighth day of July, two thousand fourteen.[Republic Act No. 10667]AN A! "R#$%&%N' (#R A NA!%#NA) #M"*!%!%#N "#)%+ "R#,%B%!%N' AN!%-#M"*!%!%$* A'R**M*N!-, AB.-* #( M%NAN! "#-%!%#N AN& AN!%-#M"*!%!%$* M*R'*R- AN& A/.%-%!%#N-, *-!AB)%-,%N' !,* ",%)%""%N* #M"*!%!%#N #MM%--%#N AN& A""R#"R%A!%N' (.N&- !,*R*(#RBe it enacted by the Senate and House of Representatives of the Philippines in Congress assembled:CHAPTR !"#RA$ PR%&!S!%#SSCT!%# 1' Short Title. 0 !his Act shall be 1nown as the 2"hilippine o3petition Act4.SC' (' Declaration of Policy. ) !he e5ciency of 3ar1et co3petitionas a 3echanis3 for allocating goods and ser6ices is a generally accepted precept. !he -tate recogni7es that past 3easures underta1ento liberali7e 1ey sectors in the econo3y need to be reinforced by 3easures that safeguard co3petiti6e conditions. !he -tate also recogni7es that the pro6ision of e8ual opportunities to all pro3otes entrepreneurial spirit, encourages pri6ate in6est3ents, facilitates technology de6elop3ent and transfer and enhances resource producti6ity. .nencu3bered 3ar1et co3petition also ser6es the interest of consu3ers by allowing the3 to e9ercise their right of choiceo6er goods and ser6ices o:ered in the 3ar1et."ursuant to the constitutional goals for the national econo3y to attain a 3ore e8uitable distribution of opportunities, inco3e, and wealth; a sustained increase in the a3ount of goods and ser6ices produced by the nation for the benea? *nhance econo3ic e5ciency and pro3ote free and fair co3petitionin trade, industry and all co33ercial econo3ic acti6ities, as well as establish a National o3petition "olicy to be i3ple3ented by the 'o6ern3ent of the Republic of the "hilippines and all of its political agencies as a whole;>b? "re6ent econo3ic concentration which will control the production, distribution, trade, or industry that will unduly sti@e co3petition, lessen, 3anipulate or constrict the discipline of free 3ar1ets; and>c? "enali7e all for3s of anti-co3petiti6e agree3ents, abuse of do3inant position and anti-co3petiti6e 3ergers and ac8uisitions, with the obAecti6e of protecting consu3er welfare and ad6ancing do3estic and international trade and econo3ic de6elop3ent.Sec' *' Scope and Application. B !his Act shall be enforceable against any person or entity engaged in any trade, industry and co33erce in the Republic of the "hilippines. %t shall li1ewise be applicable to international trade ha6ing direct, substantial, and reasonably foreseeable e:ects in trade, industry, or co33erce in the Republic of the "hilippines, including those that result fro3 acts done outside the Republic of the "hilippines.!his Act shall not apply to the co3binations or acti6ities of wor1ers or e3ployees nor to agree3ents or arrange3ents with their e3ployers when such co3binations, acti6ities, agree3ents, or arrange3ents are designed solely to facilitate collecti6e bargaining in respect of conditions of e3ploy3ent.Sec' +' Defnition of Terms. 0 As used in this Act=>a? Acquisition refers to the purchase of securities or assets, through contract or other 3eans, for the purpose of obtaining control by=>C? #ne >C? entity of the whole or part of another;>D? !wo >D? or 3ore entities o6er another; or>E? #ne >C? or 3ore entities o6er one >C? or 3ore entities;>b? Agreement refers to any type or for3 of contract, arrange3ent, understanding, collecti6e reco33endation, or concerted action, whether for3al or infor3al, e9plicit or tacit, written or oral;>c? Conduct refers to any type or for3 of underta1ing, collecti6e reco33endation, independent or concerted action or practice, whether for3al or infor3al;>d? Commission refers to the "hilippine o3petition o33ission created under this Act;>e? Condential business information refers to infor3ation which concerns or relates to the operations, production, sales, ship3ents, purchases, transfers, identig? !ominant position refers to a position of econo3ic strength that an entity or entities hold which 3a1es it capable of controlling the rele6ant 3ar1et independently fro3 any or a co3bination of the following= co3petitors, custo3ers, suppliers, or consu3ers;>h? "ntity refers to any person, natural or Auridical, sole proprietorship, partnership, co3bination or association in any for3, whether incorporated or not, do3estic or foreign, including those owned or controlled by the go6ern3ent, engaged directly or indirectly in any econo3ic acti6ity;>i? #ar$et refers to the group of goods or ser6ices that are su5ciently interchangeable or substitutable and the obAect of co3petition, and thegeographic area where said goods or ser6ices are o:ered;>A? #erger refers to the Aoining of two >D? or 3ore entities into an e9isting entity or to for3 a new entity;>1? Relevant mar$et refers to the 3ar1et in which a particular good or ser6ice is sold and which is a co3bination of the rele6ant product 3ar1et and the rele6ant geographic 3ar1et, deC? A rele6ant product 3ar1et co3prises all those goods andFor ser6ices which are regarded as interchangeable or substitutable by theconsu3er or the custo3er, by reason of the goods andFor ser6icesG characteristics, their prices and their intended use; and>D? !he rele6ant geographic 3ar1et co3prises the area in which the entity concerned is in6ol6ed in the supply and de3and of goods and ser6ices, in which the conditions of co3petition are su5ciently ho3ogenous and which can be distinguished fro3 neighboring areas because the conditions of co3petition are di:erent in those areas.CHAPTR !!PH!$!PP!# C%MPT!T!%# C%MM!SS!%#Sec' ,' Philippine Competition Commission. 0 !o i3ple3ent the national co3petition policy and attain the obAecti6es and purposes of this Act, an independent 8uasi-Audicial body is hereby created, which shall be 1nown as the "hilippine o3petition o33ission >"?, hereinafter referred to as the o33ission, and which shall be organi7ed within si9ty >HI? days after the e:ecti6ity of this Act. .pon establish3ent of the o33ission, *9ecuti6e #rder No. JK designating the &epart3ent of Justice as the o3petition Authority is hereby a3ended. !he #5ce for o3petition >#(? under the #5ce of the -ecretary of Justice shall howe6er be retained, with its powers and functions 3odiL? years without reappoint3ent. #f the L? years and of the J? o33issioners, two >D? shall hold o5ce for a ter3 of se6en >L? years and two >D? for a ter3 of K? years. %n case a 6acancy occurs before the e9piration of the ter3 of o5ce, the appoint3ent to such 6acancy shall only be for the une9piredter3 of the predecessor.!he hairperson and the o33issioners shall enAoy security of tenure and shall not be suspended or re3o6ed fro3 o5ce e9cept for Aust cause as pro6ided by law.Sec' -' Prohibitions and Disqualifcations. ) !he o33issioners shall not, during their tenure, hold any other o5ce or e3ploy3ent. !hey shall not, during their tenure, directly or indirectly practice any profession, e9cept in a teaching capacity, participate in any business, or be E? 3e3bers of the o33ission shall constitute a 8uoru3 and the a5r3ati6e 6ote of three >E? 3e3bers shall be necessary for the adoption of any rule, ruling, order, resolution, decision or other acts of the o33ission.Sec' 11' Sta#. 0 !he o33ission shall appoint, C? Ohere there is no e8ually e:ecti6e beha6ioral re3edy; or>D? Ohere any e8ually e:ecti6e beha6ioral re3edy would be 3ore burdenso3e for the enterprise concerned than the structural re3edy. hanges to the structure of an enterprise as it e9isted before the infringe3ent was co33itted would only be proportionate to the substantial ris1 of a lasting or repeated infringe3ent that deri6es fro3 the 6ery structure of the enterprise;>i? &eputi7e any and all enforce3ent agencies of the go6ern3ent or enlist the aid and support of any pri6ate institution, corporation, entity or association, in the i3ple3entation of its powers and functions;>A? Monitor co3pliance by the person or entities concerned with the cease and desist order or consent Audg3ent;>1? %ssue ad6isory opinions and guidelines on co3petition 3atters for the e:ecti6e enforce3ent of this Act and sub3it annual and special reports to ongress, including proposed legislation for the regulation ofco33erce, trade, or industry;>l? Monitor and analy7e the practice of co3petition in 3ar1ets that a:ect the "hilippine econo3y; i3ple3ent and o6ersee 3easures to pro3ote transparency and accountability; and ensure that prohibitions and re8uire3ents of co3petition laws are adhered to;>3? onduct, publish, and disse3inate studies and reports on anti-co3petiti6e conduct and agree3ents to infor3 and guide the industry and consu3ers;>n? %nter6ene or participate in ad3inistrati6e and regulatory proceedings re8uiring consideration of the pro6isions of this Act that are initiated by go6ern3ent agencies such as the -ecurities and *9change o33ission, the *nergy Regulatory o33ission and the National !eleco33unications o33ission;>o? Assist the National *cono3ic and &e6elop3ent Authority, in consultation with rele6ant agencies and sectors, in the preparation andfor3ulation of a national co3petition policy;>p? Act as the o5cial representati6e of the "hilippine go6ern3ent in international co3petition 3atters;>8? "ro3ote capacity building and the sharing of best practices with other co3petition-related bodies;>r? Ad6ocate pro-co3petiti6e policies of the go6ern3ent by=>C? Re6iewing econo3ic and ad3inistrati6e regulations, motu proprio or upon re8uest, as to whether or not they ad6ersely a:ect rele6ant 3ar1et co3petition, and ad6ising the concerned agencies against suchregulations; and>D? Ad6ising the *9ecuti6e Branch on the co3petiti6e i3plications of go6ern3ent actions, policies and progra3s; and>s? harging reasonable fees to defray the ad3inistrati6e cost of the ser6ices rendered.Sec' 1*' Ofce for Competition &O%C'( Po$ers and %unctions. ' !he #( under the &epart3ent of Justice >J-#(? shall only conduct preli3inary in6estigation and underta1e prosecution of all cri3inal o:enses arising under this Act and other co3petition-related laws in accordance with -ection EC of hapter $% of this Act. !he #( shall be reorgani7ed and allocated resources as 3ay be re8uired therefor to e:ecti6ely pursue such 3andate.CHAPTR !!!PR%H!/!T0 ACTSSec' 1+' Anti)Competiti*e A+reements. )>a? !he following agree3ents, between or a3ong co3petitors, are per se prohibited=>C? Restricting co3petition as to price, or co3ponents thereof, or otherter3s of trade;>D? (i9ing price at an auction or in any for3 of bidding including co6er bidding, bid suppression, bid rotation and 3ar1et allocation and other analogous practices of bid 3anipulation;>b? !he following agree3ents, between or a3ong co3petitors which ha6e the obAect or e:ect of substantially pre6enting, restricting or lessening co3petition shall be prohibited=>C? -etting, M3iting, or controlling production, 3ar1ets, technical de6elop3ent, or in6est3ent;>D? &i6iding or sharing the 3ar1et, whether by 6olu3e of sales or purchases, territory, type of goods or ser6ices, buyers or sellers or any other 3eans;>c? Agree3ents other than those specia? and >b? of this section which ha6e the obAect or e:ect of substantially pre6enting, restricting or lessening co3petition shall also be prohibited= Provided% !hose which contribute to i3pro6ing the production or distribution of goods and ser6ices or to pro3oting technical or econo3ic progress, while allowing consu3ers a fair share of the resulting benea? -elling goods or ser6ices below cost with the obAect of dri6ing co3petition out of the rele6ant 3ar1et= Provided, !hat in the o33issionGs e6aluation of this fact, it shall consider whether the entity or entities ha6e no such obAect and the price established was in good faith to 3eet or co3pete with the lower price of a co3petitor in the sa3e 3ar1et selling the sa3e or co3parable product or ser6ice of li1e 8uality;>b? %3posing barriers to entry or co33itting acts that pre6ent co3petitors fro3 growing within the 3ar1et in an anti-co3petiti6e 3anner e9cept those that de6elop in the 3ar1et as a result of or arising fro3 a superior product or process, business acu3en, or legal rights or laws;>c? Ma1ing a transaction subAect to acceptance by the other parties of other obligations which, by their nature or according to co33ercial usage, ha6e no connection with the transaction;>d? -etting prices or other ter3s or conditions that discri3inate unreasonably between custo3ers or sellers of the sa3e goods or ser6ices, where such custo3ers or sellers are conte3poraneously trading on si3ilar ter3s and conditions, where the e:ect 3ay be to lessen co3petition substantially= Provided% !hat the following shall be considered per3issible price di:erentials=>C? -ociali7ed pricing for the less fortunate sector of the econo3y;>D? "rice di:erential which reasonably or appro9i3ately re@ect di:erences in the cost of 3anufacture, sale, or deli6ery resulting fro3 di:ering 3ethods, technical conditions, or 8uantities in which the goods or ser6ices are sold or deli6ered to the buyers or sellers;>E? "rice di:erential or ter3s of sale o:ered in response to the co3petiti6e price of pay3ents, ser6ices or changes in the facilities furnished by a co3petitor; and>J? "rice changes in response to changing 3ar1et conditions, 3ar1etability of goods or ser6ices, or 6olu3e;>e? %3posing restrictions on the lease or contract for sale or trade of goods or ser6ices concerning where, to who3, or in what for3s goods or ser6ices 3ay be sold or traded, such as C? "er3issible franchising, licensing, e9clusi6e 3erchandising or e9clusi6e distributorship agree3ents such as those which gi6e each party the right to unilaterally ter3inate the agree3ent; or>D? Agree3ents protecting intellectual property rights, conf? Ma1ing supply of particular goods or ser6ices dependent upon the purchase of other goods or ser6ices fro3 the supplier which ha6e no direct connection with the 3ain goods or ser6ices to be supplied;>g? &irectly or indirectly i3posing unfairly low purchase prices for the goods or ser6ices of, a3ong others, 3arginali7ed agricultural producers, h? &irectly or indirectly i3posing unfair purchase or selling price on their co3petitors, custo3ers, suppliers or consu3ers, pro6ided that prices that de6elop in the 3ar1et as a result of or due to a superior product or process, business acu3en or legal rights or laws shall not beconsidered unfair prices; and>i? )i3iting production, 3ar1ets or technical de6elop3ent to the preAudice of consu3ers, pro6ided that li3itations that de6elop in the 3ar1et as a result of or due to a superior product or process, business acu3en or legal rights or laws shall not be a 6iolation of this Act=Provided% !hat nothing in this Act shall be construed or interpreted as aprohibition on ha6ing a do3inant position in a rele6ant 3ar1et or on ac8uiring, 3aintaining and increasing 3ar1et share through legiti3ate 3eans that do not substantially pre6ent, restrict or lessen co3petition=Provided% further% !hat any conduct which contributes to i3pro6ing production or distribution of goods or ser6ices within the rele6ant 3ar1et, or pro3oting technical and econo3ic progress while allowing consu3ers a fair share of the resulting bene"C,III,III,III.II?are prohibited fro3 consu33ating their agree3ent until thirty >EI? days after pro6iding notiQI? days fro3 initial notib? "rohibit the i3ple3entation of the agree3ent unless and until it is 3odi"CII,III,III.II? but not 3ore than two hundred "DKI,III,III.II?.%n QI? days fro3 sub3ission of the 6erii? of hapter %% of this Act, no law enforce3ent agency shall conduct any 1ind of fact-J? #ther ter3s and conditions that the o33ission dee3s appropriate and necessary for the e:ecti6e enforce3ent of this Act or other o3petition )aws=Provided, !hat a consent order shall not bar any in8uiry for the sa3e orsi3ilar acts if continued or repeated;>d? Monitoring of o3pliance. 0 !he o33ission shall 3onitor the co3pliance by the entity or entities concerned, their o5cers, and e3ployees, with the e? *9ecuti6e #rder No. JK, -eries of DICC, &esignating the &epart3ent of Justice as the o3petition Authority, &epart3ent of Justice ircular IIK -eries of DICK, and other related issuances, insofaras they are inconsistent with the pro6isions of this Act.Sec' :;. E#ecti*ity Clause. ( !his Act shall ta1e e:ect CK? days following its publication in the -.cial /a0ette or at least two >D? national newspapers of general circulation. Notwithstanding any pro6ision herein, this Act shall ha6e no retroacti6e e:ect.Appro6ed,>-gd? 3$!C!A#% /$M%#T 5R'Spea$er of the Houseof Representatives>-gd.? 3RA#6$!# M' 0R!$%#President of the Senate!his Act which is a consolidation of -enate Bill No. DDND and ,ouse Bill No. KDNH was -gd? MAR!$7# /' /AR2A87APSecretary /eneralHouse of Representatives>-gd.? 3RA#6$!# M' 0R!$%#President of the SenateAppro6ed= 52$7 (19 (01,>-gd? /#!"#% S' A12!#% !!!President of the Philippines