PHILIPPINES Law and Practice Contributed by: Raoul Angangco, Sylvette Y Tankiang, Kristin Charisse C Siao and Ma Carla Mapalo, Villaraza & Angangco
Villaraza and Angangco V&A Law Center 11th Ave. cor. 39th st. Bonifacio Triangle
Bonifacio Global City 1634, Metro Manila Philippines Tel: +632 8988 6088 Email: Info@thefirmva.com Web: www.thefirmva.com
1. Legislation and Enforcing Authorities 1.1 Merger Control Legislation The primary merger control legislation comprises the Philippine Competition Act (Republic Act No 10667 or PCA), its implementing rules and regulations and other rules and guidelines issued by the Philippine Competition Commission (PCC). The Revised Corporation Code (Republic Act No 11232), as well as various issuances by the Securi - ties and Exchange Commission (SEC), may also be applicable. Merger control provisions may also be provided for in special laws that apply to specific industries. The Electric Power Industry Reform Act (EPIRA), for example, imposes restrictions on the percentage of a grid’s installed generating capacity and/or the national installed generating capacity that an entity, singly or in combination with others, may own, operate or control. 1.2 Legislation Relating to Particular Sectors The Guidelines on the Computation of Merger Noti - fication Thresholds (the “Merger Rules”) set out the rules for determining whether a merger, acquisition of shares or assets or joint venture has met the merger notification thresholds set by law and is therefore sub - ject to compulsory notification. The Foreign Investments Act (Republic Act No 7042), as amended and its implementing rules and regula - tions provide the general framework for foreign invest -
ments in the Philippines. Foreign equity investments in certain industries may be subject to restrictions as provided in the 1987 Constitution and various pieces of legislation. Notably, on 2 March 2022, Republic Act No 11647, further amending Republic Act No 7042, was passed into law, lowering the minimum paid-in capital required for foreign nationals to own micro, small and medium-sized enterprises, subject to cer - tain conditions. The Foreign Investment Negative List identifies the industries subject to nationality restrictions and speci - fies the allowed foreign equity. It compiles the foreign ownership restrictions found in various laws and regu - lations and is amended from time to time to reflect changes in the legislation. Notably, on 21 March 2022, the Philippines amended the Public Service Act (Com - monwealth Act No 146) to allow full foreign owner - ship of entities providing services that qualify as public services. On 8 December 2022, the Department of Energy Circular No 2022-11-0034 (“the DOE Circular”) also took effect, removing certain limitations on for - eign participation in the exploration, development and utilisation of the Philippines’ renewable energy sector. The DOE Circular now allows 100% foreign invest - ment in solar and wind energy projects. However, cer - tain aspects of the business, such as land ownership, are still subject to foreign ownership restrictions. 1.3 Enforcement Authorities Various government agencies regulate foreign invest - ments in the Philippines. However, the primary agen - cies responsible for ensuring compliance with the
505 CHAMBERS.COM
Powered by FlippingBook