PHILIPPINES Law and Practice Contributed by: Raoul Angangco, Sylvette Y Tankiang, Kristin Charisse C Siao and Ma Carla Mapalo, Villaraza & Angangco
Structural remedies are measures that directly alter market structure and address issues that give rise to competition problems. They include divestitures (forced sale of business units or assets, either in full or in part), licensing (compulsory licensing of legal rights, usually intellectual property rights), rescission (undo - ing a completed transaction) and dissolution (ending a legal entity). Behavioural remedies are measures that directly alter an entity’s behaviour. The PCC may impose both structural and behavioural remedies simultaneously. Changes and Alternative Remedies Should the PCC decide that changes need to be made to the commitments in light of responses to the con - sultation, it will discuss the material changes with the parties. The PCC may consider and impose alternative rem - edies, notwithstanding the merger parties’ proposals. The PCC will adopt a Commitment Decision once it has decided to accept the commitments of the merger parties. Where the PCC has rendered a Commitment Decision, the party that provided the commitment may apply to the PCC to vary, substitute or release such commitment. 5.3 Legal Standard There is no strict legal standard that remedies must meet in order to be deemed acceptable. However, in determining the remedy or set of remedies that would be appropriate, reasonable and practicable to address the adverse effects of the merger on competition, the PCC will take into account the adequacy and effec - tiveness of the action in preventing, remedying or mitigating the anti-competitive effects of the merger. 5.4 Negotiating Remedies With Authorities At any stage of the review, the merger parties may propose commitments to remedy, mitigate or prevent the competition concerns identified by the PCC as arising from the merger. Upon submission of a proposed commitment, the review period will be suspended for 60 days. How - ever, the PCC may shorten or extend the period by up to 30 days (“Commitment Review Period”) upon the
merger parties’ submission of a model request and waiver together with their proposed commitment. If the Commitment Review Period expires without the PCC’s acceptance of the proposed commitment, Phase 1 or 2 review will resume. The PCC will confer with the parties to discuss their proposed commitments. Should the PCC decide that changes are needed to the commitments in light of the consultation responses, it will discuss the material changes with the parties. Alternative Remedies and Applications to the PCC The PCC may consider and impose alternative rem - edies, notwithstanding the merger parties’ proposals. The PCC will adopt a Commitment Decision once it has accepted the merger parties’ commitments. Where the PCC has rendered a Commitment Deci - sion, the party that provided the commitment may apply to the PCC to vary, substitute or release such commitment. The written application will contain the following: • a description of the terms of the proposed varied or substitute commitment; • an explanation as to the impact that the variation or substitution of the commitment will have on the competition concerns; • for applications for release, an explanation as to whether the competition concerns sought to be addressed by the commitment which the party is seeking release from still exist; and • full contact details of the main competitors, cus - tomers and clients of the party subject to the com - mitment. All explanations should be accompanied by relevant supporting documents and certified under oath by an authorised representative of the party. Before varying, substituting or releasing a commitment, the PCC will consult with such persons as it deems appropriate. 5.5 Conditions and Timing for Divestitures There is no PCC standard approach regarding the con - ditions and timing for remedies, as they are imposed or agreed upon on a case-by-case basis.
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