PHILIPPINES Law and Practice Contributed by: Raoul Angangco, Sylvette Y Tankiang, Kristin Charisse C Siao and Ma Carla Mapalo, Villaraza & Angangco
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation 7.1 Third-Party Rights In relation to a review, the PCC has the power to require third parties to produce documents or infor - mation and to consult with them during the review of commitments. The PCC may contact third par - ties, such as customers, suppliers or competitors, by means of market calls or enquiry letters to obtain relevant information regarding the market, their views on the merger, any competition issues it may raise and how they will be affected. Third parties may also include other governmental entities, sectoral regula - tors, industry associations, consumer bodies, think tanks, market research firms or centres for informa - tion, among others. 7.2 Contacting Third Parties As the PCC was recently established, it often contacts third parties in reviewing transactions to gather infor - mation about the relevant market and the possible effects of the transaction. 7.3 Confidentiality The PCC’s decision on a transaction subject to com - pulsory notification is made public. When publishing a decision, the PCC provides a summary of the trans - action, subject to the parties’ confidentiality claims. Commercial information may be subject to claims of confidentiality. Such a claim must be substantiated – ie, it must be accompanied by a detailed explanation of why particular parts of the accompanying submis - sions should not be disclosed. Additionally, a non- confidential version should be provided at the same time as the original submission. The PCC may share the non-confidential versions of submissions with the merger parties or third parties. Unless there is a claim of confidentiality, it will be pre - sumed that none of the information contained in a par - ty’s submission is confidential. The following classes of information, however, are not generally considered
The timing for the enforcement of the remedies will depend on the nature of the remedy – specifically, whether or not it is intended to take place prior to con - summation (such as a simple divestment of particular assets) or after consummation (such as submission of monitoring reports, etc). The penalties for failure to comply with the commit - ments or conditions imposed by the PCC are usually set out in the PCC’s decision approving the transac - tion. In addition to these penalties, failure by the par - ties to comply with a ruling order or decision of the PCC after due notice and hearing may result in a pen - alty of PHP50,000 to PHP2 million for each violation. In addition, a similar penalty amount will accrue for each day of non-compliance, beginning 45 days after the ruling order or decision in question was served, Decisions will be in writing and the merger parties will be furnished with a certified copy of the decision. A non-confidential version may also be furnished to such persons as the PCC considers appropriate and published on the PCC website for public information. 5.7 Prohibitions and Remedies for Foreign-to- Foreign Transactions To date, there have been no published decisions where the PCC required remedies or prohibited for - eign-to-foreign transactions. 6. Ancillary Restraints and Related Transactions 6.1 Clearance Decisions and Separate Notifications There is no requirement for separate notification of ancillary restraints. The assessment of the PCC of a transaction is holistic and, therefore, considers all pro - visions and mechanisms in the agreement that govern the transaction, including any ancillary restraints. The PCC is not prohibited from reviewing or including in its decision any related arrangements or agreements imposing ancillary restraints if these arrangements or agreements will likely substantially prevent, restrict or lessen competition in the relevant market. until the party fully complies. 5.6 Issuance of Decisions
to be confidential by PCC: • the fact of the merger itself;
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