PHILIPPINES Law and Practice Contributed by: Raoul Angangco, Sylvette Y. Tankiang, Kristin Charisse C. Siao and Ma. Carla Mapalo, Villaraza & Angangco
a direct, substantial and reasonably foreseeable effect on trade or industry in the Philippines. The statute of limitations for any action arising from a violation of any provision of the PCA or its implementing rules and regulations is five years, calculated from: • the time the violation is discovered, in the case of criminal violations; and • the time the cause of action accrues, in the case of administrative and civil actions. 2.12 Requirement for Clearance Before Implementation The parties to a transaction that is subject to compulsory notification are not allowed to consummate the transaction before either the approval of the transaction or the expiration of the relevant period of review. 2.13 Penalties for the Implementation of a Transaction Before Clearance A transaction that meets the thresholds and does not comply with the waiting periods for PCC review prior to consummation will be con - sidered void and will subject the parties and their UPEs to an administrative fine of 1% to 5% of the value of the transaction. 2.14 Exceptions to Suspensive Effect Transactions that meet the notification threshold are required to comply with the mandatory noti - fication to the PCC, except those transactions that are expressly exempted from the notifica - tion requirements as provided in 2.3 Types of Transactions . There are no exceptions to the waiting periods for transactions subject to com - pulsory notification. Even if the transaction is not included among the exempt transactions, parties may consider
applying for a Letter of Non-Coverage to confirm that the transaction is not subject to compul - sory notification, such as when the notification thresholds are not met or the transaction does not involve any change in control over the entity. Further, as discussed above, voluntary notifica - tion may likewise be resorted to, if the parties intend to get an assessment from the PCC as to whether the transaction poses competition con - cerns. The Merger Rules do not expressly pro - vide a specific period for voluntary notification. 2.15 Circumstances Where Implementation Before Clearance Is Permitted Parties can only consummate a notified transac - tion without the clearance of the PCC if the PCC fails to issue a decision within the period pro - vided in the law. The PCA provides that the PCC has 30 days from commencement of the Phase 1 review to review the transaction. Within those 30 days, the PCC shall, if necessary, inform the parties of the need for a more comprehensive and detailed analysis of the transaction under a Phase 2 review, and request other information and/or documents that are relevant to its review. The issuance of such a request has the effect of extending the period within which the agree - ment may not be completed for an additional 60 days. The additional 60-day period shall begin on the day after the request for information is received by the parties. The parties shall provide the requested information within 15 days from receipt of the request; otherwise, the notifica - tion will be deemed expired and the parties must refile their notification. If the PCC does not issue a decision within the period provided by law, the transaction is deemed approved.
473 CHAMBERS.COM
Powered by FlippingBook