PHILIPPINES Law and Practice Contributed by: Raoul Angangco, Sylvette Y. Tankiang, Kristin Charisse C. Siao and Ma. Carla Mapalo, Villaraza & Angangco
to form a conclusion as to the potential impact of the transaction on competition in the market, the PCC will refer the transaction for a Phase 2 review. Phase 2 The Phase 2 review will commence on the day after service by the PCC of a Phase 2 notice. The PCC will then have a period of 60 days to conduct the Phase 2 review, during which period the transaction may not complete. In practice, the Phase 2 review period may last longer than 60 days if the PCC requires more time to deter - mine whether further information is required to conduct the Phase 2 review, and, if so, for the parties to provide the additional information. 3.9 Pre-Notification Discussions With Authorities Prior to filing a notification, parties that are required to notify may inform the PCC of their proposed transaction and request a pre-notifi - cation consultation. During consultations, the parties may seek non-binding advice on the spe - cific information needed for the notification and the process for the same. The PCC encourages pre-notification consultations and this process is treated confidentially. 3.10 Requests for Information During the Review Process Requests for information are common. The PCC is allowed to issue a Notice of Deficiency if a par - ty’s notification is insufficient before commenc - ing Phase 1 review. In addition, the PCC Rules on Merger Procedure provide that the PCC may contact third parties, such as customers, suppli - ers or competitors, to obtain relevant information regarding the market, their views on the merger and any other competition issues. Accordingly, the PCC may likewise coordinate with the par - ties through conference calls or meetings to
discuss theories of harm, the relevant market, voluntary commitments and timing of the review, among other matters. 3.11 Accelerated Procedure The PCC may conduct an expedited review of the transaction for a shortened review period of 15 days for Phase 1 review of the following quali - fied transactions: • transaction with no overlaps – the parties to the transaction and their Notifying Groups do not have any actual or potential horizontal, vertical or complementary relationship; • global transaction with subsidiaries in the Philippines that act merely as assemblers or export manufacturers – the transaction is global where the acquiring and acquired enti - ties are foreign and the Philippine subsidiar - ies export 95% of the production, while the 5% is minimal in relation to the entirety of the market in the Philippines for such product; • global transaction with limited presence in the Philippines – the candidate relevant geo - graphic market of the transaction is global, and the parties have negligible or limited Philippine presence; and • joint ventures solely for construction and development of a real estate development project.
4. Substance of the Review 4.1 Substantive Test
In reviewing transactions, the PCC assesses whether the transaction is likely to result in sub - stantially preventing, restricting or lessening competition in the relevant market.
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