PHILIPPINES Law and Practice Contributed by: Raoul Angangco, Sylvette Y. Tankiang, Kristin Charisse C. Siao and Ma. Carla Mapalo, Villaraza & Angangco
Decisions will be in writing, and the merger par - ties 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. 5.2 Parties’ Ability to Negotiate Remedies Should there be a finding that a merger is likely to substantially prevent, restrict or lessen competi - tion, the parties are allowed to negotiate rem - edies to address the competition concerns. At any stage of the review, the parties may propose to amend or modify the agreements or under - take commitments that will remedy, mitigate or prevent the competition concerns identified by the PCC as arising from the merger. Before accepting any commitments, the PCC must be reasonably convinced that these are clearly sufficient to address the competition con - cerns and are proportionate to them. In instanc - es where the PCC considers the commitments proposed by the merger parties to be a suitable remedy, the PCC may decide to consult the stakeholders concerned or the public and issue an invitation to comment on its website. Third parties may also be approached on an individual basis for their views. Typical Remedies The PCC considers two types of remedies to address competition concerns: structural and behavioural. 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 (com - pulsory licensing of legal rights, usually intel -
lectual property rights), rescission (undoing a completed transaction) and dissolution (ending a legal entity). Behavioural remedies are measures that directly alter the behaviour of an entity. The PCC may impose both structural and behavioural rem - edies simultaneously. Changes and Alternative Remedies Should the PCC decide that changes need to be made to the commitments in light of responses to the consultation, it will discuss the material changes with the parties. The PCC may consider and impose alternative remedies, notwithstanding the merger parties’ proposals. The PCC will adopt a Commitment Decision once it has decided to accept the com - mitments 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 com - mitment. 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 effectiveness 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 that will remedy, mitigate or prevent the competition concerns identified by the PCC as arising from the merger.
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