PHILIPPINES Law and Practice Contributed by: Raoul Angangco, Sylvette Y. Tankiang, Kristin Charisse C. Siao and Ma. Carla Mapalo, Villaraza & Angangco
Upon submission of a proposed commitment, the review period will be suspended for a peri - od of 60 days. However, the PCC may shorten such period or extend it for a maximum of 30 days (“Commitment Review Period”) through the merger parties’ submission of a model request and waiver together with their proposed commit - ment. 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 need to be made to the commitments in light of responses to the consul - tation, it will discuss the material changes with the parties. Alternative Remedies and Applications to the PCC 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. 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 vari - ation 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, customers and clients of the party subject to the commitment. All explanations should be accompanied by rel - evant supporting documents and certified under oath by an authorised representative of the party. Before varying, substituting or releasing a com - mitment, 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 conditions and timing for remedies, as they are imposed or agreed upon on a case-by-case basis. The timing for the enforcement of the remedies will depend on the nature of the remedy – specif - ically, whether or not it is intended to take place prior to consummation (such as a simple divest - ment of particular assets) or after consummation (such as submission of monitoring reports, etc). The penalties for failure to comply with the com - mitments or conditions imposed by the PCC are usually indicated in the decision issued by the PCC for approval of the transaction. In addi - tion to these penalties, failure by the parties to comply with a ruling, order or decision of the PCC after due notice and hearing could result in a penalty of between PHP50,000 and PHP2 million for each violation. In addition, a similar penalty amount will accrue for each day of non- compliance beginning 45 days from the time that the ruling, order or decision in question was served until the party fully complies. 5.6 Issuance of Decisions Decisions will be in writing, and the merger par - ties will be furnished with a certified copy of the
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