Bicam Day 3 copy

Republic of t he Philippines
CONGRESS OF THE PHILIPPINES

SENATE
Pasay City
BICAMERAL CONFERENCE COMMITTEE

ON THE DISAGREEING PROVISIONS OF
SENATE BILL NO. 2282 AND HOUSE BILL NO. 5286
(FAIR COMPETITION ACT OF 2015)
DATE : Friday, June 5, 2015
TIME : 12:00 noon
VENUE : Committee Room No. 1, 2nd Floor

Senate of the Philippines, Financial Center
Roxas Boulevard, Pasay City
AGENDA : Disagreeing Provisions of Senate

Bill No. 2282 and House Bill No. 5286
(Fair Competition Act of 2015)
ATTENDANCE
SENATE PANEL:
HON. PAOLO BENIGNO “BAM” AQUINO IV - Chairman

HON. CYNTHIA A. VILLAR
HON. FRANKLIN M. DRILON - Senate President
HOUSE PANEL:
HON. DAKILA CARLO E. CUA - Chairman

HON. RUFUS B. RODRIGUEZ
HON. ANTHONY G. DEL ROSARIO
HON. IBARRA “BARRY” M. GUTIERREZ III
GUEST/RESOURCE PERSON:
Prof. Joy Abrenica - UP School of Economics

BICAMERAL CONFERENCE COMMITTEE ON THE DISAGREEING
PROVISIONS OF SENATE BILL NO. 2282 AND HOUSE BILL NO. 5286
Friday, June 5, 2015
Page 2
SENATORS’ STAFF:
Ms. Vina Vargas - O/S Aquino

Ms. Army Padilla - O/S Aquino
Ms. Cecile Palines - O/S Aquino
Ms. Tiffany De Guzman - O/S Aquino
Ms. Maria Luisa Castañeda - O/S Aquino
Ms. Katherine Purugganan - O/S Aquino
Mr. Keith Geamoga - O/S Aquino
Ms. Armi Corpuz - O/S Villar
Atty. Elbert Cruz - O/S Pimentel
Mr. Mark Robert Dy - O/S Guingona
Ms. Vina Panes - O/S Osmeña
Atty. Renato Bantug - OSP Drilon
Ms. Ma. Cecilia Jimenez - OSP Drilon
Ms. Alu Dorotan - OSP Drilon
SENATE SECRETARIAT:
Mr. Joey M.Tunac, MNSA - Committee Secretary

Ms. Jingle C. Allam - Committee Secretary
Ms. Susana Grace L. Robles - Committee Stenographer
Ms. Rosemarie J. Ortiz - Committee Stenographer
Ms. Nida A. Mancol - Committee Stenographer
Ms. Christine M. Nery - Committee Stenographer
Ms. Sherill M. Villadiego - Committee Stenographer
Ms. Cindell B. Gealan - Committee Stenographer
Ms. Cristina DC. Astrero - Committee Stenographer
Ms. Jo B. Cadaing - Committee Stenographer
Ms. Ma. Emperatriz Novero - Committee Stenographer
Ms. Carolina F. Driz - Committee Stenographer
Mr. Rommel P. Alger - Committee Stenographer
Ms. Maribel P. Mendoza - Committee Stenographer
Ms. Ma. Amity D. Caragay - Legislative Page
Mr. Menardo Bago - Legislative Page
Mr. Jeffrey Padrejuan - Committee Clerk
Mr. Arsenio P. Buena Jr. - Audio Technician
Mr. Elvis Joseph Diaz - Audio Technician
HOUSE OF REPRESENTATIVES’ STAFF:
Mr. Edwin Bartido- Office of Rep. Cua

Friday, June 5, 2015
Page 3
Mr. Dondon Ducusin - Office of Rep. Cua

Ms. Rasiele Rellosa - Office of Rep. Romualdo
Ms. Mae L. Chatto - Office of Rep. del Rosario
Mr. Lloyd Zaragosa - Office of Rep. Rodriguez
HOUSE OF REPRESENTATIVES’ SECRETARIAT:
Ms. Jannalinna Olladas - Committee Secretary

Ms. Josefina Fontanilla - SLSO II
Ms. Filomena Sambilay - SLSO II
Ms. Ma. Cristina Sulaik - SLSO II
Ms. Erlinda T. Blanco - LSO VI
Mr. Renato G. Romero - LSO VI
Ms. Elizabeth Bongon - LSO VI
Ms. Preciosa V. Baldonaza - LSO VI
Ms. Editha Morales - LSO VI
Ms. Gialina Cejes - LSO VI
(For complete list, please see attached Attendance Sheet.)

PROVISIONS OF SENATE BILL NO. 2282 AND HOUSE BILL NO.
5286 (FAIR COMPETITION ACT OF 2015)
Sglrobles I-1 June 5, 2015 2:17 p.m. 1
AT 2:17 P.M., HON. PAOLO BENIGNO “BAM”

AQUINO IV, CHAIRMAN OF THE SENATE PANEL, AND
HON. DAKILA CARLO E. CUA, CHAIRMAN OF THE
HOUSE PANEL RESPECTIVELY, CALLED THE MEETING
TO ORDER.
THE CHAIRMAN (SEN. AQUINO). Can we begin?
So on the side of the Senate panel, we resume the consideration
of competition bill.
THE CHAIRMAN (REP. CUA). On the side of the House, we
resume as well.
THE CHAIRMAN (SEN. AQUINO). Magandang hapon sa mga
kaibigan and we thank you again for travelling all the way to the
Senate.
Magandang hapon, Senator Villar.
Chairman, any—
THE CHAIRMAN (REP. CUA). I think we left off when we last
suspended and I think we probably should start with Section 1, with
the Anti-Competitive Agreements.
THE CHAIRMAN (SEN. AQUINO). Section 1 of Chapter III.
THE CHAIRMAN (REP. CUA). Of Chapter III. Yes, I’m sorry.
THE CHAIRMAN (SEN. AQUINO). So just for the record, for
today, what’s really left is the anti-competitive agreements, fines and
penalties, the enforcement chapter and then some definitions we had

left. And then later on, some cleaning up that we need to do.
So on page 23, Section 5, Anti-Competitive Agreements, we
have the Congress and Senate version, there were some differences in
terms of what is per se prohibited, what will be the standards and we
currently have the following proposal. So maybe we can cut and paste
the proposal in the last column and this, I think, will satisfy all of the
suggestions and amendments and put together in a hybrid nature the
provisions of both the Senate and Congress.
So let me read it into the record. “Section 14, Anti-Competitive
Agreements. Section 1.1. The following agreements between or
among competitors are per se prohibited. Restricting competition as to
price or components thereof or other terms of trade.
No. 2. Fixing price at an auction or in any form of bidding
including cover bidding, bid suppression, bid rotation and market
allocation and other analogous practices of bid manipulation.”
This is taken from the Congress version. So just to explain,
Section 1.1 is per se prohibited, meaning, these acts as they are stated
will have a criminal and administrative penalty.
“Section 1.2, the following agreements between or among
competitors which have the object or effect of substantially or
unreasonably preventing, restricting”—This is still lessening. We have
not accepted “distorting” yet. So you can strike through “distorting”

first. “Or lessening competition shall be prohibited. No. 1, setting,
limiting or controlling production, markets, technical development or
investment; No. 2, dividing or sharing the market whether by volume
or sales or purchases territory type of goods or services, buyers or
sellers or any other means.”
So this combines the sections of the Senate and the House.
“Section 1.3, Agreements other than those specified in 1.1 and
1.2 which have the object or effect of substantially or unreasonably
preventing, restricting or...”—If that’s lessening dapat iyong—You can
put that in the bracket. Just reverse it. “…or lessening competition
shall also be prohibited provided those which contribute to improving
the production or distribution of goods and services or to promote in
technical economic progress while allowing consumers a fair share of
the resulting benefits may not necessarily be deemed a violation of this
Act. Provided…”--and this is a provided for all of the sections, “…that
an entity that controls is controlled by or is under common control with
another entity or entities have common interest and are not otherwise
able to decide or act independently with each other shall not be
considered competitors for purposes of this section.” So this is as
proposed, Mr. Chairman.
REP. RODRIGUEZ. …Anthony del Rosario to be able to look at
this first.
THE CHAIRMAN (REP. CUA). There’s a suggestion to delete
the word “Provided that” in that paragraph and begin with “An entity.”
Yes, Section 14.1, 14.2.
Mr. Chairman, I think it should be noted that in the House
version the penalties for per se violations may be criminal or
imprisonment, may be purely administrative or monetary or a
combination of both. So it doesn’t necessarily mean both.
THE CHAIRMAN (SEN. AQUINO). Yes.
THE CHAIRMAN (REP. CUA). So it is up to the commission
body.
THE CHAIRMAN (SEN. AQUINO). And that is already stated
in the fines and penalties of the Congress version.
THE CHAIRMAN (REP. CUA). Yes. But we don’t have a
hybrid so we assume that the same penalty or possible penalties and
fines will be applicable to 14.2.
THE CHAIRMAN (SEN. AQUINO). Section 1.2.
THE CHAIRMAN (REP. CUA). Well, it’s going to be 14.2
THE CHAIRMAN (SEN. AQUINO). Oh, 14.2. Yes, we agree.
THE CHAIRMAN (REP. CUA). Well, Section 14.3 will be purely
administrative or fines.
THE CHAIRMAN (SEN. AQUINO). Administrative, yes. We
agree and that is the intent.

So, Mr. Chairman, may we accept this proposal?
THE CHAIRMAN (REP. CUA). We accept the proposal.
THE CHAIRMAN (SEN. AQUINO). All right. Thank you.
All right. Let’s go sequentially again because we’ll go through a
definition of terms, Mr. Chairman, unless there are other matters.
THE CHAIRMAN (REP. CUA). Yes. Just for further
clarification of Section 14. So iyong Section 14.1, it’s per se, so if the
act is committed, it’s automatically a crime.
THE CHAIRMAN (REP. CUA). It’s automatically basis for
action. Whereas, for 14.2, it’s rule of reason and the Commission or
the DOJ whichever agency will act upon the case—
THE CHAIRMAN (SEN. AQUINO). Shall act on it also.
THE CHAIRMAN (REP. CUA). Shall first—
THE CHAIRMAN (SEN. AQUINO). But we’ll consider the rule
of reason as an element.
REP. RODRIGUEZ. For both.
THE CHAIRMAN (SEN. AQUINO). Yes. All right. So
accepted.
THE CHAIRMAN (REP. CUA). Yes.
THE CHAIRMAN (SEN. AQUINO). Okay. May we go back to
the first portion? Okay. May we go back to the definition of terms?

THE CHAIRMAN (REP. CUA). Can we just highlight one part
of Section 15, Page 25.
THE CHAIRMAN (SEN. AQUINO). Okay.
THE CHAIRMAN (REP. CUA). In the first paragraph, after the
word “substantially”—Sorry. After the word “competition” to insert the
wordings “including but not limited to the following,” as I think
proposed by—
THE CHAIRMAN (SEN. AQUINO). Yes. Senator Villar might
have some issue with that.
Senator Villar.
SEN. VILLAR. Yesterday, we discussed nothing vague. So we
don’t want those kind of—If we have to make it long, enumerate
everything but let’s not make it vague.
THE CHAIRMAN (SEN. AQUINO). I have a question for—
Maybe Congressman Rodriguez as our legal luminary here. This was
discussed in the plenary. When it comes to stating violations, there is
a rule that it has to be very specific, right?
REP. RODRIGUEZ. It’s always good for those who will be
regulated to exactly know what are really prohibited because we are
talking here of prohibited acts. We’re not only defining…/slgr

RJOrtiz II-1 June 5, 2015 2:27 p.m. 1
REP. RODRIGUEZ. …We’re not only defining what are the
elements of or what is dominant position or what. Senator Villar is right,
if we want to be clear--to the regulated that these are the acts they
should not do, then we should do it, it should be here.
THE CHAIRMAN (SEN. AQUINO). Is there some leeway--
because this section is only for administrative penalties—is there a
leeway with regard to administrative versus criminal or the rule is the
same for both?
REP. RODRIGUEZ. It’s the same. There’s a penalty in both.
The penalty in administrative is the cessation of business, the
administrative fines and so forth. In criminal offenses, both fine or
imprisonment.
THE CHAIRMAN (SEN. AQUINO). Uh-huh.
REP. RODRIGUEZ. So that’s also true that there should be, you
know, a listing so that if it’s not there, then you don’t give the
commission so much discretion on defining what the crime is.
THE CHAIRMAN (SEN. AQUINO). All right. In that case, we
withdraw “including but not limited to.” But if we can get back to this
before the end of the day, maybe we can add more of the—I think this
is (g)--broad enough to accept future violations.
THE CHAIRMAN (REP. CUA). We accept.

THE CHAIRMAN (SEN. AQUINO). So can we do that instead—
look at (a) to (g) and make it broad enough to include future violations?
All right.
THE CHAIRMAN (SEN. AQUINO). Thank you.
THE CHAIRMAN (REP. CUA). Thank you.
THE CHAIRMAN (SEN. AQUINO). So can we go back to the
definition of terms?
SEN. VILLAR. Besides, we can always amend the law in the
future.
THE CHAIRMAN (SEN. AQUINO). I don’t want to go through
this again, Senator Villar.
SEN. VILLAR. No, it’s easy to amend than to make a new one—
it’s always. Kasi you have practiced it, you have seen how it operates,
what’s the defect so it’s easier I think. And we have to give the law time
also to be implemented. It’s not bad that you give it time and then
instead of making a mistake, you let it work and if there is something
wrong, then you amend.
THE CHAIRMAN (SEN. AQUINO). Spoken like a true
entrepreneur. Ganyan po ang mga entrepreneur. All right.
Let’s go back to--

SEN. VILLAR. Spoken like a person who’s old and has wisdom
compared to young people who have no experience at all.
THE CHAIRMAN (SEN. AQUINO). But idealism in our hearts.
All right, let’s go to Section 1.
Congressman Rufus is both idealistic and wise.
Yes, can we go down and just go sequentially what we skipped?
Okay, park. Yes, we parked that. There’s a proposal to just
delete the definition because we didn’t use the word, Mr. Chairman?
THE CHAIRMAN (REP. CUA). I accept—we accept.
THE CHAIRMAN (SEN. AQUINO). Okay, so deleted.
Next.
THE CHAIRMAN (REP. CUA). Proposed deletion of
competition?
THE CHAIRMAN (SEN. AQUINO). Yes. Actually, we haven’t
finalized confidential business information or did we skip this? Yes.
Okay.
I think, Senator Villar, you wanted to delete the—is that right, you
wanted to delete the--
SEN. VILLAR. We want to be specific. We’re always--we want
to be specific, you know.
THE CHAIRMAN (SEN. AQUINO). We want to be specific.

SEN. VILLAR. Because it’s bad that you are allowed to take a
look at everything, you know. Iyong relevant lang sa industry.
THE CHAIRMAN (SEN. AQUINO). No, that’s already limited to
relevant, Senator Villar.
SEN. VILLAR. But how do you define relevant?
THE CHAIRMAN (SEN. AQUINO). Well, you can propose--
SEN. VILLAR. You can be more specific. I just want you to be
more specific, ‘di ba? Huwag open-ended.
THE CHAIRMAN (REP. CUA). Mr. Chairman?
THE CHAIRMAN (REP. CUA). May I just point out that this
definition is for the benefit of the businessmen or the entities in a sense
that it protects their privacy claim over these types of information and
prohibits or prevents the commission from divulging these secrets.
THE CHAIRMAN (SEN. AQUINO). We agree.
THE CHAIRMAN (REP. CUA). So I think it would be better for
it to be wider than narrower.
THE CHAIRMAN (SEN. AQUINO). But didn’t we agree that in
the decisions of the commission, there must be some reference to how
it was crafted? And therefore it might need to point to at least the sales
or the, you know--
THE CHAIRMAN (REP. CUA). I think we agreed on sales and—

THE CHAIRMAN (SEN. AQUINO). I think just delete “amount
or source of any income, profit, loss.”
THE CHAIRMAN (SEN. AQUINO). So, Senator Villar, if you
wish to define “relevant,” it’s found in the disposition or in the
enforcement. So we can define that if you want later but what we’re
talking about here is what the commission cannot divulge to the public.
So the current proposal is just to delete the “amounts of or source of
any income, profit, loss, expenditure” and “identification of customers.”
That’s the proposal. No, sorry. Just “sales.” So can we strike through
“sales”? Fifth line—strike through “sales” and then strike through “or
amount or source of any income, profit, losses, expenditures.” Strike
through. And then it should be “the disclosure of.” So we are
proposing just those amendments.
And to put on the record that Senator Villar will later define what
relevant information is.
Why do we have the line, “The disclosure of which is likely to have
the effect of either impairing the commission’s availability to obtain such
information”? “The disclosure of which--” Well, we’ll take the lead of
Congress because we don’t have this provision in the Senate version.
[INFORMAL DISCUSSION]…/rjo
Mancol III-1 June 5, 2015 2:37 p.m. 1
[INFORMAL DISCUSSION]
REP. RODRIGUEZ. It’s not very clear. What is the intention
here? Is the intention here to allow the commission in the exercise of
its functions to inquire into what is enumerated here? And that was if
they have acquired information, they should not reveal this to any
party unless the law requires them to do so? I think that is the intent
here. But the other question on that is—the sub-question is, can the
commission go into trade secrets? Are we allowing the commission to
go to trade secrets?
REP. GUTIERREZ. Yes, but they can disclose.
REP. RODRIGUEZ. Iyon ang basic—
SEN. VILLAR. Relevant information lang.
THE CHAIRMAN (SEN. AQUINO). If it’s relevant.
REP. RODRIGUEZ. Iyan ang very guarded by the owners of
that secret.
THE CHAIRMAN (SEN. AQUINO). Can we suspend for a
minute?
[THE MEETING WAS SUSPENDED AT 2:39 P.M.]

CMNERY IV-1 June 5, 2015 2:47 p.m. 1
[THE HEARING WAS RESUMED AT 2:47 P.M.]
THE CHAIRMAN (REP. CUA). So, Mr. Chairman, can we
resume?
THE CHAIRMAN (SEN. AQUINO). Yes, we resume.
THE CHAIRMAN (REP. CUA). The House panel proposes to
delete in the definition of terms the definition of “confidential business
information.”
REP. RODRIGUEZ. It will be difficult, Mr. Chair, because there
is a statement here on page 55, it states “confidential business
information submitted by entities”, there has to be a definition of these
three words. And that is why my proposal is it will be retained but we
would only include those that are really relevant which are defined as
“confidential business information.” Are they clear that these are
confidential business information—
THE CHAIRMAN (REP. CUA). If we look at page 55, the
Senate version, just to point on line no. 6, “relevant to any
investigation being conducted pursuant to this Act.”
So maybe we can adopt the Senate version and keep that—
SEN. VILLAR. Mr. Chairman, that it says in the Senate version,
“trade secrets and other similar content as may be requested.” I think
his is better because he’s defining what is relevant in an investigation

CMNERY IV-1 June 5, 2015 2:47 p.m. 2
if there is unfair competition. Kasi iyong iba dito, you don’t need this
to determine if there is unfair competition.
So you just define it. You will define it.
THE CHAIRMAN (REP. CUA). So we keep the definition as
amended as the proposal of—
THE CHAIRMAN (SEN. AQUINO). Can we suspend?
THE CHAIRMAN (REP. CUA). Okay, suspend.
[THE HEARING WAS SUSPENDED AT 2:49 P.M.] …/cmn

5286 (FAIR COMPETITION ACT 2015)
SMVilladiego V-1 June 5, 2015 2:57 p.m. 1
[THE MEETING WAS RESUMED AT 2:58 P.M.]
THE CHAIRMAN (SEN. AQUINO). We are resuming.
We accepted the proposed amendment for confidential business
information and now we are at the definition of control. So for control,
we are proposing that we accept the shorter definition subject to
including the other portions in the disposition of cases.
Mr. Chairman.
THE CHAIRMAN (SEN. AQUINO). All right.
Can we see the second part? Okay. We instruct the secretariat
to hold on to this until later when we get to Chapter V, Disposition of
Cases. So that we are not jumping, para hindi tayo maguluhan.
All right. Can we go to the next definition?
THE CHAIRMAN (SEN. AQUINO). So we gonna take this up in
Chapter V, Senator Villar. So if you can just—no, no. Okay.
So we said we will not define “control of a market” anymore
because it is similar to dominant position anyway. So wala na iyan.
Okay. “Dominant position,” similar to the Senate version, as
amended, Letter (h), Mr. Chairman. If we may accept the definition of
“dominant position”?
THE CHAIRMAN (REP. CUA). Yes, we accept.
THE CHAIRMAN (SEN. AQUINO). Okay. What’s next? I think
we already have an agreement on “term of office” yesterday.
REP. GUTIERREZ. Yes.
For “prohibition and disqualification,” Senator Pimentel already
agreed to our language. So I think there is no more need to amend
this—can we just have one final read through for Section 8?
We proposed two years. So that is okay. Iyong spouse or
relative is one year. Shall we also make it two years or one year na
lang iyan?
VOICE. One year.
THE CHAIRMAN (SEN. AQUINO). One year lang iyan. Okay.
Sige. So as proposed, Mr. Chairman, do you accept?
THE CHAIRMAN (SEN. AQUINO). Yes, there is slight style,
Mr. Chairman. I think your Comsec wants to—
THE CHAIRMAN (REP. CUA). Yes, Mr. Chairman. Can we
make that an omnibus—
THE CHAIRMAN (SEN. AQUINO). A later on, no?
THE CHAIRMAN (REP. CUA). For all appropriate amendments,
lahat noong may “no” na beginning put “nor” instead of “or.”

THE CHAIRMAN (SEN. AQUINO). All right. Sige, later na
lang. So this is accepted.
REP. RODRIGUEZ. I cannot see why the spouse can follow up
and the husband cannot. So for two years and one year, it does not
really--
THE CHAIRMAN (SEN. AQUINO). I would prefer two years,
Mr. Congressman.
REP. RODRIGUEZ. It should be uniform because then we will
let this spouse go and transact business. Can you imagine that? So I
think kung two tayo two, kung one puro one.
VOICE. Okay iyon.
THE CHAIRMAN (SEN. AQUINO). Okay. So we accept two
years instead of one year.
REP. RODRIGUEZ. So pareho lang.
THE CHAIRMAN (SEN. AQUINO). What’s good for the goose
should be good for the gander.
REP. RODRIGUEZ. In-allow mo iyon relative to go. Okay.
THE CHAIRMAN (SEN. AQUINO). All right. What’s next?
THE CHAIRMAN (REP. CUA). [Off mike] Or else there will be
a situation where the spouse cannot find--

THE CHAIRMAN (SEN. AQUINO). The other spouse.
[Laughter]
THE CHAIRMAN (REP. CUA). Kasi he cannot appear there.
THE CHAIRMAN (SEN. AQUINO). Okay. We go to Chapter
XIII.
REP. RODRIGUEZ. “Powers and Functions.” Okay na. Okay na
iyon, “Powers and Functions.” Okay na, “Powers and Functions.” Yes.
REP. RODRIGUEZ. Ito na.
THE CHAIRMAN (SEN. AQUINO). So the current proposal is
just to say, “Continue to prosecute all criminal offenses.” And then the
second paragraph—so as suggested and this is our proposal, Mr.
Chairman, as we have it on the board.
THE CHAIRMAN (SEN. AQUINO). Okay. Can we ask for a
suspension, Mr. Chairman? Can we ask for a suspension?
THE CHAIRMAN (REP. CUA). We suspend.

PROVISIONS OF THE SENATE BILL NO. 2282 AND HOUSE BILL
NO. 5286 (FAIR COMPETITION ACT OF 2015)
CBGealan VI-1 June 5, 2015 3:27 p.m. 1
[THE HEARING WAS RESUMED AT 3:27 P.M.]
THE CHAIRMAN (SEN. AQUINO). Mr. Chairman, can we
resume?
THE CHAIRMAN (REP. CUA). Resume.
THE CHAIRMAN (SEN. AQUINO). Mr. Chairman, so I take it
that we’ll be convening again on Monday, where we can tackle some
other points which we still need to discuss. But, I think, we still have
enough time to discuss a few more matters…
THE CHAIRMAN (REP. CUA). Sure.
THE CHAIRMAN (SEN. AQUINO). …para we can leave on
Monday just the more contentious items. All right.
So after Section 13, what is next in the—Secretariat, after
Section 13, ano iyong susunod?
So we are parking Section 13.
Okay. We have approved the Anti-Competitive Agreements, so
that’s okay.
Yes, that’s okay.
THE CHAIRMAN (SEN. AQUINO). Mr. Chairman, let me just
clarify. Earlier we proposed “distorting.”

REP. RODRIGUEZ. Yes.
THE CHAIRMAN (SEN. AQUINO). But Congressman
Rodriguez had an issue with that.
REP. RODRIGUEZ. May I manifest, Mr. Chairman, that
“distorting,” to the mind of this representation, is already included in
the term “restricting.” So I move that we remove “distorting.”
Actually, we haven’t accepted “distorting,” Mr. Chairman.
REP. RODRIGUEZ. Okay. Sustain the word “restricting,” “to
prevent, restrict or lessen.” “Lessening.”
Yes, Mr. Chairman.
THE CHAIRMAN (SEN. AQUINO). We accept that, Mr.
Chairman.
REP. RODRIGUEZ. Thank you.
THE CHAIRMAN (SEN. AQUINO). So we go back to
“lessening,” and we concur with Congressman Rodriguez that
distorting is a form of restricting.
REP. RODRIGUEZ. Yes, Mr. Chairman.
THE CHAIRMAN (SEN. AQUINO). Can we go on?
So, later, please bring back “lessening.”

THE CHAIRMAN (REP. CUA). So, Mr. Chairman, letter (g) is
deleted, correct?
THE CHAIRMAN (SEN. AQUINO). Of which section, Mr.
Chairman?
THE CHAIRMAN (REP. CUA). Fifteen. We’re in Section 15,
right?
THE CHAIRMAN (SEN. AQUINO). No. We are in Anti-
Competitive Agreements, but the term “distorting” was used in many
different places so we make the motion that—No. We never accepted
“distorting,” so we just want to clarify that the term is, “preventing,
restricting, or lessening.” There’s no “distorting.”
THE CHAIRMAN (REP. CUA). Yes. We accept.
So we’ve accepted Section 1.3—No. This will actually be 14.3,
ano?
THE CHAIRMAN (SEN. AQUINO). Ah, no, it is 1.3.
Maybe we can just subject to style na lang iyong mga
numbering.
Okay. So we finished the Anti-Competitive Agreements earlier.

Go on. Sige. Can we go down to the next part? What is that
part?
Okay. So we are not accepting, “including but not limited to.”
So we are not accepting that, but we are proposing three more letters,
which is the enumeration. So can we go down, upon the concurrence
of the Congress panel?
No, no, what letter is this? (e), no. I think it’s for—
REP. RODRIGUEZ. Should be (f) now.
THE CHAIRMAN (SEN. AQUINO). Should be (f) or (g).
Down. Down. Let it be the last. Down. (g).
So we take that out. This is deleted.
THE CHAIRMAN (REP. CUA). Yes. It’s deleted.
THE CHAIRMAN (SEN. AQUINO). And we have a new letter
(h).
We propose as follows: “Directly or indirectly imposing unfair
purchase or selling price or unfair trading conditions.”
Just for everyone’s appreciation, this is Abuse of Dominant
Position. And this is in EU, the EU definition, Article 102.
So letter (i), “Limiting production.” So we are copying from the
EU here; we’re not making this up.

Letter (i), “Limiting production, markets, or technical
development to the prejudice of consumers; and”—can we put a
semicolon after (h) also?
Letter (j), “Foreclosing competitors in an anti-competitive
manner from entering the market or from growing within it.” And this
is from the EU definition of Possible Abuses of Dominant Position.
SEN. VILLAR. Mr. Chairman, please explain. We cannot
understand.
THE CHAIRMAN (REP. CUA). Mr. Chairman, may I ask what
is the difference between letter (e) and the proposed letter (h)?
Letter (e) says—Sorry, letter (g) pala.
Letter (g), “Directly or indirectly imposing unfairly low purchase
price.” And your letter (h), the proposed one is, “Directly or indirectly
imposing unfair purchase or selling price.”
REP. GUTIERREZ. The computer operator—I think it is there.
Can you just show na lang the yellow? No, no, no, the one that we
introduced. Yes, those three. Don’t move that screen anymore,
anyway we have the hardcopy naman to compare.
THE CHAIRMAN (REP. CUA). Yes. Please keep the screen on
those three.
So letter (g), iyong meron na ngayon, “Directly or indirectly
imposing unfairly low purchase price.” Isn’t it somewhat the same?
THE CHAIRMAN (SEN. AQUINO). This new letter (h) is a
broad version of letter (g).
THE CHAIRMAN (REP. CUA). So can we remove letter (g)?
THE CHAIRMAN (SEN. AQUINO). We can remove letter if
congressman—
THE CHAIRMAN (REP. CUA). That’s monopsony, ‘di ba?
THE CHAIRMAN (SEN. AQUINO). I’m not sure if it’s
monopsony.
REP. RODRIGUEZ. (g) is analogous agreements, ‘di ba?
THE CHAIRMAN (SEN. AQUINO). No. Because remember,
we took out analogous agreements ano, so we have to—
THE CHAIRMAN (REP. CUA). The one above that. The one
above that.
THE CHAIRMAN (SEN. AQUINO). So in short, the specific
about fishermen, it’s subsumed under this new one. So we can delete
the specific case for the general case, if you desire.
THE CHAIRMAN (REP. CUA). Huh?
REP. RODRIGUEZ. Kaninong ano iyan, Maggie(?) ba iyan?

THE CHAIRMAN (REP. CUA). Hindi. Si ano yan, Ordoñez yata
iyan.
THE CHAIRMAN (SEN. AQUINO). But we can keep it. It’s
fine also if we can keep it, because I think it would be nice to have that
there.
REP. RODRIGUEZ. Kasi may mga marginalized. Detection for
marginalized groups.
THE CHAIRMAN (REP. CUA). Okay.
THE CHAIRMAN (SEN. AQUINO). Twenty seven. Letter (g),
last part of page 27.
So, again, just to be specific, letter (g) in the approved version,
is a specific case to the proposed letter (h). And because we said we
will not allow analogous, we have to name all of the cases.
Technically, (g) is subsumed in letter (h), but I suggest we don’t take
it out because it’s okay.
Okay. So as Senator Villar had requested, this is when, as a
large player, either you lower your buying price or your selling price to
the detriment of other players in the market unfairly. In short, binarat
mo iyong mga suppliers mo. And we know that this happens a lot in
the agricultural sector.

Letter (i), “Limiting production, markets, or technical
development to the prejudice of consumers,” is when you’re a huge
player, you purposely do acts that will stop other players from
innovating and possibly having a better process than you, and you are
purposely sabotaging their processes.
Letter (j), it’s similar to imposing barriers to entry—
SEN. VILLAR. This one is “provided that nothing contained in
this Act shall prohibit or render unlawful this Act.”
THE CHAIRMAN (SEN. AQUINO). No. Those are different,
ma’am. What is allowed is technical and economic progress for your
company…/cbg
CDAstrero VII-1 June 5, 2015 3:37 p.m. 1
THE CHAIRMAN (SEN. AQUINO). …for your company. But
this is the technical development of your competitors.
And letter (j) is similar to imposing barriers to entry. But instead
of just tapping them from entering the market, you close them down
through whatever means that you deem.
So, those are the explanations and they are the definitions also
accepted currently in jurisprudence in the EU.
REP. DEL ROSARIO. Yeah. Is there another word… aside from
“foreclosing?”
REP. GUTIERREZ. Because the problem is “foreclosing” has
other meanings under law. So, it might confuse—
THE CHAIRMAN (SEN. AQUINO). Restricting competitors. Is
that already a barrier to entry?
SEN. VILLAR. Restricting, stopping.
THE CHAIRMAN (SEN. AQUINO). Stopping, preventing.
Preventing, I think, might be better. Preventing competitors.
THE CHAIRMAN (REP. CUA). What is an example of that?
THE CHAIRMAN (SEN. AQUINO). We can allow you to share.
Give an example of this, please.
Joy, go ahead.
MS. ABRENICA. The example po is a margin squeeze. So, you
prevent your rival from—if your rival is also a buyer and you prevent
your rival from competing against you in another market by making
sure that you sell at the very high price and limit its margin. So, iyon.
REP. RODRIGUEZ. Mr. Chairman, is this not letter (j) will be
subsumed under (b), imposing barriers to entry?
Pero they have here imposing barriers to entry and, therefore,
you’re going again preventing the entry to the market. So, what’s the
difference between (d) and (j)?
THE CHAIRMAN (SEN. AQUINO). Actually, Mr. Chairman, the
operative word here is—Entering the market is imposing a barrier to
entry but growing with it.
REP. RODRIGUEZ. Beyond repetitive, we should take that out
and just having something about preventing, growing within.
THE CHAIRMAN (SEN. AQUINO). Okay. Preventing
competitors in an anti-competitive manner from growing within it,
within the market.
VOICE. [Off-mike] Yes.

THE CHAIRMAN (SEN. AQUINO). Preventing competitors in
an anti-competitive manner from entering the market. Wala na. From
growing within the market.
SEN. VILLAR. Growing within the market.
THE CHAIRMAN (REP. CUA). But my question is what is an
example of the anti-competitive manner? Does it mean unlawful
manner? Ganoon ba iyon?
THE CHAIRMAN (SEN. AQUINO). May we allow Professor
Abrenica to answer.
MS. ABRENICA. Sir, anything that is not by merit. Merit
meaning, let’s say, you have superior or more efficient production.
VOICE. [Off-mike] Iyon ang merit.
MS. ABRENICA. Yeah, that’s the merit. So, what is not by
merit and you use that as an instrument to foreclose. So, it really has
to be on a case to case basis.
THE CHAIRMAN (REP. CUA). Can I have one example?
MS. ABRENICA. Okay. Iyon nga pong kaninang sinasabi kong
margin squeeze is one example that comes to mind because it’s very
real in the telecoms na the competing telecom operators are squeezed
by—mga Internet service providers who would have to rely on the

leased lines owned by the telecom carriers. Their margins are
squeezed by the high rates that they have to pay on their leased lines.
THE CHAIRMAN (REP. CUA). Okay.
All right.
THE CHAIRMAN (REP. CUA). Sige.
THE CHAIRMAN (SEN. AQUINO). Can we move on? May we
go to the next parked provision?
THE CHAIRMAN (REP. CUA). Agreeable.
THE CHAIRMAN (SEN. AQUINO). Haven’t we accepted this
already? Not yet? Was this left? Was this parked?
We suggest the Senate version, Mr. Chairman.
[Informal discussion]
Okay. I am reminded that we talk about being explicit about the
power of the commission to review. So, I think, we agreed on the
intent which is that, yes, they do have the power to review but the
wordings.
So, may I solicit a suggestion?
We can put it here. I think we should put it here—period (.)
based on factors deemed relevant by the commission.

[Informal discussion]
We have proposed wordings here from our experts. Let me read
it first, “The Commission shall have the power to determine the
thresholds for ratification and review of proposed mergers and
acquisitions, the requirements and procedures for notification and upon
exercise of its power to review, prohibit mergers and acquisitions that
will prevent or substantially lessen competition in the relevant market
or in the market for goods and services.” That was the three things na
restated.
So, maybe we can put it up so we can approve it or not.
Question: Do we want to include this here or in the functions and
powers of the commission or we could have it in both places? Wala.
We checked it yesterday, wala. Sige. We don’t even put this there.
We just put it up or we repeat it?
Sige. After typing, can you cut and paste and go back to the
functions and powers of the commission?
THE CHAIRMAN (REP. CUA). Yeah, dapat nasa powers yata.
And for this section, we just put lang, “The Commission shall
have the power to review mergers and acquisitions.”

THE CHAIRMAN (SEN. AQUINO). Our suggestion is we adopt
the Senate version which is as broad and then have this in the
functions and powers.
So, can we see this in the context of the functions and
powers…/cda
JTBCadaing VIII-1 June 5, 2015 3:47 p.m. 1
THE CHAIRMAN (SEN. AQUINO). ...in the context of the
functions and powers please? Kindly flash the whole provision so we
can appreciate it in toto.
So we proposed the wording and if we agree, we also propose
to number accordingly.
THE CHAIRMAN (REP. CUA). May I suggest, recommend na
the first power to be expressed there should be the power of review?
THE CHAIRMAN (REP. CUA). And then iyong “notification”
and “threshold” should be lower.
THE CHAIRMAN (SEN. AQUINO). Yes, that’s right.
“To review proposed mergers and acquisitions, to determine
thresholds for notification, (comma) determine the requirements and
procedures—”
[Informal Discussion]
Wala nang “to”—because they all for matters of style. “Review
proposed mergers and acquisitions, determine thresholds for
notification, determine the requirements and procedures for
notification and upon exercise—”
“Thresholds for notification,” (comma) “determine—” take out
the “and”—“the requirements and procedures for notification and upon

exercise of its power to review, prohibit mergers and acquisitions that
will prevent or that will substantially restrict, prevent or lessen
competition in the relevant market or in the market for goods and
services.”
As proposed, Mr. Chairman.
REP. GUTIERREZ. I’m just concerned because we already have
in Section 8, in our original section, there is already a threshold.
So they have the right to immediately change this threshold, is
that what this means?
REP. GUTIERREZ. Even after the law is passed with the one
billion, they can change it.
THE CHAIRMAN (SEN. AQUINO). Yes. In our wording, Mr.
Congressman, we just set that as an initial threshold but they can
change it.
REP. GUTIERREZ. Lower or higher?
THE CHAIRMAN (SEN. AQUINO). They can change it. But
most likely, it will go higher.

SEN. VILLAR. But why won’t we just put a condition? Maybe
because of inflation or—hindi ba?
THE CHAIRMAN (SEN. AQUINO). We may.
SEN. VILLAR. Like, why are you changing threshold? Because
of inflation?
THE CHAIRMAN (SEN. AQUINO). There is a provision on
determination of threshold which we can go to.
SEN. VILLAR. On what other reason?
THE CHAIRMAN (REP. CUA). Well, kasi sometimes iba iyong
threshold. For example, for the power sector, gusto nila lower or
higher or may concentration ng market.
Sa U.S. model po, they have different variables—may market
segmentation, may market share pagkatapos may value of
transaction.
SEN. VILLAR. So in the law, they don’t have that in the U.S.?
THE CHAIRMAN (SEN. AQUINO). No, they determine it.
THE CHAIRMAN (REP. CUA). No. They empowered also the
commission to determine it.
THE CHAIRMAN (SEN. AQUINO). But they need to publish
that threshold.
SEN. VILLAR. So let’s just put some sort of control. Huwag
absolute, hindi ba? Iyong like there should be a hearing or something,
iyong ganoon. Hindi automatic na kapag naisip nung commission,
babaguhin nila. There should be some justification.
THE CHAIRMAN (SEN. AQUINO). Actually, Senator, we’ve
approved that already. But since we’re convening on Monday, you can
propose on Monday, changes.
SEN. VILLAR. No, no. I just want to talk about it. It’s just
that when you give absolute power—iyon lang ang ayaw namin, iyong
absolute power.
It’s okay to change, but for a reason, hindi ba? Or people being
given a chance to hear what’s—if there’s a hearing, ganoon.
THE CHAIRMAN (SEN. AQUINO). What we have here, and
this was adopted, is—let me just read the provided.
“Provided, that the commission shall promulgate other criteria
such as increased market share in the relevant market in excess of
minimum threshold that may be applied.”
So wala hong reasons. So if you want to, you know, we can—
SEN. VILLAR. Wala bang in other legislation na mga reason na
ganoon why you allowed this?

THE CHAIRMAN (SEN. AQUINO). No, it’s really more of an
expert function on their part.
But are there reasons that you want to propose?
REP. GUTIERREZ. One possible source of control or, at least, a
limitation on the commission’s discretion would be to express—to
include a provision in the oversight provision that the oversight
committee will have the power to review what the…
THE CHAIRMAN (SEN. AQUINO). Okay. I mean, that’s
possible.
REP. GUTIERREZ. …thresholds that the commission can set.
SEN. VILLAR. Kasi some sort of hindi naman absolute kapag—
THE CHAIRMAN (SEN. AQUINO). Or the commission shall
publish the reasons for this criteria, is that amenable?
SEN. VILLAR. Okay ba iyon sa iyo, lawyer?
THE CHAIRMAN (SEN. AQUINO). After due consultation with
the sectors.
SEN. VILLAR. Ako lang naman, if they become very
unreasonable, then is there some option wherein it can be—?
REP. GUTIERREZ. That’s correct. Because when we put
something there like specific amounts, normally, there’s a time to have
a review for that. Five years, like that, for example. But if you put
something there and then they can immediately change it, you know,
practically, we are delegating already a power that we are setting first.
SEN. VILLAR. So are you saying that to make it more specific?
And yet this is very—kasi they want more specific conditions like
differentiating between industries, bigger industries and small
industries, and then making changes depending on the practice of the
industries, iyong mga ganoon ba.
REP. GUTIERREZ. Yes. The later part also provides for a
certain sectors. So they can put sectors or industries because the
words used here are sectors.
THE CHAIRMAN (SEN. AQUINO). Yes, that’s really the idea.
Per sector, there’s a notification threshold.
REP. GUTIERREZ. Yes, there’s already. Well, I’m okay with
this. It can go, yes.
SEN. VILLAR. “While the commission shall promulgate such as
increased market share …that may be applied.”
REP. GUTIERREZ. Ito, specific sector across some sectors.
SEN. VILLAR. Okay.
THE CHAIRMAN (SEN. AQUINO). All right. So can we go
back to the powers and functions?

All right. Mr. Chairman, we propose to accept letter (b) as
another power and function of the commission?
THE CHAIRMAN (REP. CUA). We likewise accept.
REP. GUTIERREZ. Before that, what happens to the main
section?
THE CHAIRMAN (SEN. AQUINO). We shall go back, Mr.
Congressman.
REP. GUTIERREZ. Okay, yes. Subject to our discussion on the
main because this is the first section on mergers and acquisitions.
THE CHAIRMAN (SEN. AQUINO). Yes, we shall now go back
to it.
Is this accepted, Mr. Chairman?
THE CHAIRMAN (SEN. AQUINO). And so let’s go back to the
first section of mergers and acquisitions
THE CHAIRMAN (REP. CUA). Section 16.
THE CHAIRMAN (SEN. AQUINO). For this section, Mr.
Chairman, we propose to just accept the Senate version which is a
broad general—first section for this chapter.
Can we show the Senate version, please?

REP. GUTIERREZ. Mr. Chairman, but this is clearer. The one
that we have on the right which is, “The commission shall have the
power to review mergers and acquisitions,” and then you just say,
“Based on factors deemed relevant by the commission (period).”
REP. GUTIERREZ. So because it has to be clear there about
the review of mergers and acquisitions. That’s, in fact, the title of the
section.
THE CHAIRMAN (SEN. AQUINO). We can accept that
proposal, Mr. Chairman, if that is the wisdom of the Congress panel.
REP. GUTIERREZ. Because, you know, we have to make that
power clear…/jbc
MELNOVERO IX-1 June 5, 2015 3:57 p.m. 1
REP. RODRIGUEZ. …Because, you know, we have to make
that power clear—“based on factors,” you remove “determined
markets.” It should be just, you know, “based on factors deemed
relevant by the Commission.”
THE CHAIRMAN (SEN. AQUINO). All right. We accept.
Can we go to the next? What’s the next portion that we haven’t
tackled yet?
Page—
THE CHAIRMAN (REP. CUA). Seventy-six.
THE CHAIRMAN (SEN. AQUINO). Page 76?
REP. GUTIERREZ. Because we’re skipping everything else.
We’re skipping enforcement. We’re skipping penalties.
THE CHAIRMAN (SEN. AQUINO). Can I check with the
Secretariat if that is accurate? We only have 80 pages. We’re done,
except for two more important chapters.
So we are parking fines and penalties enforcement on Section
13, so far. Ganoon talaga?
All right. May I solicit a proposal for Statute of Limitations?
REP. RODRIGUEZ. Before that, I have a proposal on…
REP. RODRIGUEZ. …the appeals to the Court of Appeals.

THE CHAIRMAN (SEN. AQUINO). Congressman, that’s the
enforcement part.
REP. RODRIGUEZ. Yeah, because this is just a matter of
procedure.
THE CHAIRMAN (SEN. AQUINO). Okay. I’m okay.
May we have the page, Congressman Rodriguez?
REP. RODRIGUEZ. It should be “appeals to the Court of
Appeals.” Anong page ba iyon?
Page 67. There is a difference between the Senate version and
the House version because the Senate version specifically would have
the appeal by way of certiorari and, here, the House version is by
means of petition for review. Now, the distinction here, Mr. Chairman,
is that under Rule 43 of the Rules of Court which is on petition for
review, as distinguished from Rule 65, is that Rule 65 gets a higher
standard because you have to have grave abuse of discretion while a
petition for review really is based on whether it is based on the law and
the evidence. And that is what we should like to afford to the
regulated. It has a higher yardstick to have Rule 65.
So my suggested amendment to make it also quite, you know,
fair to the regulated is that it should be—the right side, Section 40,
Appeal to the Court. You should now instead of “appeal by way of

certiorari,” it should be “may appeal the same by way of a verified
petition for review to the Court of Appeals in accordance with the Rule
43 of the Rules of Court.”
THE CHAIRMAN (SEN. AQUINO). Congressman, can we
just make it in general? So someone can do 65, someone can do 43,
we can keep it as general in all manners because—
REP. RODRIGUEZ. It’s more difficult to really, you know,
maybe certiorari is very limited, grave abuse of discretion.
THE CHAIRMAN (SEN. AQUINO). But if we open it up, we
allow all forms of appeals.
REP. RODRIGUEZ. We have two remedies really—either you
put a very difficult bar, on being able to bring it to the Court of Appeals
or you allow the ordinary appeals which are given quasi-judicial bodies.
REP. GUTIERREZ. Just to clarify. I think one of the reasons
why we did not put Rule 65 here is that, technically, petition under
Rule 65 is not an appeal. It’s an original action but I understand the
point that if we confine it to Rule 43, we might be precluding, for
example, resorts to Rule 65 for interlocutory orders, for instance,
because any Commission can—

So maybe, we can have a more generic position, like, subject to
the Rules of Court, or something, in accordance with the Rules of
Court.
THE CHAIRMAN (SEN. AQUINO). Yeah, let them choose
what they want to—
REP. RODRIGUEZ. So “a verified petition for review, in
accordance with the Rules of Court.”
REP. RODRIGUEZ. Accepted, as long as you don’t mention
there “certiorari.”
THE CHAIRMAN (REP. CUA). I agree that we should not
mention “certiorari.”
We so propose, Mr. Chairman, and we agree.
THE CHAIRMAN (SEN. AQUINO). May I ask for a
suspension and have the lawyers talk among each other because,
honestly, I’m very unfamiliar with this.
THE CHAIRMAN (REP. CUA). Suspend.

[THE MEETING WAS RESUMED AT 4:05 P.M.]
THE CHAIRMAN (SEN. AQUINO). Mr. Chairman, may I solicit
a proposal for—
REP. RODRIGUEZ. We have discussed this, Mr. Chairman,
and I think we can have a more acceptable term which will be after
“Commission hearing en banc,” “…may seek review of the same to the
Court of Appeals in accordance with Rules of Court.”
No mention of certiorari, no mention of petition for review. No
rule stated.
THE CHAIRMAN (SEN. AQUINO). We accept, Mr. Chairman.
REP. RODRIGUEZ. It will now be “may seek review of the
same to the Court of Appeals.”
THE CHAIRMAN (SEN. AQUINO). “Court of Appeals in
accordance with the Rules of Court.”
We accept, Mr. Chairman.
THE CHAIRMAN (REP. CUA). We accept, we propose.
THE CHAIRMAN (SEN. AQUINO). What’s next?
THE CHAIRMAN (REP. CUA). Page 76, I think. Statute of
Limitations.
THE CHAIRMAN (SEN. AQUINO). What’s the page of
Statute of Limitations? All right. May I solicit a proposal?
REP. GUTIERREZ. One possibility here, Mr. Chair, is that
instead of just one single provision that will cover the statute of
limitations for administrative, civil and criminal actions, we will have
three separate provisions: one for administrative, one for civil and one
for criminal.
The reason being is that there are differences in reckoning.
Because in civil actions, the reckoning point is different compared to
criminal actions. For criminal actions, it’s discovery or—
THE CHAIRMAN (SEN. AQUINO). We can tackle this on
Monday if you still want to craft it, Congressman.
REP. GUTIERREZ. We can propose a language on this.
THE CHAIRMAN (SEN. AQUINO). So we park this and we
will propose on Monday the language for Statute of Limitations.
Okay, what’s next, Secretariat?
Section 34 is dependent on the penalties so we skip it also.
…/meln
CFDriz X-1 June 5, 2015 4:07 p.m. 1
THE CHAIRMAN (SEN. AQUINO). …we skip it also. Okay,
next. Repealing Clause. Okay. Our experts want to be sure about the
repealing clauses and it may also be affected by our decision on the
DOJ.
REP. RODRIGUEZ. That’s right.
THE CHAIRMAN (SEN. AQUINO). Lastly, Mr. Chairman, I
have a proposal for Section 57. And this is a proposal from one of our
colleagues. Just to reinstate, “notwithstanding any provision herein,
this Act shall have no retroactive effect.” To reinstate that--No, after
“circulation.” Just as a reminder to everyone. We have already
agreed on this many times and our colleague just wants to put it
there, Mr. Chairman, if it’s okay.
THE CHAIRMAN (REP. CUA). Yeah, we accept.
REP. RODRIGUEZ. Accept.
THE CHAIRMAN (SEN. AQUINO). Okay. All right. Thank
you, Mr. Chairman.
REP. RODRIGUEZ. One more, Mr. Chairman, just to go back
because we’re still about the abuse of dominant position. The exact
meaning of “prevent, unfair, price.” Who is prevented from that? Can
we go back to the three additional samples of abuse of dominant
position? They wanted to add the three? Just the first one. The
phrase itself is quite lacking in terms of being clear. The first one
CFDriz X-1 June 5, 2015 4:07 p.m. 2
iyong--After “analogous,” page 28. Nung tinanggal iyong “analogous,”
nagpalit tayo ng tatlo. So the first one is quite vague and generally
broad.
THE CHAIRMAN (SEN. AQUINO). No, no, no, tinanggal iyong
“analogous.” Down, down--abuse of dominant position. Letter (g).
There, letter (h).
REP. RODRIGUEZ. What is directly or indirectly imposing
unfair purchase or selling price or unfair trading condition? Who is
being imposed, who is imposing?
THE CHAIRMAN (SEN. AQUINO). The dominant player is
directly or indirectly imposing an unfair purchase or selling price to the
market or to their competitors.
REP. RODRIGUEZ. We have to, I think, clarify that because as
it is, we don’t know who is imposed on.
THE CHAIRMAN (SEN. AQUINO). These are abuses of the
dominant players.
REP. RODRIGUEZ. That’s correct.
THE CHAIRMAN (SEN. AQUINO). So to whom is the
question.
REP. RODRIGUEZ. Yes, to whom are they directed on
whether--Let us clarify directly or indirectly imposing unfair purchase
or selling price on their competitors?

CFDriz X-1 June 5, 2015 4:07 p.m. 3
THE CHAIRMAN (SEN. AQUINO). Or unfair trading conditions
on their competitors. If you want to be specific, “on their competitors,
suppliers”--Can we just say “to the market”?
REP. RODRIGUEZ. I think we should have more definite terms
by having--yeah, competitors, suppliers. Can we get other so that it
will be clearer kasi kung iyan lang nga hindi natin alam iyong ano--
THE CHAIRMAN (SEN. AQUINO). Can we go up to the next--
the paragraph--the letter up, (g). No, no, no, you don’t have to
delete. Can we just look at letter (g)? Because it’s similar which is
the broad definition of the specific one in letter (g).
SEN. VILLAR. Not this one, the old (g).
VOICE. The other (g).
THE CHAIRMAN (SEN. AQUINO). Yeah, the old (g). There,
there.
REP. RODRIGUEZ. Ito naman imposing--
THE CHAIRMAN (SEN. AQUINO). This is vertical.
Okay, yes. [Conferring with his staff]
REP. RODRIGUEZ. Let us clarify that because based on what
we have there if we will just have it as is, it does not really give so
much meaning and so broad that a company may be just be charged
on this.
CFDriz X-1 June 5, 2015 4:07 p.m. 4
THE CHAIRMAN (SEN. AQUINO). Okay. In dominant
position, we use “competitors, customers, suppliers or consumers.”
So maybe we can use that instead.
“Competitors, customers, suppliers or consumers.”
THE CHAIRMAN (SEN. AQUINO). I’m learning na,
Congressman Rufus.
REP. RODRIGUEZ. And what would be unfair trading
conditions? It’s very clear iyong unfair purchase or selling price.
THE CHAIRMAN (SEN. AQUINO). Okay, we can delete “unfair
trading conditions.”
REP. RODRIGUEZ. What will be the trading conditions?
THE CHAIRMAN (SEN. AQUINO). Yeah, we can delete that so
that we can be more specific with--
REP. RODRIGUEZ. Yes, only on the purchase or selling price.
Yes, that would be clearer.
THE CHAIRMAN (SEN. AQUINO). On their?
REP. RODRIGUEZ. “On their competitors, customers, suppliers
or consumers.” That is better.
THE CHAIRMAN (SEN. AQUINO). Although, Congressman,
we just copied the wording from the EU.

CFDriz X-1 June 5, 2015 4:07 p.m. 5
REP. RODRIGUEZ. Yes, but you have to be clear because, for
example, iyong unfair trading condition, what is that? We have not
defined that in the definition of terms.
REP. RODRIGUEZ. So the more we should be more precise, it’s
better.
THE CHAIRMAN (SEN. AQUINO). That’s better.
REP. RODRIGUEZ. These are criminal acts or abuse of
dominant position.
THE CHAIRMAN (SEN. AQUINO). It is administrative act,
these are not criminal acts.
REP. RODRIGUEZ. Abuse of dominant position. So it will bring
penalties.
THE CHAIRMAN (SEN. AQUINO). All right. We will accept
this, Congressman, and hopefully, if there is needs--be, we can reopen
on Monday.
REP. RODRIGUEZ. Okay. So I think that is clearer. “Unfair
purchase or selling price on their competitors, customers, suppliers or
consumers.”
Yes, we captured it. Thank you very much.

CFDriz X-1 June 5, 2015 4:07 p.m. 6
May we go to Section 25? I’m just taking the opportunity to
clean up some language, Mr. Chairman.
REP. RODRIGUEZ. Page?
THE CHAIRMAN (SEN. AQUINO). Section 25, page 41. This
is “determining the relevant market,” not just “relevant market.”
Because we have a definition of relevant market, this is the procedure
by which you determine the relevant market.
THE CHAIRMAN (SEN. AQUINO). Sorry. Defining--Okay. So
we can make this “defining relevant market” and then for purposes of-
-Sorry, this is “determined.” “Determining relevant market” instead.
I’m sorry.
REP. RODRIGUEZ. Yeah, “determining” is okay because we
cannot define them because of definition of terms.
THE CHAIRMAN (SEN. AQUINO). And then, Congressman
Rufus, if you will be amenable, we use “legitimate means” instead of
“means or manner” previously. In one of your previous amendments,
you had proposed “means or manner.” We propose “legitimate
means” instead.
REP. RODRIGUEZ. Okay.
THE CHAIRMAN (SEN. AQUINO). Is it okay if we just use
“legitimate means”?
CFDriz X-1 June 5, 2015 4:07 p.m. 7
THE CHAIRMAN (SEN. AQUINO). Because “or manner”--
REP. RODRIGUEZ. Does not really improve it, yeah. “Means”
is okay.
THE CHAIRMAN (SEN. AQUINO). So can we search for
“means or manner”? Just search it. “Means or manner.”
REP. RODRIGUEZ. It’s on “maintaining, increasing market
through legitimate means--”
THE CHAIRMAN (SEN. AQUINO). And then delete “or
manner”--Is that the only place it comes out? I know it’s only one
portion.
And then sige po. Wala na, ano? Okay. Can we search for
“distorting”?
VOICE. Lahat ng “distorting” out na.
THE CHAIRMAN (SEN. AQUINO). Oo.
Okay, we made that all “lessening.”
REP. RODRIGUEZ. Omnibus change on that. Deletion of
“distort,” “distorting.” All the words of “distort, distorting” are out.
THE CHAIRMAN (SEN. AQUINO). So can we clean this up? Or
can we leave this to the secretariat already to do this or let’s go over
it? Sige. Then we’ll ask the secretariat to check again after but--And I
CFDriz X-1 June 5, 2015 4:07 p.m. 8
made a mistake in Section 25 on the style there so we’ll go back to it
later.
Okay. Can we go to Section 25 again? I made a mistake. So
it’s just “relevant market.” Yes, because the others is just a noun.
There’s no adverb before it. And this is fine. All right.
Secretariat…/cfd
RPALGER XI-1 June 5, 2015 4:17 p.m. 1
THE CHAIRMAN (SEN. AQUINO). … Secretariat, is there
anything else you want to change?
All right. Mr. Chairman, we haven’t iyong “control” na in the
“disposition of cases” the new section of Cong Rufus. We will still
transfer it to disposition of cases, the criteria for control.
REP. RODRIGUEZ. Can we see that?
THE CHAIRMAN (SEN. AQUINO). There. The one that’s
parked for Chapter V. Can we cut this and find an appropriate section
in Chapter V? That’s the definition of “control.”
REP. RODRIGUEZ. Definition of terms.
THE CHAIRMAN (SEN. AQUINO). Page 7, letter (g). We split
the provision. The first part will remain in the definition. The second
part which is the enumeration of the criteria, will be “in disposition of
cases.” May I solicit a proposal where to put the “criteria for control in
the disposition of cases”? Maybe it’s the first one.
Before “market dominance,” separate section, a new Section 26.
Puwede ring 25. No, maybe after that. Hindi, we will insert a new
section.
So, new Section 25 and then we will renumber. “Determining
control of an entity.” Is that acceptable, Cong Rufus?
REP. RODRIGUEZ. Yeah.

THE CHAIRMAN (SEN. AQUINO). “Control of an entity,” then
we say, “In determining the control of an entity”—it’s a new section.
There. Iyan. Okay. So, Section 26, “control of an entity.” Okay. Maybe
we’ll change some terms. “Ownership of shares of a stock—parang
hindi yata tama.
May I solicit some suggestions? I know we’re all tired but this is
the last one. “Ownership of shares of stock in a company,” or “…in an
entity.”
REP. RODRIGUEZ. Before we have 50 percent plus one. So, we
have removed that.
THE CHAIRMAN (SEN. AQUINO). Yeah. Iyon ang ginawa
nating—actually, sir, you may suggest. Maybe you’re in a better
position to suggest.
REP. RODRIGUEZ. Kasi in our version, there is ownership of
stocks, 50 percent plus one. Iba iyong position to cast, 50 percent plus
one voting. So, there’s no more threshold on ownership of stock. How
can that—
REP. GUTIERREZ. Mr. Chair.
REP. RODRIGUEZ. That is for the voting rights. This one is just
ownership.
REP. GUTIERREZ. Mr. Chair, if I may? The Securities and
Exchange Commission actually has an enumeration of four elements
that can be considered.
THE CHAIRMAN (SEN. AQUINO). All right. Please read.
REP. GUTIERREZ. So, maybe we can use his language. So, if I
may read: “Control also exists even when the parent owns one half or
less”—So, the first will be one half, 50 plus, that’s the first. And then
“Control also exists even when the parent owns one half or less of the
voting power of an enterprise when there is power”—and then—“…one
over more than one half of the voting rights by virtue of an agreement
with the investors; two, to direct or govern the financial and operating
policies of the enterprise under a statute on an agreement; three, to
appoint or remove the majority of the members of the board of
directors or equivalent governing body and; four, to cast the majority
votes at meetings of the board of directors or equivalent governing
body.” So, perhaps we can use this as a reference because this is
already the standard currently—
REP. RODRIGUEZ. Yes. And you add also the employment of a
management entity.
THE CHAIRMAN (SEN. AQUINO). Combine—may you share
your iPad with the secretariat so they can type it in?

REP. RODRIGUEZ. We can include the management entity
running the company.
SEN. VILLAR. Is this right that—“…may consider the following
including but not limited to.” Ano iyon? Do we have to say that?
REP. RODRIGUEZ. Yes. Senator Villar is very allergic to all of
these expansionism, the possible expansion of that.
SEN. VILLAR. There is a definite defition.
REP. RODRIGUEZ. Yeah, mayroon na naman iyan. If we follow
the SEC plus the management entity, no need to have “but not limited
to.” It is not stated there, right? Is that stated in the SEC?
VOICE. It’s definitive.
REP. RODRIGUEZ. Definitive. So, we will go with Senator
Villar’s statement. Yes.
THE CHAIRMAN (SEN. AQUINO). We’ll agree to that but we’ll
include the EU definition which has control of assets. Okay.
REP. RODRIGUEZ. Okay, plus the management entity.
THE CHAIRMAN (SEN. AQUINO). Plus the management
entity.
REP. RODRIGUEZ. All right, good. It’s clearer. There’s no more
“…such as but not limited to.” It’s clearer.

THE CHAIRMAN (SEN. AQUINO). Mr. Chairman, we have two
standards in the EU which we wish to add. “The ownership or the right
to use all or part of the assets of an undertaking, right or contracts
which confer decisive influence on the composition voting or decisions
of the organs of an undertaking.” We can rephrase it but the EU—
SEN. VILLAR. Ang lalim naman iyan.
THE CHAIRMAN (SEN. AQUINO). No, because in the EU what
we have seen is that—because they have more cases than us.
SEN. VILLAR. Ang galing-galing ni Gutierrez. [Laughter]
THE CHAIRMAN (SEN. AQUINO). But Gutierrez has never
had a competition a case in his life. The EU has a long jurisprudence of
competition cases.
SEN. VILLAR. It’s all right for us not to have that because
we’re just starting.
THE CHAIRMAN (SEN. AQUINO). No, but we want to learn
from their experience also. And their experience is—
SEN. VILLAR. We might overdo it.
THE CHAIRMAN (SEN. AQUINO). No, just to explain, Senator
Villar, the control here is for clearly stated control. But in the cases of
corporate players, across cartels which are not under one corporation,
so that’s why the definition is slightly more broad.

Now, obviously, if you own 50 percent plus one, you control the
company. But there are other ways that you exercise control and
hence, have a cartel-like behavior which may not be 50 percent at all.
In short, the onion cartels don’t have ownership of 50 percent plus
one. You don’t even have SEC registration. So, you want to be broad in
terms of what we mean by control.
SEN. VILLAR. Ano iyan, onion cartel?
THE CHAIRMAN (SEN. AQUINO). Garlic or onion cartels, for
example.
SEN. VILLAR. That’s illegal, illegal practices [Laughter]
THE CHAIRMAN (SEN. AQUINO). No, that’s right.
SEN. VILLAR. They’re just traders who pry on the uneducated
farmers, on small people. That’s not this one…/rommel

MPMendoza XII-1 June 5, 2015 4:27 p.m. 1
SEN. VILLAR. …That’s not this one.
THE CHAIRMAN (SEN. AQUINO). No. In their case, Senator
Villar, as a group, they exercise control over each other and hence
affect the market negatively and that’s exactly who were trying to go
against.
SEN. VILLAR. That’s what they mean in EU?
SEN. VILLAR. What is the meaning? Can you read it? I cannot
understand it.
When you confer decisive influence on a particular body, we’re
saying that they control so that we can prosecute them together.
REP. RODRIGUEZ. How does it read? Let it come out, that
particular provision, so that we can take it up and look at it.
SEN. VILLAR. So you’re talking of other than corporate?
SEN. VILLAR. Okay.
THE CHAIRMAN (SEN. AQUINO). Because some of the people
who will be going up against are not organized in a corporate manner.
SEN. VILLAR. Okay. Let me hear?

Yes. Can we add in the end?
VOICE. Yes.
THE CHAIRMAN (SEN. AQUINO). Okay. Letter (e)—and then
we can correct. Let me just put it here that we can correct.
SEN. VILLAR. We just want it to be something that we can
easily understand.
THE CHAIRMAN (SEN. AQUINO). Yes, yes.
SEN. VILLAR. Okay.
THE CHAIRMAN (SEN. AQUINO). “Ownership or the right to
use all or a significant part of the assets.” And (f) “Rights or contracts
which confer decisive influence on the decisions of another entity.”
So we are proposing these paraphrase EU definitions, Mr.
Chairman. We can, of course, edit.
SEN. VILLAR. Okay. We can understand that. Binasa mo ba
sa—
THE CHAIRMAN (SEN. AQUINO). Yes. Senator, I edited it to
be simpler. Okay.
Can we accept this, Mr. Chairman? Of course, we can still
correct on Monday. I mean, but—so that we can move on.
SEN. VILLAR. I can understand it.

THE CHAIRMAN (REP. CUA). Okay, we accept.
THE CHAIRMAN (SEN. AQUINO). All right. So if there’s
nothing else from the ComSecs—
THE CHAIRMAN (REP. CUA). There is still one more?
THE CHAIRMAN (SEN. AQUINO). Yes, we accepted
everything, right, not just the last two? Is that your question?
VOICE. [Off-mike]
THE CHAIRMAN (SEN. AQUINO). I think we have accepted it.
Yes, Mr. Chairman, ‘no, everything?
THE CHAIRMAN (SEN. AQUINO). All right. Thank you.
So I guess we have reached our limits also today. So thank you
and see you on Monday, 2 p.m., here in the Senate.
Maraming salamat.
VOICE. Thank you. Session is suspended.
THE CHAIRMAN (SEN. AQUINO). The request is 2 p.m., ‘no?
VOICE. 2 p.m., please.
REP. RODRIGUEZ. Yes, no problem, 2 o’clock.
THE CHAIRMAN (REP. CUA). On the part of the House panel,
we suspend the meeting.

THE CHAIRMAN (SEN. AQUINO). We suspend also on the
part of the Senate.
[THE MEETING WAS SUSPENDED AT 4:30 P.M.]/mpm

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Republic of t he Philippines

CONGRESS OF THE PHILIPPINES

BICAMERAL CONFERENCE COMMITTEE

DATE : Friday, June 5, 2015

TIME : 12:00 noon

VENUE : Committee Room No. 1, 2nd Floor

AGENDA : Disagreeing Provisions of Senate

HON. PAOLO BENIGNO “BAM” AQUINO IV - Chairman

HON. DAKILA CARLO E. CUA - Chairman

Prof. Joy Abrenica - UP School of Economics

Ms. Vina Vargas - O/S Aquino

Mr. Joey M.Tunac, MNSA - Committee Secretary

HOUSE OF REPRESENTATIVES’ STAFF:

Mr. Edwin Bartido- Office of Rep. Cua

Mr. Dondon Ducusin - Office of Rep. Cua

HOUSE OF REPRESENTATIVES’ SECRETARIAT:

Ms. Jannalinna Olladas - Committee Secretary

(For complete list, please see attached Attendance Sheet.)

AT 2:17 P.M., HON. PAOLO BENIGNO “BAM”

THE CHAIRMAN (SEN. AQUINO). Can we begin?

So on the side of the Senate panel, we resume the consideration

THE CHAIRMAN (REP. CUA). On the side of the House, we

THE CHAIRMAN (SEN. AQUINO). Magandang hapon sa mga

Magandang hapon, Senator Villar.

THE CHAIRMAN (REP. CUA). I think we left off when we last

suspended and I think we probably should start with Section 1, with

the Anti-Competitive Agreements.

THE CHAIRMAN (SEN. AQUINO). Section 1 of Chapter III.

THE CHAIRMAN (REP. CUA). Of Chapter III. Yes, I’m sorry.

THE CHAIRMAN (SEN. AQUINO). So just for the record, for

today, what’s really left is the anti-competitive agreements, fines and

penalties, the enforcement chapter and then some definitions we had

So on page 23, Section 5, Anti-Competitive Agreements, we

terms of what is per se prohibited, what will be the standards and we

suggestions and amendments and put together in a hybrid nature the

provisions of both the Senate and Congress.

So let me read it into the record. “Section 14, Anti-Competitive

Agreements. Section 1.1. The following agreements between or

among competitors are per se prohibited. Restricting competition as to

price or components thereof or other terms of trade.

No. 2. Fixing price at an auction or in any form of bidding

including cover bidding, bid suppression, bid rotation and market

allocation and other analogous practices of bid manipulation.”

This is taken from the Congress version. So just to explain,

will have a criminal and administrative penalty.

“Section 1.2, the following agreements between or among

competitors which have the object or effect of substantially or

unreasonably preventing, restricting”—This is still lessening. We have

not accepted “distorting” yet. So you can strike through “distorting”

first. “Or lessening competition shall be prohibited. No. 1, setting,

limiting or controlling production, markets, technical development or

investment; No. 2, dividing or sharing the market whether by volume

or sales or purchases territory type of goods or services, buyers or

sellers or any other means.”

So this combines the sections of the Senate and the House.

“Section 1.3, Agreements other than those specified in 1.1 and

1.2 which have the object or effect of substantially or unreasonably

preventing, restricting or...”—If that’s lessening dapat iyong—You can

shall also be prohibited provided those which contribute to improving