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Provided that an entity shall not be prohibited from

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Provided, That an entity shall not be prohibited from continuing to own and hold the stock or other share capital or assets of another corporation which it acquired prior to the approval of this Act oracquiring or maintaining its market share in a relevant market through such means without violating the provisions of this Act : Provided, further, That the acquisition of the stock or other share capital of one or more corporations solely for investment and not used for voting or exercising control and not to otherwise bring about, or attempt to bring about the prevention, restriction, or lessening of competition in the relevant market shall not be prohibited . X x x.” CONTROL OF AN ENTITY . – Sec, 25 of R.A. 10667 provides that in determining the control of an entity , the Commission may consider the following: “x x x. Control is presumed to exist when the parent owns directly or indirectly, through subsidiaries, more than one half (1/2) of the voting power of an entity, unless in exceptional circumstances, it can clearly be demonstrated that such ownership does not constitute control. Control also exists even when an entity owns one half (1/2) or less of the voting power of another entity when: (a) There is power over more than one half (1/2) of the voting rights by virtue of an agreement with investors ;
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(b) There is power to direct or govern the financial and operating policies of the entity under a statute or agreement ; (c) There is power to appoint or remove the majority of the members of the board of directors or equivalent governing body; (d) There is power to cast the majority votes at meetings of the board of directors or equivalent governing body; (e) There exists ownership over or the right to use all or a significant part of the assets of the entity; (f) There exist rights or contracts which confer decisive influence on the decisions of the entity. X x x.” ANTI-COMPETITIVE AGREEMENT OR CONDUCT; HOW DETERMINED . Sec. 26 of R.A. 10667 provides that in determining whether anti-competitive agreement or conduct has been committed, the Commission shall: “x x x. (a) Define the relevant market allegedly affected by the anti-competitive agreement or conduct, following the principles laid out in Section 24 of this Chapter; (b) Determine if there is actual or potential adverse impact on competition in the relevant market caused by the alleged agreement or conduct, and if such impact is substantial and outweighs the actual or potential efficiency gains that result from the agreement or conduct; (c) Adopt a broad and forward-looking perspective, recognizing future market developments, any overriding need to make the goods or services available to consumers, the requirements of large investments in infrastructure, the requirements of law, and the need of our economy to respond to international competition, but also taking account of past behavior of the parties involved and prevailing market conditions; (d) Balance the need to ensure that competition is not prevented or substantially restricted and the risk that competition efficiency, productivity, innovation, or development of priority areas or
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  • Fall '19
  • Competition law

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