Single economic entity doctrine: vertical agreements that occur within a single company— for example,

between parent and subsidiary—do not generally qualify as agreements between distinct economic
actors for purposes of competition law.

Concerted Practices

“[A] form of coordination between undertakings which, without having reached the stage where an
agreement properly so-called has been concluded, knowingly substitutes practical cooperation between
them for the risks of competition.”

Cartels oligopoly

a group of companies which join together to either fix prices, limit production or allocate markets or
customers between them. Instead of competing, cartel members agree on a course of action, reducing
incentive to provide new or better products and services at competitive prices.

Difference between Section 14 (a) v. Section 14(b) prohibitions

Section 14 (a) pertains to agreements which are considered per se anticompetitive. To constitute a
violation of the law, prosecution must only prove the concurrence of its elements, without need to
inquire into its actual effect to the market or if there exists any objective justification for its conduct.

In contrast, Section 14 (b) agreements may only be prohibited upon conclusive determination that the
agreements have the object or effect of substantially preventing, restricting or lessening competition.

What is an infringement by object?

Designation as a restriction by object means that the conduct is prohibited automatically under Section
14 (b), without having to demonstrate any actual anticompetitive impact in practice.

Exclusive Distribution

A single distributor or outlet is appointed for particular geographic area or categories of customer. If
Supplier enters into an exclusive distribution agreement with Distributor X, then Distributor Y will not be
able to sell the Supplier’s products.

Exclusive Dealing

A manufacturer supplies a distributor on the condition that the latter does not sell competing brands. If
XXX enters into a non-compete with the Retailer, the Retailer will be prohibited from selling products
supplied by YYY.

MERGER AND AQUISITION

CASES:
1. Grab-Uber Acquisition
Grab acquired Uber’s Southeast Asia business, in exchange for 27.5% stake
Theories of Harm :
Loss of Actual Competition – Elimination of Grab’s competitor
• Pre-merger: Grab and Uber were the two dominant firms
• Post-merger: Merged firm will have 93% joint market share of total registered TNVS

Unilateral effects: ability and incentive of Grab to raise prices or to reduce the quality of services

 Increase in price – data indicated that average prices climbed at an increased rate post-
Transaction
 Reduced quality of service - increased driver cancellation, forced cancellated of rides,
and longer waiting times

2. Universal Robina Corp. (URC)-Central Azucarera Don Pedro, Inc. (CADPI) Acquisition
Acquisition by URC of assets of CADPI and Roxas Holdings, Inc (RHI). Both own sugar mills and
refineries in Batangas.
Theories of Harm:
Loss of actual competition – Transaction leads to SLC in market for milling services in Batangas,
Cavite, Laguna, and Quezon
 Merger-to-monopoly, through elimination of URC’s only competitor

Unilateral effects: ability and incentive of URC to reduce:

• planter-milling sharing agreement

• sugar recovery rates quoted to planters
• incentives provided to planter

3. Asahi Flat Glass-TQMP Acquisition

Theories of Harm
Input foreclosure - Asahi is the sole flat glass manufacturer in the PH. Transaction enhances
ability of merged firm to foreclose access of downstream rivals to manufactured flat glass, an
input to clear and bronze float glass (TQMP) and processed glass (PGPSI)
 Merged entity would have 78.2% market share in market for clear float glass, and 81.4%
in market for bronze float glass
 Importation of flat glass is expensive (safeguard duties) and requires significant lead
time

4. SM-Goldilocks Acquisition
Acquisition by SM Retail Inc., a subsidiary of SM Investments, of shares in Goldilocks Bakeshop
Theories of Harm
Input foreclosure
• Lease space in SM Malls → location, rental, lease terms
 Coordinated effects
• Sales data in possession of merged entity may exacerbate opportunity for Goldilocks and
competitors to coordinate, leading to higher prices

Structural Remedies

1. Divestiture- A remedy that requires the entity to change its structure through partial or full
disposal of businesses, shareholdings, business units, or tangible or intangible assets by sale,
exchange, or any other means recognized by law.
2. Licensing (compulsory licensing of legal rights, usually IP rights)

ABUSE OF DOMINANT POSITION

Dominance alone is not illegal. What the law prohibits is abusive conduct that would substantially
prevent, restrict or lessen competition.

For there to be a violation of the law, there must be concurrence of the following elements:

• There is one or more entities which hold a dominant position in the relevant market
• Which engages in conduct that amounts to an abuse of its market power
• And which cannot be objectively justified.

Antitrust

protects competition as a process, it does not protect individual competitors against the harsh winds of
competition. no antitrust remedy where the injury is only to a competitor, and there is no effect on
price or output – i.e. typically where injury is just because of competition, which will commonly (and
desirably!) force less efficient firms from a market.