Antitrust and competition in Philippines

Gatmaytan Yap Patacsil Gutierrez & Protacio (C&G Law)

The competition and anti-trust team at Gatmaytan Yap Patacsil Gutierrez & Protacio (C&G Law) has developed a strong merger control offering, alongside its corporate and M&A practice; the two teams, in unison, provide holistic advice on Philippine competition law and M&A matters. Key services include advice on investigations related to PCC, audits, competition law compliance, and training. The team is led by Norma Margarita B. Patacsil , who is an expert in handling mergers and acquisitions, and adept at advising on competition law. Andrea Katipunan specialises in corporate transactions for local and multinational clients, public-private partnerships, and government procurement. Senior associate Jillienne Grace Sotto assists with due diligence reviews and drafting of definitive agreements.

Key clients

Ayala Land, Inc. (ALI) and its subsidiaries

Work highlights

  • Advised ALI on its five-way merger. This involves ALI, a land developer in the Philippines with a market capitalization of approximately USD 10 billion and four of its subsidiaries/affiliates, namely, Cebu Holdings, Inc., Asian I-Office Properties Inc., Arca South Commercial Ventures, Corp., and Central Bloc Developer, Inc., with ALI as the surviving entity.
  • Advised ALI affiliates CHI and CPV on their merger.

Quisumbing Torres

Quisumbing Torres provides advice on  all aspects of competition-related issues, serving clients from a broad range of sectors such as healthcare, manufacturing, retail, technology, energy, and infrastructure. The team has a deep understanding of the competition regime and assists with antitrust implications of business strategies and transactions, mergers and acquisitions, and assessment of risks arising from non-compliance with competition law. Maria Christina Macasaet-Acaban heads the team and has extensive expertise in addition to competition issues relating to mergers and acquisitions – she also advises on  foreign investments and corporate reorganizations/restructuring. Alain Charles Veloso and Michael Macapagal are other key members of the team.

Practice head(s):

Christina Macasaet-Acaban 

 

Testimonials

‘The team’s expertise in the subject matter goes beyond theoretical application, they are able to apply legal principles on every day issues/concerns that their clients are facing. As part of the global network of Baker Mckenzie, they have access to global expertise considering that the subject matter is relatively new in country.’

‘The lawyers I am dealing with have the theoretical expertise required of the job. In addition, they have the combined experience of dealing with real life situations and how regulators would view a specific situation providing clients with a holistic approach to issues.’

 

Key clients

APG Asset Management

GlaxoSmithKline

Pilipinas Shell Petroleum Corporation

PruLife Insurance Corporation of UK

Work highlights

  • Represented a multinational insurance company and financial services provider in an administrative enforcement case filed by the Philippine Competition Commission.
  • Advised Asia’s leading healthcare services provider on various competition law matters and interviews with the Philippine Competition Commission.
  • Advised a joint venture between Canada-based potash producers and one of the world’s largest suppliers of Canadian potash on the potential antitrust risks from (i) its set-up as joint venture between competing Canadian potash producers, and (ii) its dominant position in the market for supply and distribution of potash in the Philippines.

SyCip Salazar Hernandez & Gatmaitan

SyCip Salazar Hernandez & Gatmaitan provides advice on all matters related to the Philippine Competition Act to a vast client base covering all key industries, including defense, automobile, banking, energy, insurance, media, real estate, retail, and technology. The team has been involved in landmark deals, which resulted in the first anti-trust clearance under the regular merger control regime, and the first transaction to undergo a phase 2 review. Other key services include advice on competition law implications of vertical agreements such as resale price restrictions, exclusivity and non-compete provisions, and sole supply arrangements. Arlene Maneja regularly advises clients on antitrust implications of acquisitions, business ventures, and non-compete arrangements. Franco Aristotle Larcina specialises in issues involving merger control, cartels and abuse of dominance.

Practice head(s):

Rocky Alejandro Reyes

Key clients

Metro Pacific Group

San Miguel Corporation

Archipelago Capital

Dentsu Aegis Network

Manila Electric Company

TPG Growth III SF Pte Ltd

Alipay

Mitsubishi Fudosan

Mitsubishi Corporation

Work highlights

  • Represented Infineon Technologies AG (Infineon) in its €9.6 billion acquisition of Cypress Semiconductor Corporation (Cypress).
  • Represented ADP in the acquisition of 49% of the share capital of GAL. The transaction involves the purchase by ADP of 49% of the share capital GAL which was completed in two phases: a first phase for the acquisition of 24.99% stake, and a second phase, subject to certain regulatory conditions, for the acquisition of 24.01%.
  • Represented San Miguel Corporation in a proposed purchase of 85.73% of the total outstanding and issued capital stock of Holcim Philippines, Inc. by San Miguel Corporation (through its subsidiary) from LafargeHolcim Ltd.

Gulapa & Lim (Gulapa Law)

Established in 2015, Gulapa & Lim (Gulapa Law) provides competition law-related advice to a variety of clients, including financial institutions, government agencies, and private companies. Key areas of service include obtaining clearance under the PCC for  documentation, mergers and exemptions. The team also assists with competition audits. Founding partner Aris Gulapa has extensive experience of working in multiple jurisdictions - his work in competition and antitrust covers a wide range of sectors, with a particular focus on merger control in public-private partnerships. Junior associate Theodore S. Ballesteros advises multinational companies on compliance and the impacts of the Philippines Competition Act.

Practice head(s):

Aris Gulapa

Other key lawyers:

Theodore S. Ballesteros

Key clients

Asian Development Bank

AXA Philippines, Inc.

Consortium of Aboitiz InfraCapital, Inc., AC Infrastructure Holdings Corporation, Alliance Global Group, Inc., Asia’s Emerging Dragon Corporation, Filinvest Development Corporation, JG Summit Holdings, Inc., and Metro Pacific Investments Corporation

Department of Transportation

Bases Conversion Development Administration

Philippine National Railways

Work highlights

  • Advised AXA Philippines, Inc. on the gaps in the Philippine Competition Act following US and EU precedents and practices as well as conducting training for the executive and the managers.
  • Assisted the Consortium of Aboitiz InfraCapital, Inc., AC Infrastructure Holdings Corporation, Alliance Global Group, Inc., Asia’s Emerging Dragon Corporation, Filinvest Development Corporation, JG Summit Holdings, Inc., and Metro Pacific Investments Corporation structure in compliance with the merger regulations of the Philippine Competition Act.
  • Advised ADB on the procedure for obtaining a Certificate of Exemption for unsolicited projects being tendered by the Department of Transportation and liaising with the Philippine Competition Commission.

Martinez Vergara Gonzalez & Serrano

Martinez Vergara Gonzalez & Serrano has a well-established practice that provides advice on issues related to representing clients in all stages of PCC merger control, including pre-notification consultations, phase reviews, and voluntary commitments negotiations. The firm is particularly active in the mergers and acquisitions space and was involved in many notable transactions in the region. Elmer Serrano heads the team and has extensive experience in handling contentious matters related to the PCC. Phil Ivan Chan specialises in corporate M&A and immigration law. Senior associate Tephanie Gandia is also recommended.

Practice head(s):

Elmer Serrano

Other key lawyers:

Phil Ivan Chan; Tephanie Gandia

Testimonials

The team is very experienced in handling tasks related to antitrust and competition. Their proposals are very innovative and well within the bounds of the law.’

Elmer Serrano in particular is very versatile in his legal practice. He also handles banking and insurance-related legal tasks very well.’

Key clients

BDO Unibank, Inc.

BDO Leasing and Finance, Inc.

BDO Life Assurance Company, Inc.

SM Investments Corporation

Udenna Corporation

Chelsea Logistics and Infrastructure Holdings Corp.

2GO Group, Inc.

Bankers Association of the Philippines

Work highlights

  • Represented BDO Group before the PCC in its notification of the proposed sale of its publicly-listed leasing arm, BDO Leasing and Finance, Inc. to third party buyers.
  • Advised Udenna Corporation and its counterparties, third-party buyers, on applicable rules of the PCC for Chelsea’s divestment of its entire effective interest in publicly-listed company, 2GO Group, Inc.
  • Advised the Bankers Association of the Philippines on the parameters for the proposed PCC notification and review exemption (incorporated into the enacted “Bayanihan to Recover as One Act”).

Puyat Jacinto & Santos Law Offices

Puyat Jacinto & Santos Law Offices

Villaraza & Angangco (V&A Law)

The competition and antitrust team at Villaraza & Angangco (V&A Law) works in tandem with the firm’s main corporate practice and advises clients, both local and international, on compliance with PCC’s requirements and notification procedures. It assists clients from  a wide range of sectors with a key focus on manufacturing, banking, shipping, and energy. The team is led by the trio of Raoul R Angangco, Sylvette Y Tankiang, and Franchette Acosta, who advise on competition law as a part of their broad commercial practices. Senior associates Pauline Marie Gairanod and Ma. Carla Mapalo focus on competition law and have extensive experience in representing clients before the PCC.

Testimonials

‘Deep knowledge of the antitrust processes and procedures. Strong working relationship with the regulators and ability to have issues quickly reviewed by the regulators and accordingly provide the client with valuable feedback on antitrust issues related to any deal being considered.’

‘Extremely knowledgeable and hard working. Also available to discuss issues. Ethical and principled individuals.’