Law experts on Thursday, August 18, argued that the joint venture between broadcasting giants ABS-CBN and TV5 was free of any legal impediments, as opposed to what SAGIP Party-list representative Rodante Marcoleta claims to be.
TeleRadyo invited Atty. Jay Layug, the dean of the University of Makati School of Law, and corporate lawyer Atty. Domingo Cayosa, to discuss the landmark deal between the media giants.
Marcoleta said it was unfair for a franchise-less network to “ride” on a licensed one.
According to Cayosa, the joint venture was different from a merger and acquisition. In the case of ABS-CBN and TV5, they only created a business relationship.
“Hindi nagbabago ang pagmamay-ari, ang juridical at personal identity. Mayroon lamang silang pinagsamahan na mga business activities on certain conditions,” explained the lawyer.
Layug further stated that the joint venture was “legally allowed” as it is common in businesses.
“Ginagawa iyan every now and then ng mga korporasyon o ng mga organisasyon. So wala hong mali doon, walang malisya. It’s totally legal.”
He added, “‘Yung joint venture naman po, kapag ginamit natin iyan sa isang transaction, may dalawang kumpanya na naga-agree ho sila kung anong mga aktibidades na gagawin nila na magkasama sila. Pero wala hong entity na nawawala din. So may pagkakaiba ho talaga ang tatlong konsepto.”
The shares bought by the Kapamilya Network (P2.16 billion), are still within the scope of the Philippine Competition Act as the threshold is at P50 billion.
“Ito hong transaksyon na ‘to, hindi pasok kasi maliit lang,” said the lawyer.
However, the Philippine Competition Commission (PCC), through Motu Proprio, still has the power to investigate the deal.
“Pwede din naman ho ang ating gobyerno, ang PCC in particular, p’wedeng mag motu proprio. Ibig sabihin na sa sariling kusa ng PCC na p’wede nilang tignan kung ito ba ay magreresulta ng anti-competitive behavior or dominance ng isang particular party.”
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No unfair competition.
Marcoleta earlier claimed that the partnership would create an imbalance in the free TV competition, as there may be a possibility of monopolization from either ABS-CBN or TV5.
But Cayosa pointed out that the landmark deal did not create unfair competition or a monopoly. He said that it was a legitimate transaction between two legal entities.
“Well under the present circumstances, mukhang wala naman. Sapagkat kahit na merong joint venture na ganiyan, it doesn’t create undue advantage, hindi naman ho monopolyo, at there is still fair competition in the market.”
Both have the right to enter into a deal, just like any other business, explained the corporate lawyer.
“So far, hindi naman. At tsaka hindi rin naman ho tama na i-impute agad sa isang legitimate transaction. Kasi ito ho, ginagawa naman ito left and right ng mga iba’t-ibang kumpanya.”
Layug believed that ABS-CBN is being targeted since joint ventures have been common in the business industry.
“Siguro dahil lang malaki ito, at popular kayo, o kaya may mainit sa inyo, kaya’t tinitignan. But in reality, ang dami diyang mas malalaking mga transaksyon, mga mergers, acquisitions, at ventures, na hindi naman talaga nila tinitignan ito.”
The State can only interfere with such a business partnership if it affects any interest. But in the case of ABS-CBN and TV5, there were no negative impacts, especially on rival broadcasting companies.
“Kung babasahin natin ang mga detalye, at kung mailalabas lahat nang iyan, eh mayroon namang matinong rason. Hindi nga nagko-complain ang ibang media outlets ‘di ba?
“Mage-gauge mo iyan sa industriya kung may nagsasabi na, ‘Aba, mukhang sila na lang at wala nang natitira, at hindi na kami makakapag-compete with them,'” argued Layug.
