Antitrust Reminder

Group activities of competitors are inherently suspect under the antitrust laws. Many agreements among competitors, however; are both legal and beneficial to the industry. The best vehicle for enjoying the benefits of permitted agreements among competitors while avoiding the pitfalls of illegal agreements is by belonging to a trade association like NASSCO which takes its obligations in this regard very seriously.

NASSCO staff members are sensitive to antitrust issues and endeavor to see that topics which may give an appearance of a contract, combination, or conspiracy in restraint of trade or commerce, or topics which may give an appearance of monopolizing, or attempting to monopolize or combining or conspiring to monopolize any trade or commerce, or topics which may give an appearance of price-fixing or group boycotts, so as to violate Federal or state antitrust laws, are not discussed at NASSCO meetings or gatherings.

The fact that a NASSCO staff member is present at a meeting, however, should not invite probing to determine how far a discussion can proceed before it becomes apparent that it is improper and is cut off. It is the responsibility of each member and its representatives to avoid raising improper subjects for discussion. This reminder has been prepared to assure that participants in NASSCO meetings are aware of this obligation.

The Dos and Don’ts presented below highlight only the most basic antitrust principles. Each participant in a NASSCO meeting should consult his or her legal counsel in all cases involving specific situations or interpretations.

DON’T

• Do not, in fact or appearance, discuss or exchange information regarding the following topics at ANY time, including formal NASSCO meetings, rump or informal meetings, gatherings, or social events:
  • Individual company prices, price changes, price differentials, mark-ups, discounts, allowances, credit terms, etc., or data that bear on price, e.g. costs, productions, capacity, inventories, sales, etc.
  • Industry pricing policies, price levels, price changes, differentials, etc.
  • Bids on contracts for particular products; procedures for responding to bid invitations.
  • Plans of individual companies concerning the design, production, distribution or marketing of particular products, including proposed territories or customers.
  • Matters relating to actual or potential individual suppliers that might have the effect of excluding them from any market or of influencing the business conduct of firms towards such suppliers or customers.

DO

• Adhere to prepared agendas for all NASSCO meetings and object any time meeting minutes do not accurately reflect the matters which transpired.
• Understand the purposes and authority of each NASSCO group in which you participate.
• Consult with the NASSCO staff and/or your company counsel on all antitrust questions relating to NASSCO meetings
• Protest against any discussions or meeting activities, which appear to violate the antitrust laws; if the objectionable discussions or meeting activities continue despite your protest, then disassociate yourself from any such discussions or activities, by requesting that the secretary of the meeting make a notation in the minutes of your objection to the matters discussed and the grounds of your objection and your intention to leave the meeting, then leave the meeting; as soon after the meeting as practical, confirm the incident in writing to the NASSCO Board of Directors.
• Do discuss better ways to educate and provide meaningful information about our industry to members and the public.
• Do discuss technological advances and better ways to utilize these advances.
• Do discuss ways NASSCO can improve the public image of our industry.
• Do discuss industry trends and common impediments, but do so in a manner that makes clear that each member is free to use the information as it deems best for its business decisions.
• Do discuss federal, state or local governmental actions and help develop industry-wide lobbying efforts to benefit the whole industry and the public.

If you have any questions about this Antitrust Reminder, please contact the NASSCO Executive Director.