The Do's and Don'ts of Antitrust

 

††††††††††††††††††††††† To assist your compliance antitrust laws and the goals of the International Digital Publishing Forum ("IDPF"), IDPF has formulated the following compliance guidelines in the form of Doís and Doníts, which you are to follow in your capacity as an IDPF member.In addition, you should review IDPF's Antitrust Policy and Guidelines.

 

The Do's

 

1.                  Do exercise independent judgment and, to the extent possible, avoid even the appearance of collusion with a competitor.

2.                  Do make all pricing decisions independently of competitors or others outside of your company.

3.                  Do conduct all IDPF meetings pursuant to a written agenda.

4.                  Do confine all discussions with competitors to the immediate subjects for which an IDPF meeting was convened.Limit the discussion to the agenda items.If you have any questions about the topics to be discussed and the topics to be avoided, consult with the IDPF counsel or your companyís Legal Department in advance.

5.                  Do ensure that the adoption of all specifications and standards that IDPF establishes are voluntary.

6.                  Do ensure that all interested parties who may potentially be affected by a standard (including non-members) will be allowed to participate in and comment on the development of any standards.

7.                  Do document the source of any sensitive information you may obtain about a competitor, to avoid any later inference that the information was improperly obtained.

8.                  Do consult with IDPF counsel or your Legal Department any time you have any concerns about discussions you may have had at an IDPF meeting or function or elsewhere.

9.                  Do confer with legal counsel before bringing up any topic or making any statement with competitive ramifications.

10.             Do remember that it is the responsibility of each IDPF member to review and comply with IDPF's Antitrust Policy and Guidelines.

11.             Do report any violation of these Guidelines or IDPF policy to IDPF's counsel or its President.

12.             Do protest against any discussions or meeting activities (formal or informal) that appear to violate the antitrust laws; disassociate yourself from any such discussions or activities, and leave any meeting in which they continue.Tell everyone why you are leaving.

13.             Do ensure that if questions arise about the legal aspects of IDPF's activities or your individual responsibilities under the antitrust laws, you seek advice and counsel from your own counsel or from the staff and counsel of IDPF.

14.             Do send copies of all association-related correspondence to the Legal Counsel's office.

 

The Don'ts

1.                  Don't enter any agreement, understanding, or discussion with competitors about current or future prices, price levels, pricing formulas, credit terms, discounts, costs, terms and conditions of sale, warranties, profit margins or other features that can impact (raise, lower or stabilize) prices.

2.                  Don't enter any agreement, understanding, or discussion with competitors about allocating customers, markets or territories.

3.                  Don't enter any agreement, understanding, or discussion with competitors not to deal with suppliers or customers.

4.                  Don't enter any agreement, understanding, or discussion with competitors regarding the terms on which any IDPF members will or will not deal with particular competitors, suppliers, distributors, or customers.

5.                  Don't enter any agreement, understanding, or discussion with competitors about limiting the freedom of a competitor to choose its own method of doing business.

6.                  Don't exchange data with a competitor concerning fees, prices, production, sales, bids, costs, customer credit, or other business practices unless the exchange is made pursuant to a well-considered plan that has been approved by your Legal Counsel.

7.                  Don't discuss your customers with your competitors.

8.                  Don't use one product as leverage to force or induce a customer to purchase another product.

9.                  Donít make statements ó orally or in writing ó that exaggerate IDPF's competitive significance or power or that might mistakenly suggest IDPF has a predatory intent.

10.             Donít discuss the degree to which IDPF members will or will not do business with firms that do not participate in the Forum.

11.             Don't discuss changes in industry production, capacity, or inventories, except in the context of official aggregate statistics or other IDPF meetings under the supervision of Legal Counsel.

12.             Don't discuss any of the proscribed topics in "informal meetings" or "off-the-record" conversations at IDPF functions, or as a component of any electronic information exchange.Don't stay at a meeting where any such discussions occur.

13.             Don't cover up any wrongdoing; instead report it promptly to IDPF Legal Counsel.

14.             Don't prepare documents or make presentations without considering the antitrust implications.

15.             Don't forget that the federal antitrust laws apply to activities engaged in overseas if they affect United States commerce.Similarly, the laws of other jurisdictions may apply to activities in which you engage in the United States.