Antitrust Guidelines

The purpose of antitrust statutes is to preserve a free and competitive economy. As a result, laws generally prohibit any agreement or combination among competitors which unreasonably restrain trade. The Sherman Act and similar state statutes generally prohibit combinations or "trusts" in restraint of trade. The most common application of these laws pertains to alleged conduct of monopolizing markets, fixing prices and excluding competitors.

Membership in the International Employers Forum does not constitute an antitrust violation. Competitors may legitimately meet and discuss matters concerning their interest in international employment matters, provided they do so without a specific and continuing purpose, understanding or agreement to pursue actions tending to unreasonably restrict commerce. Activities ordinarily considered appropriate for discussion include:

discussing recent legal trends, published lawsuits and new or proposed legislation;

reporting on general and industry economic trends;

reporting on governmental developments and their impact on the industry;

demonstrating general cost control methods by which member companies can become more efficient and profitable;

reporting on general effective marketing techniques; or

reporting on new and improved products.

Meetings, however, afford obvious opportunities for antitrust transgressions. By definition, members of any trade association or groups of representatives of companies engage in concerted activities related to mutual commercial concerns. Lawful association activities may constitute forbidden conduct if these in any way result in explicit or tacit agreements which fix, raise, or stabilize prices, limit production, allocate markets, establish discriminatory standards, or otherwise unreasonably restrain free trade. There have been cases which suggest that regularly exchanging detailed and non-public information about the wage rates employers are paying or are willing to pay to certain employees, followed by an agreement among the employers to use this information for the purpose of containing employees' wages, can be considered an antitrust violation.

International Employers Forum's policy is to conduct activities in strict compliance with all applicable antitrust laws and to avoid any appearance of impropriety. This requires the efforts and cooperation of executives, membership and counsel. The following guidelines are intended to prevent the initiation of inappropriate discussions or actions.

1. Do not engage in discussions or activities which may tend to:

a. fix or otherwise restrict the prices charged or paid for goods, services or wages;

b. allocate markets, sales territories or customers between members;

c. initiate or encourage boycotts of specific products or services, or refusals to deal with designated customers or suppliers;

d. limit production levels of members or otherwise restrict the availability of products or services;

e. purposely hinder or disparage the competitive efforts of non-members;

f. coerce or encourage members to refrain from competing;

g. limit, impede or exclude anyone of the manufacture, product or sale of goods or services;

h. promulgate or encourage unfair or misleading practices involving advertising, merchandising of products or services; or

i. condition or tie the purchase of one product or service to the purchase of another product or service.

2. Do not discriminate against competitors when:

a. developing standards or specifications for products or services;

b. setting ethical standards; or

c. dealing with customer credit information.

3. Do not exchange data concerning prices, production levels and costs, or customer credit. However, the exchange of past data (as distinguished from future data) does not in itself constitute a violation of antitrust laws if the past data reflects composite or average figures without identifying a company or if the past data is from public sources.

4. Do not participate in the dissemination of suggested price lists or wage information of members.

5. Do not participate in informal "talk sessions" which disregard these guidelines outside of the formal International Employers Forum sessions.

The above guidelines are not intended and should not be understood as a comprehensive summary of all antitrust problem areas. These guidelines are intended to familiarize members with the broad contours of antitrust prohibitions so that the antitrust compliance policies are achieved.

If a conversation or activity such as those listed above begins, STOP IT IMMEDIATELY. Be aware that these guidelines also apply to casual discussions that occur outside of the formal International Employers Forum sessions. If there are any questions concerning the application of antitrust laws, the area should not be discussed without first reviewing it with the legal counsel of your respective organizations.