CONDUCT FOR MEMBERS TO FOLLOW AT MEETINGS

The United States’ antitrust laws are contained primarily in the Sherman Act, the Clayton Act, the Robinson-Patman Act and the Federal Trade Commission Act. The Sherman Act prohibits conduct that restrains trade, including certain joint activity by two or more companies or individuals, as well as unilateral conduct that involves the exercise of monopoly power.

If you, as an association member, sit in a room while other members engage in an illegal discussion, such as price-fixing, you and/or your company may be held criminally liable even though you say nothing during the discussion. Your attendance at such a meeting may be sufficient to find that you acquiesced in the discussion and are equally as liable as those who vocally agree to violate the antitrust laws. Although within certain sectors of the industry, employees and officers from competing firms know each other as friends and peers, in the eyes of antitrust enforcers, they are viewed simply as competitors with the ability to collude in an anticompetitive manner. SDABA members should adhere to the following general guidelines when participating in SDABA activities:

• Do not discuss current or future prices or costs.

• Do not discuss what is a fair profit level.

• Do not discuss an increase or a decrease in price.

• Do not discuss standardizing or stabilizing prices.

• Do not discuss pricing procedures.

• Do not discuss cash discounts.

• Do not discuss credit terms.

• Do not discuss controlling sales.

• Do not ban or otherwise restrict legitimate advertising by competitors.

• Do not discuss allocating customers or markets to or among competitors.

• Do not complain to a competitor that its prices constitute unfair trade practices.

• Do not ask competitors why a past bid was so low, or to describe the basis for a past bid.

• Do not discuss refusing to deal with a company because of its pricing or distribution practices.

• Do not attend informal sessions in which industry problems or issues are discussed.

• Do not vote or act in your capacity as a SDABA member with the intention to harm a competitor.

It is important to bring questionable conduct or potential issues to the immediate attention of legal counsel.

APPROVED BY BOARD: March 29, 2000