This Antitrust Policy (“Policy”) of the Chamber of Digital Commerce (“Chamber”) is developed and enforced for the benefit and protection of the Chamber and its Members.
The United States government, various state authorities, and many governments of other jurisdictions throughout the world employ antitrust laws as a means to promote and protect competition for the benefit of consumers. In the United States, the Sherman Antitrust Act, the Clayton Antitrust Act, and the Federal Trade Commission Act, along their respective amendments, are the primary laws that govern matters of antitrust. Certain provisions of these acts proscribe anticompetitive activity and attach significant legal liability for violations; including, for certain violations, criminal liability. Antitrust jurisprudence of the federal and state courts, along with other applicable tribunals, further defines the activity which is deemed to be anticompetitive.
Antitrust considerations are particularly important for trade associations because, by their nature, trade associations bring together potential and actual competitors. A quintessential antitrust violation involves competitors coming together and proposing or reaching an agreement to engage in some form of anticompetitive behavior (e.g., price-fixing). For that reason, any meeting between competitors can appear, from an outsider’s perspective, to be the potential source for an anticompetitive agreement. The Chamber by promulgating this policy seeks to mitigate and guard against the risk of antitrust violations, or even the appearance of impropriety due to the meeting of its members. The Chamber is fully committed to compliance with all applicable laws, including the antitrust laws of the United States, the several states, and all other jurisdictions in which the Chamber may operate or wherein its members may reside.
1.2 Duty to Comply
Each member, participant, or attendee at any Chamber-associated event—including, but not limited to, all working group and leadership meetings—has the duty to comply with this Antitrust Policy. Failure to comply with the Antitrust Policy will result in the immediate expulsion of the member, participant, or attendee from the meeting or event at which the violation occurred.
2. Compliance with Laws
2.1 General Obligations
Every member has the duty to comply with all applicable antitrust laws with respect to its involvement in the Chamber. This duty requires that members provide appropriate legal counsel to its representatives participating in Chamber initiatives, so as to ensure that those individuals are aware of the applicable antitrust laws and the restrictions that those laws impose on the participating individuals; specifically, with respect to the information that may lawfully be shared or discussed among competitors.
2.2 Specific Prohibitions
2.2.1.Agreements on Prices, Output, or Allocation of Customers or Territories
Members, whether actual or potential competitors, shall not discuss, disclose, communicate about, or form an agreement on their prices; discounts; terms or conditions of sale or licensing of products or services; pricing methods; profits, profit margins, or cost data; production plans; market shares; sales territories or markets; allocation of territories or customers; or any limitation on the timing, cost or volume of their research, production or sales.
Members of the Chamber shall not attempt to bring about any understanding or agreement, written or oral, formal or informal, express or implied, between and among competitors with regard to their prices; terms or conditions of sale; distribution; volume of production; territories; customers; credit terms or marketing practices.
Each member of the Chamber is obligated and expected to exercise its independent business judgment in pricing its services or products, dealing with its customers and suppliers, and choosing the markets in which it will compete.
2.2.2.Denial of Access, Boycotts, Refusals to Deal
Members of the Chamber shall not use their membership rights or participation in any Chamber initiative for the purpose of preventing or attempting to prevent any person (a) from gaining access to any market or customer for goods and services; (b) from obtaining a supply of goods or services; or (c) from otherwise purchasing goods or services freely in the market.
Likewise, members shall not enter into any agreement or understanding among themselves to refrain, or to encourage others to refrain, from purchasing any raw materials, product, equipment, services or other supplies from any supplier or vendor or from dealing with any supplier or vendor.
2.2.3.Anticompetitive Informational Exchanges
At all Chamber-hosted meetings or events, members should refrain from disclosing business information to any other member that is not reasonably related the legitimate purposes of the meeting or event.
3. Conduct of Meetings
Members should refer to this Antitrust Policy prior to the start of each Chamber-associated meeting in which more than one member will be participating. The Chamber will refer to the Antitrust Policy at the start of each meeting to confirm that each member is obligated to participate in the meeting in a manner consistent with the terms of this Policy. Specifically, members are not permitted to (a) engage in any anti-competitive behavior, (b) suggest that others engage in anticompetitive behavior, or (c) conduct themselves in any other way that would violate any applicable antitrust laws.