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Antitrust Policy

OVERVIEW

TechAmerica Foundation has a strict policy of compliance with federal and state antitrust laws.  The antitrust laws prohibit agreements, combinations and conspiracies in restraint of trade.

The consequences for violating the antitrust laws can be severe – stiff fines and treble damages assessed on the foundation and its leaders, jail sentences for individuals who participated in the violation and/or a court order dissolving the foundation or seriously curtailing its activities. The antitrust laws can be enforced by both government agencies and private parties such as competitors and consumers.

No activities or discussions that tend to restrict competition or restrain trade are allowed in the course of working with TechAmerica Foundation or at any TechAmerica Foundation sponsored event.  Under no circumstances will TechAmerica Foundation directly or indirectly be involved in conduct that leads to or implies a violation of antitrust laws. Attendees at TechAmerica Foundation events and meetings (“event attendees”) should avoid discussing certain subjects when they are together and should otherwise adhere strictly to the following guidelines.

GENERAL RULES

The following general rules are intended to assist TechAmerica Foundation directors, officers, employees and event attendees in avoiding potential antitrust problems when conducting meetings.

1.    Each TechAmerica Foundation Board of Directors and committee meeting should be preceded by a notice to the participants of the meeting with a draft agenda. The agenda should be specific and avoid topics that may cause antitrust problems such as price, supply, production, markets and selection of customers or suppliers.

2.     After each Board of Directors and committee meeting sponsored by TechAmerica Foundation, written minutes should be reviewed by Foundation Counsel prior to circulation.

3.    At all meetings directors, officers, employees and event attendees should be afforded an opportunity to present their views. However, there should never be discussion of the following topics at any TechAmerica Foundation meeting: current, future or past prices, increases or decreases in prices, standardizing or stabilizing prices, pricing procedures, company costs, cash discounts, profit levels, credit terms, allocation of markets, complaints to a competitor that their prices constitute unfair practices, and black-listing or boycotting customers, competitors, suppliers, or others.

4.    If a legally sensitive subject is brought up at a meeting, the person leading the discussion should be told immediately and discussion should be stopped. If the discussion continues, despite protest, participants should leave the meeting.

5.    Unscheduled, informal, or secret meetings held in conjunction with Foundation meetings must be avoided. Such meetings can seriously jeopardize legitimate TechAmerica Foundation activities, create the perception of an antitrust violation, and heighten the risk of an investigation.

6.    No directors, officers, employees, or event attendees shall make any statement – orally or in writing – which states or appears to state an official policy or position of TechAmerica Foundation without specific authorization to do so.

7.    Foundation Counsel should attend all TechAmerica Foundation meetings where there is potential for discussion of legally sensitive subjects.

COMPLIANCE PRINCIPLES FOR DIRECTORS, OFFICERS, EMPLOYEES AND EVENT ATTENDEES

1.    TechAmerica Foundation will not become involved in the competitive business decisions of event attendees, nor will it take any action that would tend to restrain competition.

2.    TechAmerica Foundation does not provide and does not intend to provide a forum for the discussion of any matter that could violate antitrust laws. TechAmerica Foundation directors, officers, employees and event attendees may not come to any understandings, make agreements, or otherwise concur on positions or activities that in any way tend to raise, lower, or stabilize prices, allocate or divide up markets, or encourage or facilitate boycotts at a TechAmerica Foundation sponsored event or otherwise in connection with TechAmerica Foundation. Event attendees must make business decisions on their own and without consultation with their competitors or with TechAmerica Foundation.

3.    Antitrust laws are complicated and often unclear. If any event attendee is concerned about being in a “gray area,” you should consult with a legal representative and should notify TechAmerica Foundation of the issue in writing. If a TechAmerica Foundation director, officer or employee is concerned about being in a “gray area,” they should consult the Foundation Counsel, or the President/CEO.  If a conversation among competitors at a TechAmerica Foundation meeting turns to antitrust-sensitive issues, participants should discontinue the conversation until legal advice is sought and TechAmerica Foundation gives its permission for the conversation to continue. If no permission is forthcoming, the conversation should not proceed.

4.    TechAmerica Foundation directors, officers, employees and event attendees should understand that they can be liable for an antitrust violation even if they merely sit at a meeting while others engage in an illegal discussion.  Mere attendance during these discussions may be enough to imply acquiescence in the scheme and make the passive person as liable as those who actively engaged in the discussion.

5.    TechAmerica Foundation can be held liable for the statements or actions in antitrust-sensitive areas by volunteer leaders who claim to speak for TechAmerica Foundation, even if they are not authorized to speak in that area. Those in positions of responsibility for TechAmerica Foundation must be especially cautious when hosting events. TechAmerica Foundation does not condone any speech, action or writing by any personnel, employee, agent, representative, director or leader that could violate antitrust laws and hereby disclaims all such matters.

6.    TechAmerica Foundation views anticompetitive business arrangements as antithetical to the principle of competition served by antitrust laws.  Among TechAmerica Foundation directors, officers, employees and event attendees, there shall be no agreements or discussions about conducting or transacting, or refusing to conduct or transact business with competitors, customers, suppliers, or institutions.

REPORTING A VIOLATION

1.    Any TechAmerica Foundation director, officer, employee or event attendee concerned with the antitrust implications of a pending speech, action, written statement, or who has participated in, heard or otherwise witnessed a possible antitrust violation should report it in detail to the Foundation Counsel by telephone at 703.522.5055, or send a report by email to legal@techamericafoundation.org. Anonymous reports may also be mailed to: Legal Department, 1401 Wilson Blvd., Suite 1100, Arlington, Virginia 22209. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

2.    Any violation of this policy must be brought to the attention of the Board of Directors by the TechAmerica Foundation representative that received a report of unlawful conduct or potentially unlawful conduct or the person or entity that witnessed such violation. The Board of Directors will consult with the Foundation Counsel when questions arise as to the manner in which antitrust laws may apply to TechAmerica Foundation activities.

CONCLUSION

This Policy is designed to be a general statement of antitrust principles. Of course no policy can anticipate each issue that will arise in the course of a foundation’s activities. When and if concerns arise, prompt consultation with Foundation Counsel is appropriate.

TechAmerica Foundation directors, officers, employees or event attendees who participate in conduct that the Board of Directors determines to be contrary to this Antitrust Policy shall be subject to disciplinary measures, up to and including termination or removal from the Board.
In all TechAmerica Foundation activities, each director, officer, employee and event attendee shall be responsible for following TechAmerica Foundation’s policy of strict compliance with antitrust laws. TechAmerica Foundation, directors, officers, committee chairs and senior staff shall ensure that this policy is known and adhered to in the course of activities pursued under their leadership. Foundation Counsel is the senior management officer with oversight for TechAmerica Foundation’s compliance activities.