TAPPI Antitrust Policy
This document sets forth TAPPI's antitrust policy and the rules of conduct and compliance procedures which govern all TAPPI activities. These guidelines apply to TAPPI employees as well as all companies and company employees who participate in TAPPI functions. These formal guidelines are intended to do two things: (1) prevent the occurrence of an actual antitrust violation in the course of TAPPI activities, and (2) prevent inadvertent conduct which might give the appearance of an antitrust violation to someone unfamiliar with TAPPI's nature and purposes. They are designed to protect you, your employer and TAPPI from any accusation of wrongdoing arising out of your participation in TAPPI activities.
Accomplishment of these objectives is everyone's responsibility. We urge you to keep this document handy, and to refer to it whenever you have any question about the antitrust implications of any activity you might undertake under the auspices of TAPPI. We also urge you to advise your colleagues and corporate officers of TAPPI's comprehensive antitrust compliance program, so that you can count on their continued support in your TAPPI activities.
Any questions you or your company's legal counsel may have concerning TAPPI's antitrust compliance program should be directed to Larry N. Montague, President and CEO, TAPPI, 15 Technology Parkway South, Ste 115, Peachtree Corners, Georgia 30092, Phone (770) 209-7227, Fax (770) 446-6947, [email protected], or to TAPPI's antitrust counsel, Valarie Williams, Alston & Bird, One Atlantic Center, 1201 West Peachtree Street, Atlanta, GA 30309; Phone (404) 881-7631, [email protected].
Statement of Antitrust Policy
TAPPI is a professional and scientific association organized to further the application of the sciences in the paper and related industries. Its aim is to promote research and education in the areas of interest of its members. TAPPI is not intended to, and may not, play any role in the competitive decisions of its members or their employers, or in any way restrict competition in the paper and related industries.
Through its short courses, technical conferences and other activities, TAPPI brings together representatives of competitors in the paper and allied industries. The subject matter of TAPPI activities is technical in nature, the purpose of these activities is educational and there is no intent to restrain competition in any manner. Nevertheless the Board of Directors recognizes the possibility that the Association and its activities could be seen by some as an opportunity for anticompetitive conduct. For this reason, the Board has taken the opportunity, through this statement of policy, to make clear its unequivocal support for the policy of competition served by the antitrust laws and its uncompromising intent to comply strictly in all respects with those laws.
In addition, the penalties that may be imposed upon both the Association and its individual and corporate members involved in any violation of the antitrust laws are so severe that good business judgment demands that every effort be made to avoid any such violation. Certain violations of the Sherman Act, such as price-fixing, are felony crimes for which individuals may be imprisoned for up to 10 years or fined up to $1 million or both, and corporations can be fined $100 million or more for each offense. In addition, treble damage claims by private parties (including class actions) for antitrust violations are extremely expensive to litigate and can result in judgments of a magnitude which could destroy the Association and seriously affect the financial interests of its members.
It is the responsibility of every member of TAPPI to be guided by TAPPI's policy of strict compliance with the antitrust laws in all TAPPI activities Committee chairs, Association officers, and officers of Local Sections have a special responsibility to ensure that this policy is known and adhered to in the course of activities pursued under their leadership.
To assist the TAPPI staff and all its officers, directors, committee chairmen, and Local Section officers in recognizing situations which may raise the appearance of an antitrust problem, the Board will as a matter of policy furnish to each of such persons the Association's General Rules of Antitrust Compliance. The Association will also make available general legal advice when questions arise as to the manner in which the antitrust laws may apply to the activities of TAPPI or any committee or Section thereof.
Antitrust compliance is the responsibility of every TAPPI member. Any violation of the TAPPI General Rules of Antitrust Compliance or this general policy will result in immediate suspension from membership in the Association and immediate removal from any Association office held by a member violating this policy. The imposition of these rules by TAPPI does not indicate that TAPPI considers every breach of these rules to be a violation of the antitrust laws. Because of the potentially severe repercussions of a violation of the antitrust laws, TAPPI has provided guardrails that are intended to prevent even the appearance of impropriety with respect to antitrust issues.
General Rules of Antitrust Compliance
The following rules are applicable to all TAPPI activities and must be observed in all situations and under all circumstances without exception or qualification other than as noted below.
1. Neither TAPPI nor any committee, Section or activity of TAPPI shall be used for the purpose of bringing about or attempting to bring about any understanding or agreement, written or oral, formal or informal, express or implied, among competitors with regard to prices, terms or conditions of sale, distribution, volume of production, territories or customers.
2. Do not discuss or allow discussion of individual companies’ prices or pricing methods. If a presentation or communication contains historical pricing trends for the industry, it requires approval by TAPPI legal.
3. Do not discuss or allow discussion of production capacity in general, any limitation on production in the industry, industry discipline, or anything that could be construed to indicate an agreement to limit production.
4. Do not undertake any activity which involves exchange or collection and dissemination among competitors of any information regarding prices or pricing methods.
5. No TAPPI committee or group should undertake the collection of individual firm cost data, or the dissemination of any compilation of such data, without prior approval of legal counsel provided by the Association.
6. Do not discuss or allow discussion of costs of individual companies. Any presentation or proposed topic involving a discussion of average historical costs in the industry requires approval by TAPPI legal counsel.
7. Do not allow any discussion of costs that could be viewed as promoting agreement among competing firms with respect to their selection of products for purchase, their choice of suppliers, or the prices they will pay for supplies
8. Do not discuss or allow discussion of excluding any person or business entity from access to any market or supply of goods or services.
9. No person shall be unreasonably excluded from participation in any TAPPI activity, committee or Section. To the extent that a decision to exclude a person or entity from participation is made, the legitimate business reasons for the exclusion should be documented.
10. Neither TAPPI nor any committee or Section thereof shall make any effort to bring about the standardization of any product for the purpose or with the effect of preventing the manufacture or sale of any product not conforming to a specified standard. All standards and test methods must be cleared by TAPPI Headquarters prior to publication.
11. Do not discuss or allow any discussion that might be construed as an agreement or understanding to refrain from purchasing any raw material, equipment, services or other supplies from any supplier.
12. Scientific papers published by TAPPI or presented in connection with TAPPI programs may refer to historical industry costs, provided such references are not accompanied by any suggestion, express or implied, to the effect that prices should be adjusted or maintained in order to reflect such costs. All papers containing cost information must be reviewed by the TAPPI legal counsel for possible antitrust implications prior to publication or presentation.
13. Authors of conference papers should be informed of TAPPI's antitrust policy and the need to comply therewith in the preparation and presentation of their papers. Conference papers must be reviewed and approved by TAPPI prior to publication or presentations.
14. Committee chairmen shall prepare meeting agendas in advance and forward the agendas to TAPPI headquarters for review prior to their meetings. Minutes of such meetings shall not be distributed until they are reviewed for antitrust implications by TAPPI headquarters staff.
15. All members are expected to comply with these guidelines and TAPPI's antitrust policy in informal discussions at the site of a TAPPI meeting, but beyond the control of its chairman, as well as in formal TAPPI activities.
16. Any company that believes that it may be or has been unfairly placed at a competitive disadvantage as a result of a TAPPI activity should so notify the TAPPI member responsible for the activity, who in turn should immediately notify TAPPI headquarters. Any company that has concerns that a discussion or presentation at a TAPPI event violates this policy should notify the TAPPI member responsible. If its complaint is not resolved by the responsible TAPPI member, the company should notify TAPPI headquarters directly. TAPPI headquarters and appropriate Section, division or committee officers or chairpersons will then review and attempt to resolve the complaint. In time-critical situations, the company may contact TAPPI headquarters directly.
Guidelines for Antitrust Compliance by Division and Committee Officers
DOs and DON'Ts for Meetings and Operations
DO send the agenda for all meetings to TAPPI headquarters c/o Technical Division Administrator 15 days prior to the meeting.
DO send all minutes to TAPPI headquarters within 30 days after the meeting.
DO review TAPPI Antitrust Policy and General Rules of Antitrust Compliance prior to the meeting.
DO stop any discussion which appears to be leading to:
(a) discussion of prices or pricing policy,
(b) any restraint on competition of any kind.
DO advise all meeting attendees to observe the General Rules of Antitrust Compliance in informal conversations as well as formal TAPPI activities.
DO NOT place constraints on committee membership, other than the member's technical capability in the area covered by the committee and the willingness of the committee member to participate actively in committee work.
DO NOT undertake any committee activity involving collection or dissemination of prices or pricing methods.
DO NOT undertake any committee activity involving collection of individual firm cost data or dissemination of any compilation of such data without prior approval of TAPPI legal counsel.
DO NOT undertake any activity to establish a product standard or specification. All test methods must be cleared by TAPPI headquarters prior to publication.
DO NOT set a numerical limit on committee size unless membership on the committee is rotated on a regular and reasonable basis. You may set a numerical limit on the maximum number of representatives per company.
Guidelines for Creation of Documents
DO communicate carefully by creating records that are clear, concise, factual, and unambiguous; before pressing the send button, ask yourself whether you want your message quoted in a newspaper or read before a jury.
DO consider the best method to communicate information. Would a telephone call or an in-person meeting be better?
DO NOT use words which, to an uninformed reader, could imply guilt or convey suggestive behavior (e.g., "keep this to yourself,” "destroy after reading").
DO NOT speculate on the legality of business conduct. If you believe a legal issue is involved, consult the TAPPI legal counsel.
DO NOT use language which falsely suggests collusive conduct or an agreement among competitors. An "industry" does not "think" or "prefer." There are no "industry agreements" or "industry policies." A price change in reaction to market conditions is not "following a market leader" or "a price move."
DO respond to communications that are unclear or ambiguous with a clarifying response.
DO use good judgment. These are only broad guidelines and cannot address every possible circumstance. As a result, the most essential guideline is: be aware, be smart and exercise good judgment.
TAPPI Guidelines for Submitting Copies of Correspondence to TAPPI Headquarters
TAPPI headquarters needs to remain aware of what particular committees and sections of TAPPI are doing or are planning to do in order to better assist those groups in achieving their objectives and to continue to supervise actively the antitrust compliance of TAPPI. The Board of Directors of TAPPI therefore has adopted this formal statement of TAPPI's policy which requires that persons corresponding or receiving correspondence on behalf of TAPPI provide copies of the type of correspondence outlined below to the appropriate liaison person at TAPPI headquarters.
For this policy TAPPI does not require copies of routine, written communications regarding arrangements for speakers, meetings, travel, dinner reservations and the like.
TAPPI headquarters does require that copies of correspondence of an important nature and of non-routine matters be supplied in a timely fashion to TAPPI headquarters personnel connected with the committee or Section involved as shown below:
1. Plans regarding the activities of TAPPI committees or Sections.
2. Communications with other TAPPI committees or Sections.
3. Communications with persons or organizations outside TAPPI.
4. All written or recurring verbal complaints or criticisms of TAPPI activities.
All correspondence falling under the above-stated policy must be forwarded promptly to the appropriate TAPPI headquarters liaison person, preferably at the time of transmittal or receipt.
TAPPI Guidelines for Manufacturing Plant Tours
Manufacturing plant tours in connection with TAPPI technical program activities provide an opportunity for observation of applied science and technology. On-site inspection of equipment and processes by program attendees serves to promote knowledge of advances in manufacturing processes. Sponsored plant tours are conducted for the purpose of promoting understanding of production techniques and alternative approaches to technical problems in areas such as safety, pollution control, noise abatement and energy conservation. They may also promote the practical education of new TAPPI members and student members.
TAPPI's General Rules of Antitrust Compliance forbid the use of any TAPPI activity, including plant tours, for the purpose of exchanging competitive information.
In order to assure compliance with TAPPI's antitrust policy and general rules in connection with plant tours, the TAPPI Board of Directors has adopted the following supplemental guidelines to cover the plant tour portion of TAPPI programs:
1. Participation in plant tours should be limited to meeting registrants.
2. Plant tours should not include any discussion or exchange of competitive information.
3. Participants in plant tours should not under any circumstances discuss or otherwise disclose proprietary information.
4. Plant tour participants should not divulge to each other any operating data which could be used to reveal competitive information.
5. Plant tour participants may discuss the productive capacity of particular processes or items of equipment, but may not discuss the planned utilization of such productive capacity by the host plant or any other producer.
6. Plant tour participants may discuss production cost savings which may be effected through the use of a particular process or piece of equipment, but may not discuss the overall production costs of the host plant or any other producer.
7. The plant tour is to be conducted in compliance with TAPPI's Antitrust and Plant Tour Guidelines outlined in this document, as well as the rules and directives of the host plant. While
TAPPI encourages participation by all registrants for the plant tour, a host plant may decide to restrict or limit tour participation. It is the responsibility of those arranging plant tours to inform affected registrants of the restrictions as far in advance of the tour date as possible.
15 Technology Parkway South, Suite 115
Peachtree Corners, GA 30092