鶹ý

Antitrust Policy

AMERICAN INSTITUTE OF STEEL CONSTRUCTION ANTITRUST POLICY

鶹ý Holdings, Inc., and its subsidiary organizations are a not-for-profit corporation ("鶹ý" or "Institute"), organized to serve and advance the steel construction industry. In pursing this objective, 鶹ý provides, through its committees and other activities, a common meeting ground where steel mills, fabricators, detailers, suppliers, erectors, engineers, academics, and others associated with the steel construction industry can become informed of current developments in the industry and advance our collective contribution to the general public. 鶹ý is not intended to, and does not, play any role in competitive decisions of its members or their employers, nor in any way restrict competition among participants in the steel construction industry.

It shall be the responsibility of every member of an 鶹ý committee to be guided by the Institute's policy of strict compliance with applicable federal and state antitrust laws in all 鶹ý activities. It shall be the special responsibility of committee chairs and 鶹ý officers and staff to assure that this policy is known to 鶹ý committee members and that they are expected to adhere to it in the course of activities pursued under their leadership.

To assist committee chairs and 鶹ý officers and staff in recognizing situations that may constitute or raise the appearance of an antitrust issue, the 鶹ý Board of Directors establishes as a matter of policy the General Rules of Antitrust Compliance provided below. Should questions arise about the manner in which the antitrust laws apply to the activities of 鶹ý or any committee thereof, such questions shall be directed to 鶹ý's president or general counsel, as appropriate.

Antitrust compliance is the responsibility of every 鶹ý committee member. Any knowing and proven violation of the 鶹ý General Rules of Antitrust Compliance or this Antitrust Policy by an 鶹ý committee member will result in that person's suspension from the committee membership(s) held and removal from any Institute office held.

Individuals and firms found to have violated federal and state antitrust laws can be held criminally responsible and may be subject to civil liability. Should you have any questions regarding your obligations to follow antitrust law as a member of 鶹ý, or should you wish to report any potential violation of 鶹ý's Antitrust Policy, please contact 鶹ý's general counsel.


Background

Industry organizations and associations are subject to scrutiny by both federal and state governments. The most significant law affecting organizations like 鶹ý is the Sherman Antitrust Act, which makes unlawful every contract, combination, or conspiracy in restraint of trade or commerce. There are generally three main areas of antitrust concern most significant to 鶹ý: (i) price fixing; (ii) membership restrictions and availability; and (iii) standardization and certification. The area of greatest concern historically has been price fixing. The government may infer a violation of the Sherman Act if all or most participants in an industry organization or association are doing the same thing with respect to prices or other terms and conditions of trade. Price fixing is not only an overt agreement to set price at an agreed-upon range, but also achieving that same effect through other means.


Because organizations may be held strictly liable for the illegal conduct of its participants and agents acting under its name even if the organization has not authorized the activity, 鶹ý must ensure that its members are not using 鶹ý’s legitimate activities for anticompetitive purposes. 


General Rules of Antitrust Compliance

The following rules are applicable to all 鶹ý activities and must be observed in all situations and under all circumstances without exception or qualification:

  1. Neither 鶹ý Holdings, Inc., nor its subsidiary organizations, nor any committee or activity of 鶹ý, 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, discounts or rebates, distribution, volume of production, territories or customers, improper membership restrictions, anticompetitive programs involving certification or standard setting, or denial of necessary competitive benefits to nonmembers. This includes without limitation, the LLCs, the Boards, the Committees, and the Divisions.

  2. No 鶹ý activity or communication shall include discussion for any purpose or in any fashion of:
    • pricing methods
    • price changes
    • price differentials
    • mark-ups
    • discounts
    • warranties 
    • allowances
    • credit terms
    • limitations on the timing
    • limitations on costs
    • volume of production
    • inventories
    • terms of sale
    • allocation of territories
    • allocation of customers
    • allocation of classes of customers
    • anticipated wage rates
    • limiting or eliminating competition

  3. No 鶹ý activity or communication shall include any discussion that might be construed as an attempt to prevent any person or business entity from gaining access to any market or customer for goods or services, or to prevent any business entity from obtaining a supply of goods, or otherwise purchasing or selling goods or services freely in the market.

  4. All decisions and recommendations of 鶹ý and its committees that involve standardization of engineering practices or material configuration or composition shall be based upon engineering and scientific evaluation consistently applied. No such decision or recommendation shall be based upon consideration of market advantage to any participant or group of participants in the industry.

  5. All decisions and recommendations as to criteria and procedure for receiving 鶹ý certification shall have a rational basis and shall not be based upon consideration of market advantage to any participant or group of participants in the industry. 鶹ý certification shall be available to non-members. Applicants shall have the right to appeal adverse decisions regarding certification.

  6. 鶹ý shall not impose any conditions or rules restricting the ability of members to compete in ways unrelated to the legitimate goals of 鶹ý, such as restrictions on pricing or terms of sale.

  7. No 鶹ý activity or communication shall include any discussion that might be construed as an agreement or an understanding to refrain from purchasing any raw materials, equipment, services, or other supplies from any supplier.

  8. No information regarding pricing or production shall be shared unless done so by 鶹ý and in a manner designed to eliminate potential anticompetitive purposes and effects, with precautions including but not limited to use of non-current information, anonymity, averaged data, preparation by uninterested parties, and voluntary participation.

  9. In informal discussions at the site of an 鶹ý meeting, but beyond the control of its Chair, all participants are expected to observe the same standards of personal conduct as are required of 鶹ý in its compliance with these antitrust guidelines.