Antitrust Guidelines for AMSA Meetings
To help protect the American Moving & Storage Association (“AMSA”), its member companies, and their officers and employees from antitrust challenges, which can result in fines, jail time, and/or treble damages for all involved, AMSA has adopted the following Antitrust Guidelines for Meetings, which shall be adhered to in connection with all meetings and conference calls of AMSA governing bodies, committees, task forces, working groups, advisory councils, and other official AMSA gatherings of representatives of two or more household goods motor carriers (“Meetings”).
A. PROCEDURES FOR AMSA MEETINGS
1. An agenda shall be emailed, faxed, or otherwise provided in advance of every Meeting to each expected participant. The agenda shall be specific, include all topics to be discussed, and be reviewed by AMSA counsel before distribution.
2. At the start of every Meeting, the person chairing it shall hand out these Guidelines and draw the participants’ attention to them.
3. Discussion shall be limited to items on the agenda (and any amendment thereto), and there shall be no discussion of the “Topics to Avoid at Meetings” set forth below. If a participant mentions one of these topics, the person chairing the Meeting shall halt the discussion. If the discussion continues nonetheless, the other participants shall expressly disassociate themselves from it and leave the Meeting.
4. Participants shall not agree formally or informally with each other on how to conduct any aspect of their individual businesses.
5. An attorney, or an AMSA representative knowledgeable about antitrust considerations, shall attend all Meetings.
6. Minutes of all Meetings shall be prepared and maintained by AMSA. The minutes shall be reviewed in draft form by AMSA counsel and then distributed to the Meeting’s participants as the official record of what took place.
B. TOPICS TO AVOID AT AMSA MEETINGS
1. The following topics shall not be discussed or agreed on at Meetings or by two or more AMSA members (or non-member competitors) conferring informally outside a Meeting:
a. Prices, rates, rate adjustments, surcharges, discounts, rebates, credit terms, warranties, service plans, terms for paying claims, insurance rates, indemnification, terms of contracts with customers or suppliers, costs (including but not limited to salaries and wages, overhead, and suppliers’ prices), or profits;
b. Product or service volumes or capacity, future sales or marketing strategies, new-service plans, or customer or supplier lists;
c. Not competing in providing customers with products or services or to restrict their availability or terms of sale;
d. Dividing up customers, geographic areas, products, or contracts;
e. Dealing only on specific terms, or refusing to deal at all, with certain customers, suppliers, or competitors (group boycotts); or
f. Requiring customers to purchase a different product or service in order to buy the desired product or service (tying arrangements).
2. Wage and salary rates, owner-operator or other independent-contractor compensation, suppliers’ prices, and other actual input costs or volumes of individual AMSA members (or non-member competitors) may in some instances be eligible for inclusion in a properly-designed survey of members (and non-member competitors) that AMSA conducts, commissions, or participates in, the results of which may be made available only in an aggregated form that cannot be reverse-engineered. Such surveys shall be reviewed in advance by AMSA counsel and, to the extent possible, kept within the U.S. Department of Justice and Federal Trade Commission antitrust safety-zone rules for surveys of competing companies.
3. If AMSA counsel is not present, discussion of the following topics shall be deferred until such counsel has been consulted: AMSA membership rules, admission, exclusion, and expulsion; fees and services for members and non-members; group buying and selling; joint or cooperative research; joint or cooperative advertising; benchmarking; standard-setting; or adoption of recommended practices.
C. AMSA “BEST PRACTICES” DISCUSSIONS
1. “Best practices” discussions by AMSA members (or non-member competitors) at Meetings shall be limited to those designed to promote safety, health, environment, or other public interest goals; reduce transaction costs; achieve economies of scale; or realize some other efficiency. Discussions shall be confined to what is reasonably necessary to accomplish these goals and in no event include any of the above “Topics to Avoid at Meetings.” The above “Procedures for Meetings” shall be followed.
2. Under no circumstances shall an agreement be reached (with respect to the operation of the participants’ businesses) to use a particular practice, to deal with customers on particular terms, to deal with suppliers on particular terms except in connection with a group-purchasing or other joint venture reviewed in advance by AMSA counsel, or to exclude a competitor on grounds it uses a different practice.
3. If a “best practices” discussion identifies a new approach that might benefit AMSA members (and competitors), customers, or suppliers by serving the above goals, AMSA, after consulting counsel, may launch, or participate in another qualified organization’s, public recommended-practice proceeding. Any such proposed recommended practice shall be published for comment by AMSA members (and competitors), customers, suppliers, and other members of the public; a representative body shall be appointed, which shall review any comments submitted; the revised recommended practice shall be published; and an appeals process shall be made available to further review the recommended practice if challenged. AMSA shall refrain from making adoption of any recommended practice a condition of membership. Any use of a recommended practice shall be left to the unilateral, voluntary decision of each AMSA member (or competitor).