It is the policy and practice of the Foodservice Equipment Distributors Association (FEDA) to conduct all of its meetings and activities in strict compliance with applicable federal and state laws. Because FEDA members are often competitors, it is particularly important to comply fully with federal and state antitrust laws. Federal and state antitrust laws seek to preserve and promote competition and to deter anticompetitive conduct.
FEDA is committed both to strict compliance with the antitrust laws and to the avoidance of any appearance of improper or anti-competitive conduct.
Violations of the antitrust laws can result in serious penalties for both companies and individuals. These penalties include treble damage awards, heavy fines, and injunctions. Fines for companies are authorized up to $100 million; for individuals, imprisonment of up to 10 years plus a $1 million fine.
The laws prohibit contracts, combinations, and conspiracies in restraint of trade. Simply defined, a conspiracy is an unlawful agreement. The “agreement” is very broadly defined; it can be oral or written, formal or informal, expressed or implied. According to the circumstances, an agreement can include:
- a formal agreement,
- an informal agreement, or
- an “understanding” or any course of collective conduct from which the existence of an agreement could be inferred.
It is therefore incumbent upon everyone participating in FEDA activities to avoid subject areas and discussions, which might be construed as anticompetitive.
Individuals who participate in FEDA meetings and activities should read and abide by the following rules:
- There should be no discussion of prices, one’s own or those of a competitor, or of any factors which might affect prices such as discounts or margins and terms and conditions of sale.
- There should be no discussion of profits, profit margins or cost data of one’s own, or those of a competitor.
- There should be no discussion that might lead to any agreement to raise, lower or hold present or future price levels.
- There should be no discussions regarding allocation of territories, markets, or customers.
- There should be no discussions regarding selection, rejection, termination or boycotting of Suppliers or Customers.
- There should be no discussions regarding restrictions on supply, boycotts or refusals to deal.
- There should be no discussion or conduct at social events incidental to FEDA meetings that would not be proper at the meetings themselves.
If any subject with any anticompetitive implication or appearance is raised at any FEDA meeting, persons attending the meeting should object immediately to a FEDA staff person and request that the subject be dropped.
A fundamental purpose of FEDA meetings, seminars, and conferences is to improve competition and to facilitate competitive practices. Adherence to these guidelines will facilitate that purpose.
Trade associations, by their very nature as groups of competitors coming together for economic purposes, must be careful in their collaboration with the antitrust laws. If there is any doubt about the legality of an association program or subject of discussion, check with association counsel. You also may wish to consult with your company’s counsel.