It is the policy of the United Packaging Associates (“UPA”), its chapters and its members to comply strictly with all laws applicable to their activities, including cooperative undertakings and meetings of competitors. It is important to emphasize the on-going commitment of our members and UPA to full compliance with federal and state antitrust laws and the avoidance of even the appearance of improper behavior. This document is being distributed at UPA meetings as a reminder of that commitment and as a general guide for our activities and meetings.
In general, the antitrust laws seek to preserve a free competitive economy and trade in the United States and in commerce with foreign countries. Competitors may not restrain competition among themselves with reference to the price, the quality or the distribution of their products, and they may not act in concert to restrict the competitive capabilities or opportunities of their competitors, their suppliers or their customers.
Penalties for violating the anti-trust laws are severe: corporations are subject to heavy fines and injunctive decrees, and may have to pay substantial damage judgment to injured competitors, suppliers or customers. Individuals are subject to criminal prosecution, and may be punished by fines and imprisonment.
Illegal agreements among competitors may be inferred from conduct and communications that appear to involve competitively sensitive information: although UPA staff can help steer discussions away from dangerous areas, members are best equipped to recognize such conduct and communication and stop it. Since every member (“you”) has an important responsibility in ensuring antitrust compliance in UPA activities, you should read and heed the following guidelines.
- Don’t discuss with other members your own or competitors’ prices, or anything that might affect prices such as costs, discounts, terms of sale, or profit margins.
- Don’t stay at a meeting or conversation where any such price talk occurs.
- Don’t make public announcements or statements about your own prices or those of competitors at UPA functions.
- Don’t talk about what individual companies plan to do in particular geographic or product markets or with particular customers.
- Don’t disclose to others at meetings or otherwise any competitively sensitive information.
- Do conduct all UPA business meetings in accordance with UPA rules. At chapter and national meetings, an agenda should be prepared and adhered to and minutes should be compiled that reflect a fact-based, short summary of matters discussed from the agenda. If possible, the agenda and minutes should be reviewed by counsel.
- Do confer with counsel before bringing up any topic or making any statement with competitive ramifications.
- Do send copies of all UPA-related correspondence to the staff member involved in the activity.
- Do alert the UPA staff to any inaccuracies in proposed statements to be made by the UPA, particularly statements to government officials.
- Remember that meetings with government officials present may not provide a shield against antitrust liability.
Compliance with these guidelines involves not only avoidance of antitrust violations, but also avoidance of any behavior which might be so construed. Bear in mind, however, that the antitrust laws are stated in general terms, and that this statement is not a summary of applicable laws. It is intended only to highlight and emphasize the principle antitrust standards which are relevant to UPA programs. You must, therefore, seek the guidance of counsel if antitrust questions arise.