To minimize the possibility of antitrust problems, the following guidelines should be followed at all meetings of MMTA boards and committees and all MMTA-sponsored conventions, trade shows, training seminars, best-practices discussions, conferences, colloquiums, and task force and working group sessions.
Procedures for Meetings
- Meetings should be held only when there are proper items of substance to be discussed which justify a meeting.
- An agenda will be developed for each MMTA meeting. The agenda should be specific and such broad topics as “marketing practices” should be avoided.
- Participants at the meeting should adhere strictly to the agenda. In general, subjects not included on the agenda should not be considered at the meeting.
- If a member brings up a subject of doubtful legality for discussion at a meeting, he or she should be told immediately the subject is not a proper one for discussion. The MMTA staff representative or any member present who is aware of the legal implications of a discussion of the subject should attempt to halt the discussion. If the subject of prices, costs, or other competitive practices are raised by others at the meeting, you must disassociate yourself unequivocally from the discussion. If necessary, you must leave or halt the meeting.
- Minutes of all meetings should be kept by MMTA. Minutes should summarize accurately the actions taken at meetings, if any. Minutes should not contain comments made by particular meeting participants because of the potential for incompleteness or inaccuracy in attempting to report precise remarks.
- An MMTA staff member should attend all meetings. During any discussion between meeting participants that occur outside the formal meeting, the guidelines contained in the next section – “Topics to Avoid at Meetings” – must be followed.
- Members should not be coerced in any way into taking part in MMTA activities.
Topics to Avoid at Meetings
The following topics are some of the main ones that should not be discussed at meetings attended by MMTA members or staff, including meetings or other gatherings sponsored by organizations independent of MMTA:
- Current or future prices of competitors.
- Matters related to prices, such as discounts, credit terms, profit levels, or volume of production or service.
- Wage and salary rates, equipment prices, or other actual costs of individual companies, since these costs are an element of price.
- Dividing up, allocating, or rationalizing markets, bids, geographic areas, types of business, or customers among competitors.
- Refusals to deal with suppliers, customers, or other competitors. For example, if a group of motor carriers were to agree to boycott a supplier of diesel fuel for the purpose of forcing that supplier to lower its prices, such an agreement could run afoul of the antitrust laws. Critiques of supplier products or customer practices can also raise the danger of being construed as an unlawful group boycott, and should be conducted only after consultation with counsel. Such discussions may be permissible where efficiencies will be achieved through the exchange of ideas and where precautions are taken to avoid the inference of an agreement to deal with suppliers or customers only on certain terms.
“Best Practices” Discussions
The following guidelines should be applied to any “best practices” discussion:
- All industry practices discussed should involve an attempt to reduce costs or realize some other efficiency. Discussions should be limited to what is reasonably necessary to accomplish these legitimate goals.
- As in other areas of MMTA activity, price and other competitively sensitive terms of trade should not be discussed in the “best practices” context. Specific present or future competitive plans and strategies of individual companies should not be discussed. Nor should specific customer information or specific companies’ costs.
- In discussing “best practices,” no agreement should be reached to use a particular practice, to deal with suppliers or customers on particular terms, or to exclude a member or other competitor for using a different practice.
- To the extent possible, technical personnel of member companies, rather than marketing personnel, should be used to conduct “best practices” discussions.
- Prior to a “best practices” discussion, an agenda should be prepared and reviewed by leadership. Minutes should be kept of all meetings at which “best practices” are discussed. Should questions arise about the propriety of a “best practices” discussion, the discussion should be discontinued until counsel can be consulted.