ANTITRUST COMPLIANCE

The Cold-Formed Steel Engineers Institute, a council of the Steel Framing Alliance (CFSEI Council) is a trade association of competing members of the steel framing construction industry.

All three North American countries have antitrust laws that prohibit and punish anticompetitive conduct.

Anticompetitive conduct consists of agreements or understandings, oral or written, explicit or implicit, with respect to commercial matters such as the production, purchase or sale of goods or services, including prices or other terms or conditions of sale, production capability, production and inventory levels, contract bids, allocation of customers or territories, selection of suppliers and the like.

Discussions at CFSEI Council meetings should not relate to (a) the above commercial matters, (b) company-specific proprietary information, including costs of production and strategic plans, such as changes in customer or product market focus or significant technological focus and (c) matters relating to any customer or supplier that might have the effect of influencing the business conduct of any company toward it.

Approved CFSEI Council activities, including committee work programs, are legally proper and do not violate the antitrust laws. Indeed, many CFSEI Council and Steel Framing Alliance (SFA) programs enhance competition, which is the goal of the antitrust laws.

Informal discussions among company representatives before or after committee meetings or during social occasions should be engaged in with particular caution.

Antitrust authorities can and do place suspected conspirators under oath and force them to disclose all relevant conduct, including what might have been considered private conversations, with felony perjury penalties for failure to testify truthfully. Perjury can be inferred from the totality of the circumstances.

Penalties for antitrust violations are imposed on both companies and employees who act for them and include treble damages for companies and jail for individuals in addition to fines. Executives do go to jail.

The steel industry is highly competitive but is also concentrated, and this means that antitrust enforcers keep a keen eye on the steel industry.

Questions regarding the applicability of the antitrust laws to CFSEI Council activities should be directed to the SFA General Counsel.