Appendix A AMERICAN COLLEGE OF ALLERGY, ASTHMA & IMMUNOLOGY ANTITRUST AND FAIR COMPETITION COMPLIANCE POLICY
(Board of Regents Approved at June 27, 2015 Meeting)
It is the policy of the American College of Allergy, Asthma & Immunology (“ACAAI”) to comply strictly with all laws and regulations applicable to its activities. Compliance with the letter and spirit of the antitrust laws is important to the success of ACAAI and to advancing its objectives.
Although trade associations, such as ACAAI, are formed for legitimate and socially responsible reasons, they are susceptible to claims of possible anticompetitive behavior. Accordingly, ACAAI and its members must conduct themselves in a manner that does not compromise ACAAI’s legitimate and procompetitive purposes by the possibility of potential antitrust violations.
The purpose of this policy statement (“Policy”) is to assist all ACAAI members, regents, officers, employees, and agents in understanding (i) the antitrust and fair competition laws that are applicable to ACAAI’s business and activities and (ii) the various rules adopted by ACAAI to ensure compliance with those laws. ACAAI requires all members, regents, officers, employees, and agents to abide by the terms of this Policy.
Both federal and state antitrust and fair competition laws have been regularly applied to the activities of trade associations. The key provisions of the federal antitrust laws include the Sherman Act, which prohibits, among other things, contracts, combinations and conspiracies in restraint of trade and the Federal Trade Commission Act, the Clayton Act, and the Robinson-Patman Act, which establish broad prohibitions against unfair methods of competition and unfair or deceptive business practices. Each state has similar laws.
Trade associations are frequent targets of antitrust investigations and litigation because association activities often meet one of the two elements necessary for a Sherman Act violation – collective action. Thus, a plaintiff (whether a private party or the government) may need only demonstrate a “restraint of trade” by an association to prove an antitrust violation. That, and the fact that antitrust laws are written in broad terms and contain general prohibitions, means associations, and their activities, are always at a higher risk of antitrust scrutiny.
For all of those reasons, ACAAI’s policy is to act cautiously and conservatively with respect to potentially sensitive competitive activities, even if they may be legal and proper. The intent of ACAAI’s policy is not just to avoid violating the antitrust laws, but to minimize litigation risk.
Accordingly, ACAAI has adopted the following prohibitions on activities by its members, regents, officers, employees, or agents:
No individual member, committee, regent, officer, employee, or other party may discuss or exchange price, cost, capacity, or other price-related information at any ACAAI meeting or at any formal or informal gathering of potential competitors.
No individual member, committee, regent, officer, employee, or other party may enter into any agreements regarding prices, costs, availability or efficacy of services, standards of care, division of markets, allocation of patients, or engage in any other activities that could be perceived as unreasonably restraining competition or otherwise violating the antitrust laws.
No individual member, committee, regent, officer, employee, or other party may sponsor or be a party to any agreements, express or implied, which restricts members’ freedom to make independent decisions regarding patient care.
No individual member, committee, regent, officer, employee, or other party may sponsor or be a party to any agreements, express or implied, which restricts any member’s freedom to make independent business decisions for his or her practice.
No individual member, committee, regent, officer, employee, or other party may attempt to persuade government agencies or third-party payors to adopt practices or policies on the basis of misleading or knowingly false information or by other illegal or improper means.
No individual member, committee, regent, officer, employee, or other party may take actions denying membership to any person otherwise qualified for membership or may not discipline or expel any member without appropriate due process following the advice of legal counsel.
No individual member, committee, regent, officer, employee, or other party may speak or act on behalf of ACAAI unless specifically granted such authority by the Board of Regents of ACAAI.
No individual member, committee, regent, officer, employee, or other party may issue or approve statements or adopt positions (public or otherwise) on behalf of ACAAI unless such statements or positions have been approved in advance by the Board of Regents.
No individual member, committee, regent, officer, employee, or other party may use ACAAI’s letterhead or logo without the prior written consent of the Board of Regents.
The Board of Regents, Executive Committee and other committees, and meeting attendees, shall not participate in sessions outside of regularly scheduled meetings to discuss unauthorized or potentially anticompetitive activity.
Meeting Minutes shall be submitted for review by the President, legal counsel, and a designated member of ACAAI staff prior to distribution.
Periodic written reports to the Board of Regents are required from all ACAAI committees, staff, and officers reflecting pending matters, requests for action, and approvals for preliminary decisions. Such reports shall be submitted for review by the President, legal counsel, and a designated member of ACAAI staff prior to distribution.
ACAAI committees can only act within the scope of their express authority. Recommendations shall be made to the Board of Regents for approval of other actions they may wish to take.
A copy of this Policy shall be made available to all ACAAI members, regents, officers, employees, and agents and the need to comply with its terms shall be communicated regularly.
ACAAI will provide training on the Policy and compliance with antitrust and competition laws by its legal counsel at the first meeting of the Board of Regents following election of a new Board. Additionally, the ACAAI will provide each new Board of Regents with copies and an explanation of the UAS Litigation Settlement Guidelines and Antitrust Compliance Guidelines. All new ACAAI employees must participate in ACAAI’s antitrust and fair competition law compliance training within 30 days of hire.