UAMA Antitrust Policy

Statements and Guidelines

Introduction

It is the policy of the Unified Abrasives Manufacturers Association (“UAMA”) and its members to comply strictly with all laws applicable to association activities. UAMA activities involve cooperative undertakings and meetings of competitors. It is important to emphasize the on-going commitment of each UAMA member as well as the commitment of the Managing Director’s executive staff, division chairpersons and committee chairpersons to full compliance with federal and state antitrust laws. This statement is to be distributed to all new members of UAMA, to be available at no cost upon request to all members and is to be frequently referenced at UAMA meetings as a reminder of that commitment and as a general guide for UAMA activities and meetings.

Responsibility for Antitrust Compliance

The UAMA structure has been fashioned and its programs are carried out in conformity with antitrust standards. Each individual member and each representative of a member has an equal responsibility for antitrust compliance. This includes avoidance of even an appearance of improper activity. Each corporate member and UAMA itself depend on the good judgment of each representative to avoid all discussions and activities which may involve improper subject matter or improper procedures. The Managing Director’s executive staff work conscientiously to avoid subject matter or discussion which may have unintended implications, and legal counsel for UAMA will provide guidance with regard to these matters. It is important to realize, however, that the competitive significance of a particular conduct or communication probably is most evident to the members and their representatives, who are directly involved in the industry.

Antitrust Guidelines

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 or the quality or the distribution of their products. Competitors may not act in concert to restrict the competitive capabilities or opportunities of other competitors, their suppliers or customers. Individuals are subject to criminal prosecution, and may be punished by fines and imprisonment, for violation of federal and state antitrust laws. Likewise, member companies and UAMA itself can be fined and certain activities enjoined for violation of antitrust laws. Injured competitors can seek damages against member companies, their representatives and UAMA itself, which damages may be tripled in size, if the unlawful activity has harmed the competitor.

Since each member and each member representative has an important, personal responsibility in ensuring antitrust compliance in UAMA activities, each representative should read and heed the following guidelines:

  1. Don’t discuss with other member representatives your own or competitors’ prices, or anything that might affect prices such as costs, discounts, terms of sale or profit margins.
  2. Don’t stay at a meeting in which any such price talk occurs. Get up and walk out.
  3. Don’t make public announcements or statements about your own prices or those of competitors at UAMA or division functions.
  4. Don’t talk about what individual companies plan to do in particular geographic or product markets or with particular customers.
  5. Don’t disclose to others at meetings or otherwise any competitively sensitive information.
  6. Do conduct all UAMA, division and committee business meetings in accordance with UAMA or division rules. These rules require that the Managing Director’s executive staff be present, the agenda be followed and minutes be kept.
  7. Do confer with the Managing Director’s executive staff or with legal counsel before bringing up any topic or making any statement with competitive ramifications.
  8. Do send copies of all UAMA-related correspondence to the Managing Director’s executive staff member involved in the activity.
  9. Do alert the Managing Director’s executive staff to any inaccuracies in proposed statements to be made by UAMA or any division on behalf of the abrasives industry, particularly statements to government officials.
  10. Remember that meetings with government officials may not provide a shield against antitrust liability.

Conclusion

Compliance with these guidelines involves not only avoidance of antitrust violations, but 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 principal antitrust standards which are relevant to UAMA or division programs. Individual member representatives, chairpersons and the Managing Director’s executive staff must, therefore, seek the guidance of either UAMA legal counsel or their own legal counsel if antitrust questions arise.