Summary: Discussions at this conference should focus on program-based promotions, issues and developments. Licensees with horizontal relationships (i.e., those within the same level of distribution) should avoid the following subjects:
- Future company-specific advertising, marketing or business strategies and plans of individual licensees
- Complaints relating to specific customers, suppliers, markets or products.
- Individual licensee product purchasing or bidding plans.
- Information concerning a specific company’s current or future pricing, credit terms, refunds or rebates, discount plans, profit margins, terms of sale, customer lists, etc.
- If you find yourself involved in a discussion concerning these topics or if you hear others engaging in them, we strongly recommend that you quickly terminate those discussions
A. It is Certified Angus Beef LLC’s policy to comply fully with the antitrust laws, trademark licensing and protection laws, and advertising laws applicable to distribution organization and trademark licensing activities. The Sherman Act and other applicable antitrust laws, trademark protection laws, and advertising laws are intended to promote vigorous and fair competition, to protect valuable trademarks, and to combat various unreasonable restraints on competition and improper and deceptive business practices. Our company is strongly committed to promoting vigorous competition on an “inter-brand basis” between Certified Angus Beef ® products and other beef and food products, as well as respecting the business status of individual licensees who are competitors between each other on an “intra-brand basis.” Further, every national distribution and trademark licensing organization must observe similar legal obligations under currently applicable law.
B. In furtherance of this policy, our staff periodically consults with legal counsel and expects all licensees, many of whom are competitors between each other, to comply fully and carefully with applicable antitrust laws, trademark protection laws, and advertising laws in connection with each licensee’s participation.
C. Each licensee, and every employee of a licensee, who participates in Certified Angus Beef activities, including conferences, has a responsibility to his employer, himself, his family, and to the Certified Angus Beef ® brand to avoid any improper conduct from an antitrust standpoint. The following conference guidelines will assist in meeting this responsibility:
- Certified Angus Beef conferences are, in general, to be program-promotion, program-issue, and program-development oriented. Subject to the above and the advice of our legal counsel, discussions may generally cover product and marketing developments on a “general program basis,” where licensees can advance “technical know-how,” improve productivity and efficiency, view historical market data on a general basis (i.e., nonspecific licensee), learn about new product technology, and understand regulatory or legal program-wide issues, including trademark protection, product integrity, and specification protection under our independent, third-party guidelines.
2. In view of antitrust considerations (both civil treble-damage and injunction exposure, and criminal liability exposure) and to avoid any possible restraints on competition, the following are some of the legally sensitive subjects that must be avoided during any discussion at Certified Angus Beef conferences or otherwise, between licensees who are competitors:
(a) Conversations related to the future company-specific Certified Angus Beef ® product advertising, marketing or business strategies and plans of individual licensees should not be discussed between licensees who are “horizontal competitors.” Examples of impermissible discussions between competitors include those involving future pricing terms (see 2(d) below), limiting output, dividing territories or dividing customers.
(b) Complaints relating to specific customers, specific suppliers (including “quality rating” of suppliers), specific geographic markets or specific products, should not be discussed between licensees who are competitors (such discussions could cause licensees on a joint basis to improperly favor or disfavor certain suppliers or customers, or improperly allocate markets).
(c) Discussions of individual licensee product purchasing plans or bidding plans should not be discussed between licensees who are competitors; however, discussions of purchasing plans or bidding plans may occur privately between two licensees with a “vertical commercial relationship,” such as supplier and customer.
- Dissemination of information concerning current and future contemplated or planned pricing, allowances, credit terms, pricing plans, bidding plans, refund or rebate plans, discount plans, specific product costs, profit margin information, customer lists and terms of sale should not be discussed between competitors.
- If you find yourself involved in a discussion concerning any of these topics or if you learn of others engaging in the same, we recommend that you quickly terminate those conversations. If the discussions continue, please find a member of the Certified Angus Beef team to address directly. Any question by a licensee regarding the legality of a Certified Angus Beef conference discussion topic or related business practice should be immediately brought to the attention of Certified Angus Beef’s legal affairs department.