Antitrust Compliance Policy Form
I. General Policy Statement
It is the policy of the American Association of Orthodontists (“AAO”) to comply fully with all applicable laws, including antitrust laws, to avoid unlawful conduct, and to take steps to support such compliance. AAO leaders, employees, and members should be aware of this Policy, and the particulars of its/these guidelines.
II. Statement Regarding Antitrust Laws
Associations such as the AAO provide an important benefit to their members and to the public, including fostering competition. Any time potential competitors are involved in any joint activity, the potential for even unintended prohibited conduct exists. Because the AAO includes potential competitors (i.e., its members), it may be subject to special scrutiny under a number of state and federal antitrust laws. As a result of this scrutiny, the AAO, its leaders, employees and members must do their utmost to avoid even the appearance of the opportunity for improper actions.
Some basic understanding of the antitrust laws is necessary to understand how to avoid such accusations.
Antitrust laws may be enforced by the United States Department of Justice, the Federal Trade Commission, by states that have enacted antitrust legislation, and private parties (i.e., consumers and competitors). Civil and criminal actions may be brought for alleged violations of antitrust laws, and penalties—including fines and even imprisonment—can be severe.
No agreement regarding prices of goods or services should be made or discussed in any way. Price agreements, regardless of the purpose for which they are formed, are strictly prohibited by the antitrust laws. If prices are proven to have been agreed to or “fixed,” it is not a defense that the prices were reasonable or that the reason for the price agreement is justifiable on other grounds such as quality control. Further, because the antitrust laws are criminal statutes, leaders, employees and members of the AAO who actively participate or acquiesce regarding an unlawful price agreement may be held criminally liable.
Similarly, AAO members may not agree, even informally, to allocate or divide patients or customers, or to boycott or refuse to deal with persons or entities. Such activity is strictly prohibited. Further, AAO membership criteria may not be used to deny access to services or information necessary for competition.
This Policy is not intended to be (or contain) an exhaustive listing of all activity that may be considered illegal.
III. General AAO Guidelines
In order to effectuate compliance with this Policy, AAO leaders, employees and members should adhere to the following procedures whenever possible:
- Agendas of meetings of the House of Delegates, Board of Trustees, Councils and Committees (and other meetings that potentially concern matters of antitrust significance) should be reviewed in advance by the AAO General Counsel. This Policy should be provided to each member of these groups. The AAO General Counsel or his/her designee should be present at meetings of these groups where sensitive issues, such as the issues noted in this Policy, may be discussed.
- In order to avoid even the appearance of the potential for a violation of the antitrust laws, AAO leaders, employees, and members must not discuss certain sensitive subjects at AAO meetings, whether the meeting is formal or informal. The following subjects should not be discussed at any AAO meeting: Establishing or fixing prices for services they provide; Establishing or fixing of employee salaries; Allocating or restricting markets; or, Boycotting a certain company or entity because of its pricing or distribution practices. Informal discussions regarding any of the foregoing matters should also be avoided. In addition, the foregoing items are meant to be illustrative of subjects that should be avoided, and not exhaustive.
- Before any AAO leader, employee or member initiates a survey or request for information regarding any subject matter that may be considered to be competitively sensitive (i.e., a member survey regarding fees charged by members or employee salaries), the leader, employee or member must obtain the prior written approval of all appropriate individuals per the AAO’s Policy on Surveys. Leaders, employees, and members who have questions or concerns about a certain topic or subject addressed in this Policy should direct such questions to the AAO General Counsel and/or their own personal attorney.
IV. Membership Policies
AAO membership policies are designed to be non-discriminatory. AAO policies are designed to be pro-competitive, and not to exclude competitors. AAO membership policies also are designed to avoid Restrictions on dealings with non-AAO members; Exclusions from membership; Limitations on access to AAO information.
V. Principles of Ethics.
The AAO Principles of Ethics and Code of Professional Conduct and related Bylaws provisions help to ensure ethical conduct by AAO members, and establish and maintain public confidence in the AAO’s members. They are designed to be reasonable and proportionate in terms of sanctions for violations, and to provide members accused of violations with ample opportunity to be heard. They are designed to avoid any issues relating to competition, and have been clearly communicated to AAO members. Further, the AAO Principles of Ethics and Code of Professional Conduct will not be used:
- To require the refusal to deal with any member who violates the Principles of Ethics and Code of Professional Conduct; and
- As a means to regulate activity if such application would result in an antitrust violation.
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