NALSC Antitrust Legal Guidelines
The members of the National Association of Legal Search Consultants (“NALSC”) compete in the marketplace. It is very important that NALSC members, meeting attendees, and speakers understand that the provisions of the antitrust laws regulate their conduct. The antitrust laws at the federal and state levels promote competition and prohibit unlawful restraint of trade. These laws are vigorously enforced to keep individuals and companies from engaging in anti-competitive practices and serious civil and criminal penalties can be imposed for engaging in such conduct.
These Antitrust Legal Guidelines are intended to establish general principles to guide the NALSC and the Members so as to ensure compliance with the antitrust laws (including, without limitation Sections 1 and 2 of the Sherman Act and Section 8 of the Clayton Act, as well as various state antitrust acts, including, without limitation, the Donnelly Act in New York). The Guidelines are not intended to be exclusive or comprehensive and may also be stricter than what certain laws may permit. Case-by-case consultation involving antitrust counsel for the NALSC and counsel for each of the Members to ensure Antitrust Law compliance will likely be necessary as specific issues arise.
To avoid these potential civil, criminal, and reputational penalties, in all NALSC discussions and activities, all Members in such discussions and activities, must avoid any discussions or conduct that might violate the Antitrust Laws or even raise the appearance of impropriety. Any discussions among competitors of prices, fees, commissions, discounts, profit levels, terms and conditions of service, allocation or divisions of markets or customers, or future sales plans could be interpreted as signaling or tacit agreement leading to collusion. Intent to violate the Antitrust Laws is not always a prerequisite to liability. A Member can be found liable for unintentional, inadvertent and accidental acts, comments or conduct. Each individual participant on behalf of a Member at any discussion is responsible for knowing the contents of these Guidelines, and for complying with these Guidelines.
NALSC and each NALSC member is obligated and expected to strictly adhere to the antitrust laws. Each member and company representative bears a serious responsibility at all times to comply with the laws, both at formal meetings and in informal discussions. Think before you speak (or write) — always consider how your remarks could be interpreted — in and out of context. Do not engage in any communication or create any document or record that might be misinterpreted to suggest that you or your company condones or is involved in anticompetitive behavior. Avoid creating or participating in any situation which could be misinterpreted as non-compliance.
Finally, consult legal counsel whenever any uncertainty arises.
GENERAL GUIDELINES FOR ALL ASSOCIATION ACTIVITIES
No NALSC member shall use the NALSC or any of its committees or activities for the purpose of bringing about, or attempting to bring about any understanding or agreement among the members with regard to prices, fees, percentage commissions, profit levels, discounts, terms or conditions of services, division of territories, customers or any other aspects of competition.
NALSC members shall not discuss pricing methods, fees, discounts, percentage commission or profit levels, the terms or conditions of service, the allocation or division of territories or customers, special contractual arrangements or any other aspects of competition. No individual member’s statistics or future sales plans will be revealed nor should they be discussed.
NALSC members shall not discuss any arrangements or agreements not to hire or solicit employees from competing firms.
NALSC members shall not engage in any discussion that might be construed as an attempt to: (i) prevent any business entity from gaining access to any market or customer for its services, (ii) prevent any business entity from obtaining services freely in the market through competition.
NALSC members shall not engage in any discussion that might be construed as an agreement or understanding to refrain from purchasing any materials, equipment, services, or other supplies from any supplier.
Do not continue to participate in any discussions if such topics are being discussed. If a Member has a reservation concerning remarks or discussion at a meeting, the Member should officially state the reservation. If the discussion is not terminated or resolved satisfactorily, the concerned Member should leave the meeting. The concerned Member shall ensure the departure is noted for the record and immediately consult with the Member company’s counsel.
Do not engage in any communication, including “loose talk”, which might be misinterpreted to suggest that a Member company or the NALSC condones or is involved in anticompetitive behavior. Courts can and do infer agreements based on “loose talk”, informal discussion, or the mere exchange between competitors of information regarding any of the subjects on which agreement is prohibited.
Do not create any documents or other records, including, but not limited to, emails, texts, notes, instant messages and social media posts, that might be misinterpreted to suggest that a Member company or the NALSC condones or is involved in anticompetitive behavior.
Each NALSC member is obligated and expected to exercise its independent business judgment in pricing its services, dealing with its customers and suppliers and choosing the markets in which it will compete.
All NALSC meetings shall be conducted in accordance with an agenda, and minutes shall be kept.
All NALSC members are expected to observe the foregoing rules both at formal meetings and in informal discussions.