The Cold-Formed Steel Engineers Institute, a council
of the Steel Framing Alliance (CFSEI Council) is a trade association
of competing members of the steel framing construction industry.
All three North American countries have
antitrust laws that prohibit and punish anticompetitive
conduct.
Anticompetitive conduct consists of agreements
or understandings, oral or written, explicit or implicit,
with respect to commercial matters such as the production,
purchase or sale of goods or services, including prices
or other terms or conditions of sale, production capability,
production and inventory levels, contract bids, allocation
of customers or territories, selection of suppliers and
the like.
Discussions at CFSEI Council meetings should not
relate to (a) the above commercial matters, (b) company-specific
proprietary information, including costs of production and strategic
plans, such as changes in customer or product market focus or
significant technological focus and (c) matters relating to any
customer or supplier that might have the effect of influencing
the business conduct of any company toward it.
Approved CFSEI Council activities, including committee
work programs, are legally proper and do not violate the antitrust
laws. Indeed, many CFSEI Council and Steel Framing Alliance (SFA)
programs enhance competition, which is the goal of the antitrust
laws.
Informal discussions among company representatives
before or after committee meetings or during social occasions
should be engaged in with particular caution.
Antitrust authorities can and do place
suspected conspirators under oath and force them to disclose
all relevant conduct, including what might have been considered
private conversations, with felony perjury penalties for
failure to testify truthfully. Perjury can be inferred
from the totality of the circumstances.
Penalties for antitrust violations are
imposed on both companies and employees who act for them
and include treble damages for companies and jail for
individuals in addition to fines. Executives do go to
jail.
The steel industry is highly competitive
but is also concentrated, and this means that antitrust
enforcers keep a keen eye on the steel industry.
Questions regarding the applicability of the antitrust
laws to CFSEI Council activities should be directed to the SFA
General Counsel.
