Anti-Trust Law & Conflict of Interest Policies
Throughout its history, SBCA has complied with the antitrust laws and is not subject to any consent decree, cease and desist order, or any other mandate or prohibition of any agency of government or any court with respect to the antitrust laws.
In order to assure continued compliance with both the letter and the spirit of the antitrust laws, participants in SBCA and the local chapters are reminded of the following important policy:
Although the antitrust laws do not preclude members of the SBCA from lawfully engaging in a great variety of collective activities, the antitrust laws do encompass certain conduct which is prohibited because it is unreasonable per se. The prime example is, of course, agreement with regard to price. Any conduct by competitors which has the purpose or effect of either raising, depressing, fixing, pegging, or stabilizing the price of a product or service is unlawful. Also, concerted action which may affect a price, including matters relating to production, terms and conditions of sale, the distribution of a product or the division of markets, is likewise prohibited by the antitrust laws.
Either an explicit or tacit understanding between competitors that could affect the price of products or operate to impede free and open competition is forbidden. In order to prove any such unlawful activity, it is not necessary that there be evidence of a formal agreement or understanding more often than not, such proof is circumstantial and a violation of the antitrust laws may be found because of a course of dealing between competitors or between members and their customers.
With regard to any SBCA meeting, there must never be any discussion among those attending or any formal or informal agreement of any sort, with respect to the following:
- Any price to be charged with respect to a product or service.
- Any allocation of markets or customers.
- Any coordination or cooperation with respect to bids or requests for bids.
- Terms or conditions of sale, including credit or discount terms.
- Distribution of products or services.
- Control of the production of any product or the level of production.
- Profit levels or profit margins.
- The basis for arriving at any price.
- The exchange of price information with respect to any specific customer.
- Any action which would unreasonably restrain trade.
The SBCA staff is regularly advised and reminded of principles of antitrust law as they have evolved and may affect the truss industry. The staff is alert to any discussion or topic which might result in a potential restraint of trade, and should any discussion arise at a meeting which might be construed as inappropriate, the staff has been instructed to alert those present that the particular topic under discussion should not be pursued further.
Conflict of Interest
Conflict of interest is defined as, “A situation in which a person has a duty to more than one person or organization, but cannot do justice to the actual or potentially adverse interests of both parties. This includes when an individual's personal interests or concerns are inconsistent with the best interests of a customer, or when a public official's personal interests are contrary to his/her loyalty to public business.”
SBCA members are obligated to advise, in advance of any situation that might involve or appear to involve a conflict of interest, that they may be participating in activities where their duty to their company is in conflict with the policies of SBCA and the best interests of the Structural Building Component industry. By way of two examples:
- A conflict of interest could existing if an engineer or company performing engineering services used truss design software (that was licensed to them through or by a component manufacturer) directly on behalf of a builder or general contractor to design trusses (for component manufacturers to then bid on) for a project or projects being constructed by such builder or general contractor—all of which would be in violation of the connector plate company’s software license agreement and in contravention with SBCA’s long standing truss design software policy.
- A conflict of interest could exist if a company, working within industry committees, industry ANSI standards, task groups, etc., advocates for changes in policy, procedures, standards, engineering equations, testing, etc., where those changes lead to greater use of the products or services that said company provides.