Antitrust Guidelines

Free and open discussion on matters of concern to the intermodal industry is essential to the success of IANA's activities. Discussions among IANA members should, however, be limited to matters which appropriately advance IANA's purposes.

2. All meetings must be operated on the basis of a pre-circulated agenda.

An agenda sets the meeting tone and provides topical guidance that enables participants to know whether they are acting in accordance with the purposes of IANA. Any questions concerning the agenda should be raised with IANA counsel or your company's counsel before the meeting if possible. At the meeting discussion of matters not on the agenda should generally be avoided.

3. Avoid any discussion of matters pertaining to the way your company competes, including discussions of any member or nonmember company's prices, services, customers, costs, or non-public future plans.

Discussions with competitors concerning commercial or competitive matters always carry a significant antitrust risk. Even if those discussions are not unlawful in themselves, they may be used later to suggest that IANA or its members had an implicit or There should be no discussions at IANA meetings of any matters involving:

• Prices, or other commercial terms and conditions, with respect to any product or service;
• service levels or quotas;
• specific customers, competitors or markets, including any customers or areas as to which sales should or should not be made;
• information concerning any individual company's costs, profits, inventory, pricing formulas, market share, or other commercial information of a nonpublic nature.

If you become aware of any such discussions, you should stop the discussion until the matter can be reviewed with counsel. If the conversation continues, excuse yourself. Report any such conversations to IANA's or your company's counsel.

4. Do not engage in any "off the record" discussions or "rump sessions" concerning sensitive matters pertaining to the way in which your company competes or otherwise does business.

Substantive discussions should be limited to formal meetings at which counsel or a member or staff representative attuned to antitrust issues is present. Informal discussions of the type that could take place outside a formal meeting often raise the most serious antitrust problems. No substantive discussion should take place in small groups or "rump sessions" outside a formally constituted IANA meeting.

5. Official minutes of IANA meetings must be accurate and complete.

As the official record of IANA proceedings, minutes of IANA meetings are potentially of great legal significance. They should accurately and briefly summarize the discussion, describe any actions taken and give the reasons for those actions. The Chairman of each committee should take responsibility for assuring that minutes of meetings are clear, concise, accurate and complete. Any questions about the minutes should be raised with antitrust counsel before they are circulated to the members.

6. Do not disparage other companies or their products and services.

Members should not take actions which could be construed as expressing an agreement to exclude or discriminate against any company, whether or not it is an IANA member.

7. If you are in doubt about any activity in connection with an IANA meeting, consult IANA's or your company's counsel.

No guide can fully delimit the scope of permissible and impermissible activities under the antitrust laws. Counsel should be consulted whenever a matter appears to raise antitrust concerns.

1. be advantageous to those who adopt them and their customers. Standards should not be adopted unless they will improve safety,
2. be voluntary. There should never be any agreement or pressure to influence individual companies to adhere to uniform standards; rather, each company should be free to decide on its own whether to adopt or reject the standard;
3. be set in a process which is fair, open, and representative;
4. not arbitrarily exclude competitors or reduce output in a market; and
5. focus on technical and operational factors, and avoid unnecessarily addressing commercial factors. If companies compete on the basis of a difference that will be eliminated by a standard, the standard should be reviewed closely by antitrust counsel before it is adopted.