Antitrust Compliance Statement

The goal of antitrust laws is to ensure a competitive marketplace that allows efficient and innovative companies to succeed. Antitrust laws prohibit collusion among competitors; market practices that impair the ability of others to compete; and mergers and acquisitions that are likely to harm competition or consumers. Participants in ProSight roundtables and other events and forums (collectively, ProSight Events”) must avoid practices that restrain or limit competition, including but not limited to the following prohibited activities.

What Is Prohibited
Participants at ProSight Events are reminded that it is their responsibility to avoid any agreement or inappropriate conversations that could have anti-competitive effects or could constitute a restraint on trade. In discussing the pros and cons on a topic of discussion, members may express an opinion, but must avoid collective agreements on how any particular issue/matter should be addressed.
Prohibited by the antitrust laws are agreements to: 

• Fix prices (for example, the compensation a lender receives for loans, including interest rates, compensating balances, and other accommodations).
• Divide markets or customers.
• Boycott or jointly refuse to deal with customers or other financial institutions.
• Arrive at any understanding, express or implied, respecting any anticompetitive concert of action.

An anticompetitive agreement need not be formal or even express and can be proven by circumstantial evidence. Thus, if such circumstances as the exchange of pricing plans permit the inference of a tacit understanding to “act in concert” or “follow the leader,” a jury may be allowed to find intentional violation of the law. The courts have sometimes deemed trade associations as possible “hotbeds of conspiracy.”

Thus, ProSight is desirous that none of its activities, as carried out by its members, even remotely suggest antitrust misconduct. Therefore, to avoid accusations of violating antitrust laws, whenever you attend a ProSight event, keep in mind these basic guidelines:

What You Should Avoid
Participants at ProSight Events should avoid discussing certain subjects when they are together — both at formal gatherings and in informal settings (e.g., dinners; receptions; etc.) — and should otherwise comply with the following guidelines:

• DO NOT agree or engage in any form of conduct from which it may be argued that you agreed to fix interest rates, fees, or any other element of the price or terms of loans or other product offerings. Note that a price-fixing violation may be inferred from price-related discussions followed by parallel decisions on pricing by ProSight members, even in the absence of an oral or written agreement.
• DO NOT share information concerning your prices or fees on matters such as costs that affect your price.
• DO NOT agree to treat a particular individual or group of customers in one set manner or to boycott or stop lending to certain kinds of customers.
• DO NOT allocate customers, markets, or territories.
• DO NOT make announcements concerning what your institution may or may not do concerning loans or other terms for certain classes of customers.
• DO NOT agree with competitors not to deal with certain third parties, vendors, suppliers or others.
• DO NOT try to prevent a third party, vendor, or supplier from selling to your competitor(s).
• DO NOT disclose confidential, proprietary, or competitive information or your institution’s sensitive corporate strategies.

What You Can Do

• You may discuss common problems and challenges of a general, administrative, or logistical nature as long as a purpose is not to encourage uniform action and the elimination of competition with respect to future transactions. It is permissible to discuss deteriorating or problematic credit areas.
• You may exchange credit information as long as you do not agree to boycott delinquent debtors, regulate credit terms, or fix prices. To minimize risk on problem accounts, information provided to others should be limited to bank ledger data or other records that are believed factual and accurate.
• You may communicate with respect to a unified position vis-à-vis government agencies. But be careful that you do not give a speech with respect to “standing up” to groups of competitors or to anyone except the government. 

How You Can Avoid the Appearance of Impropriety

As a chapter leader or organizer of ProSight meetings, use common sense to consider which of the following suggestions, if any, should be applied in a particular case:

• Prepare an agenda or list that sets out the subjects for discussion.
• Take minutes that accurately reflect the content of the meeting.
• Have an attorney present at gatherings of peers, when you deem it appropriate after studying this document, to monitor and, if necessary, redirect the conversation to keep the group away from inappropriate discussions.
• Seek the advice of legal counsel if your chapter wishes to consider membership eligibility or expulsion of a member, creation of a code of ethics or other forms of self-regulation, or the development of joint statistical or cooperative research programs.

Why You Should Be Concerned

Federal antitrust statutes originated with the Sherman Antitrust Act and include the Clayton, Robinson-Patman, and the Federal Trade Commission acts. These laws make monopolization and unreasonable restraints of trade illegal. Their violation may be a felony punishable by large fines and imprisonment, and a number of executives guilty of antitrust crimes have been sentenced to jail.

In addition, corporations and other persons injured by violation of federal (and many state) antitrust laws may recover treble damages and all their attorneys’ fees.
As a result, bringing antitrust lawsuits is encouraged, and accused individuals and corporations, whether innocent or guilty, are exposed to the aggravation, inconvenience, and costs of defense. Remember, the mere exchange of price, product, or cost information can give rise to an investigation.

Your ultimate task, as an Associate in ProSight, is to avoid any appearance or basis for characterization of impropriety and not just to remain honest in fact. Accordingly, there is a need for all ProSight members to ensure their own compliance with these guidelines and to tactfully suggest to others, who might inadvertently stray, that being vigilant benefits us all.

The same standards of conduct are to be observed at all formal, informal and social discussions at the sites of any ProSight meetings or events.