Antitrust Statement

The Retail Industry Leaders Association (RILA) is committed to fair competition. Our goal is to follow the rules that make competition work fairly for everyone. These rules, known as antitrust laws, guide how businesses may compete and shape how RILA provides services for our members, including programming, benchmarking and education.

RILA’s policy is to follow both the letter and the spirit of these laws. We want to make sure that we and our members never break the rules or even appear to break the rules. While many activities we do—like committee calls and conferences—are helpful and fair under the law, it is important to remember that when competitors work together it can raise concerns about fairness. That’s why we must avoid certain kinds of conversations that could be misinterpreted as unfair competition.

What’s Not Allowed:

Some activities between competitors are always illegal, no matter the situation. These include:

1. Fixing Prices – Competitors cannot agree to set prices, payment terms, or discounts.
2. Setting Wages – Competitors cannot agree to fix or cap wages. 
3. Dividing Markets – Competitors cannot agree to share or divide up customers, regions, or markets.
4. Rigging Bids – Competitors cannot agree to influence or limit competition during bidding.
5. Boycotting – Competitors cannot agree to refuse to work with certain suppliers or customers.

Simply discussing these topics might look like an attempt to break the law, even if no formal agreement is made. 

Serious Consequences:

Violating antitrust laws can result in serious consequences for a company and its employees. The Sherman Act is a criminal statute and violations may include: 

• Criminal Penalties – Violations are felonies and can lead to fines and even jail time for individuals.
• Civil Penalties – Companies (including RILA) may face huge fines (up to 3 times the damages).
• Lengthy Investigations – Legal action by government agencies or private parties can disrupt business operations for members and for RILA, and result in significant defense costs.
• Injunctions – Courts or government agencies can impose restrictions permanently limiting company or association activity. 
• Reputational Harm – Violations can cause irreparable harm to a company’s or association’s reputation.

What To Avoid Talking About:

To make sure we stay on the right side of the law, participants should never discuss the following in any setting related to RILA:

• Confidential Information – Don’t share confidential or competitively sensitive information that has not previously been disclosed to the public. 
• Prices, Quotes, or Discounts – Don’t discuss current or future pricing plans, pricing policies (i.e., prices charged or paid), contract terms, or discounts.
• Compensation: Don’t discuss wages, bonuses, commission structures, long-term incentives, or other benefits. 
• Talent Retention – Don’t discuss whether to solicit or hire employees of competitors, vendors, or customers. 
• Profits – Don’t discuss how much profit is fair or talk about profit margins.
• Market Division – Don’t discuss dividing customers, territories, or regions.
• Production Plans – Don’t discuss production plans or limits on output.
• Boycotting – Don’t talk about refusing to work with any suppliers, customers, or competitors.
• Pricing and Output Agreements – Don’t agree on any future pricing or output levels.

It’s Not Just About Official Meetings:

What Members Can Talk About: 

• Inquiries about the existence of publicly available information regarding a specific company (e.g., What information does Company X include in its SEC disclosures relating to shareholder derivative actions?)
• Discussions around compliance issues and the steps your company may be taking to comply with laws and regulations (e.g., What steps is Company X taking to ensure compliance with the new California environmental regulations?)
• Discussions about lobbying the government to impact government policy (so long as there are no agreed upon marketplace effects). 
• Suggestions for association member surveys on topics that are not prohibited under the antitrust laws.

Key Points To Remember And To Remind Members:

• Independence – Each member must always make its own independent business decisions.
• Lawful Topics Only – Do not discuss or permit discussions on any “terms or conditions of doing business,” including employment conditions, vendor requirements, and pricing.
• Speak Up – If a topic being discussed potentially raises antitrust concerns:
  • Speak up and stop the discussion;
  • Pivot the conversation to a more appropriate topic (e.g., something other than prices or wages – refer to the agenda); and
  • Let someone from Legal know about your concerns.
• Ask For Help – Seek advice from a RILA staff member or your own company’s legal team if you have questions about the antitrust laws or your compliance responsibilities.