CORPORATE PLANS AND POLICIES FOR VOLUNTARY ANTITRUST COMPLIANCE

In discussing antitrust compliance programs with attorneys whose legal careers keep them in intimate, day-by-day touch with all the aspects of the policies, practices and procedures of the corporations which retain them, it should be remembered that what I know about the affairs of a corporation I learn, after all, as an uninvited and, let's face it, unwelcome student whose exposure to the facts of life of that corporation is of relatively short duration. This knowledge comes during that brief period of time in which the corporation is under antitrust investigation, and from people in your corporations who have been subpoenaed to appear as witnesses in Grand Jury investigations or for the purpose of having their depositions taken, as well as from documents obtained by subpoena or by use of the Civil Investigative Demand. Finally, what I know I learn under circumstances where there is already some reason to suspect that the antitrust laws may have been violated. But it may be precisely the insight gained from this peculiar and necessarily limited vantage-point which may make it possible for me to say something about compliance programs which may be of interest to you. Certainly every time a complaint or indictment is filed against a company which has such a program there is some reason to feel that the program did not serve its purpose. And every time the Court or jury rules in favor of the Government that feeling becomes a conviction, if you'll forgive that expression. Perhaps a definition of terms would be in order before we begin to speak about an antitrust compliance program. Such a program deserves that name only if its purpose is to make the corporation comply with the antitrust laws, if its purpose is to prevent the corporation from violating these laws. If that definition or description seems self-evident to you, I assure you it may not be that self-evident to your clients, or to the personnel employed by your clients. We encountered a witness who testified before one of our grand juries that no minutes were kept or that he wrote no memos to a superior in connection with a price-fixing meeting because his company has a program to make sure the company stays within the antitrust laws. He wasn't referring to the kind of compliance program I want to talk about.