It is the policy of the Greater Wilmington Radio Association (GWRA) and all its members to comply strictly with all laws applicable to GWRA's activities.

Since GWRA's activities and those of its members by their nature involve cooperative undertakings among competitors and potential competitors, the Board of Directors of GWRA emphasizes the ongoing commitment of the association and its members to full compliance with federal and state antitrust law.

This is a statement of GWRA's policy towards full compliance by the association and its members with the antitrust laws of the United States and includes some guidelines issued by way of example reflecting the activities which are peculiar to its members.

This statement is to be distributed annually at GWRA Board meetings and is to be posted on the GWRA Web site.

Antitrust Guidelines

The antitrust laws of the United States are designed to preserve a free and competitive marketplace.

These laws are embodied principally in Section 1 of the Sherman Antitrust Act and Section 5 of the Federal Trade Commission Act.

They are enforced by the U.S. Department of Justice and the Federal Trade Commission.

In general, they prohibit contracts, combinations and conspiracies in restraint of trade.

The U.S. Supreme Court has ruled that not every contract in restraint of trade constitutes a violation; only those which unreasonably restrain trade are unlawful. Whether a restraint is unreasonable is determined by the facts and circumstances in each individual case.

Certain conduct, however, constitutes a per se (automatic) violation of the antitrust laws.

Examples of per se violations are: agreements to establish prices (price fixing); most agreements to refuse to deal with third parties (boycotts); and agreements to allocate markets or limit production. Of particular concern to the Sherman Act are "combinations. . .in restraint of trade".

Because GWRA, like any trade association, is by its nature a combination of competitors, the association must be particularly sensitive that its activities do not constitute antitrust violations.

Individual company members must be careful, particularly when they are acting in concert or joint venture with others, not to take actions which would have the effect of restricting competition or which would restrict the competitive capabilities or opportunities of their competitors, customers or suppliers.

Penalties for violations of antitrust laws are quite severe and can include imprisonment, fines, treble damages and restrictions on future conduct.

Legal advice will be sought on all matters which could potentially involve anticompetitive or illegal activities.

Guidelines For GWRA Members

Because GWRA members are often at the same time competitors and partners, they must be particularly sensitive to the results of their actions with others. The following are guidelines involving some, but obviously not all, potential areas of concern.

Joint action among competitors in a given geographic or product market may be illegal if its formation effectively eliminates competition within those markets.

A joint venture which has the effect of unreasonably keeping the purchase price lower than it would normally be without the formation of the joint venture may be considered anticompetitive and in violation of the antitrust laws.

Private discussions concerning purchasing or selling between buyers and sellers in the ordinary course of business are permissible. Statistical programs concerning past price information conducted by the association with the advice of counsel are also permissible. However, discussions of pricing systems or discussions which are designed to or have the effect of price fixing or price control of a certain product market or geographic market are illegal.

Meeting Procedures

GWRA meetings can be conducted in such a way as to eliminate or minimize the potential for antitrust violations. These procedures include:

• Each meeting should have an agenda which should be adhered to.
• Impromptu discussions which may touch upon areas of antitrust concern, e.g., price fixing, collaboration, etc., will not be allowed and will be terminated by the chairman as soon as they begin.
• In case of doubt about the propriety of a topic of discussions, the discussion should be tabled until the advice of legal counsel can be obtained. An individual who has reservations about remarks or discussions at a GWRA meeting should publicly state his reservations, insist that his reservation be noted in the minutes of the meeting, and leave the meeting if necessary while insisting that the minutes reflect his name and the reason for leaving.
• Any discussion which touches upon potential antitrust violations at a GWRA meeting should be immediately reported to the GWRA president.

Conclusion

Compliance with these guidelines involves not only avoidance of antitrust violations but avoidance of any behavior which might be construed as a violation. Bear in mind, however, that the antitrust laws of the United States are complex and far reaching and that this statement is not a complete summary of them. Legal counsel will be sought prior to entering into any discussions or conducting any activities which may have a potentially anticompetitive effect.

Approved by the GWRA Board of Directors, August 10, 2001, Wilmington, Delaware