Wall Street Blockchain Alliance - Antitrust Policy
The Wall Street Blockchain Alliance (hereafter “WSBA”) is a 501 c (6) non-profit trade association, with a stated mission to guide and promote comprehensive adoption of blockchain technology and cryptoassets across global financial markets and stand as a neutral, unbiased steward of education and cooperation between global financial firms.
The WSBA is not organized to and may not play any role in the competitive decisions of its members or their employees, nor in any way restrict competition among members, potential members or industry participants. The WSBA provides a forum for exchanges of ideas, as well as cooperative discussions, workstreams and efforts, collaborative work regarding financial markets and industry best practices and more. These discussions and efforts occur both virtually and in-person, in a variety of settings including (but not limited to) annual, monthly or quarterly meetings; working group meetings; educational programs, any scheduled annual, monthly or quarterly events; informal or social events; leadership meetings; and Board of Director and Advisory Board meetings.
Global antitrust laws prohibit competitors from engaging in actions that could result in an unreasonable restraint of trade. Such antitrust laws can be enforced against associations, association members, and association employees by both government agencies and private parties (such as competitors and consumers). For example, in the United States, the Clayton Antitrust Act, the Sherman Antitrust Act, and the Federal Trade Commission Act, along with any respective amendments, are the primary laws that govern antitrust matters. Certain provisions of these acts prohibit anticompetitive activity and attach significant legal liability for violations; including, for certain violations, criminal liability. Antitrust jurisprudence of the Federal and State courts, along with other applicable courts, further defines the activity which is deemed by relevant authorities to be anticompetitive.
Antitrust considerations are particularly important for trade associations since, by nature, trade associations bring together potential and actual competitors. A typical antitrust violation involves competitors coming together and proposing or reaching an agreement to engage in some form of anticompetitive behavior (e.g., price-fixing). For that reason, any meeting between competitors can appear, from an outside viewpoint, to be a potential source for anticompetitive agreement.
The WSBA Board of Directors recognizes the possibility that the WSBA and its activities could be viewed by some as an opportunity for anticompetitive conduct.
Therefore, the below policy statements clearly and unequivocally support the policy of competition served by the antitrust laws and to communicate the WSBA’s non-negotiable and categorical policy to comply strictly in all respects with those laws. In order to mitigate and guard against any risk of antitrust violations, or even the appearance of impropriety due to the meeting of its members, and given the severity of penalties in the violation of global antitrust laws, the WSBA Board of Directors has instituted the below policy, and will take any and all proper measures to ensure that violations of the antitrust laws do not occur.
Therefore:
1) It shall be the policy of the WSBA to be in strict compliance with all Federal and State antitrust laws, rules and regulations, as well as the relevant antitrust laws of jurisdictions throughout the world where the WSBA may operate or where members (corporately or individually) may reside.
2) This Antitrust Policy is developed and enforced for the benefit and protection of the WSBA, its employees, consultants, and members, both corporately and individually.
3) Duty to Comply
a) General Obligations - Each WSBA member, either corporately or individually, as well as any employee, Board Member, Advisor, consultant, or attendee to any WSBA event (both virtually and in-person) including, but not limited to, any annual, monthly or quarterly meetings; working group meetings as they occur; any educational programs, scheduled annual, monthly or quarterly events; informal or social events; leadership meetings; Board of Director meetings or Advisory Board meetings, shall fully comply with the WSBA Antitrust Policy and all relevant antitrust laws.
b) Member obligations – Each member shall provide legal counsel as appropriate to its representatives participating in any WSBA working groups, work streams or other initiatives, so as to ensure that those members are aware of the applicable antitrust laws and the restrictions that those laws impose on the participating individuals; specifically, with respect to conduct at meetings and the information that may lawfully be shared or discussed among competitors.
c) Violations - Any failure to comply with the WSBA Antitrust Policy may result in disciplinary action, up to and including termination of employment (for WSBA employees) or termination of membership (for WSBA members).
4) Specific Prohibitions - Every member (either corporately or individually), whether actual or potential competitors, as well as any employee, Board Member, Advisor, consultant, employee or attendee to any WSBA event (both virtually and in-person) must exercise their independent business judgment in pricing its services or products, dealing with its competitors, customers and suppliers, and choosing the markets in which it will compete. Agreements or understanding among competitors, whether written or oral, express or implied, formal or informal, to fix prices, allocate markets or exclude competitors from the market are the most serious antitrust violations. WSBA members shall not:
a) Price Fixing - discuss or enter into any agreement regard the price of any product or service (e.g., maximum and minimum prices, price floors, price ranges); any component of price (e.g., margins, costs); terms or conditions of sale (e.g., credit terms, discounts, markups, floor price, price protections); the process or methods of setting price (e.g., pricing formulas, competitive bidding, including bid rigging); or the timing of price changes.
b) Output Restrictions - discuss or enter into any agreements regarding the volume, supply, production, or output of any product or service.
c) Market Allocations - discuss or enter into any agreement to allocate or divide markets (e.g., by customer, territory, product line).
d) Denial of Access, Boycotts, Refusals to Deal - discuss or enter into any agreement to prevent any firm or person from: (i) gaining access to any market or customer for goods and services; (ii) obtaining or purchasing goods or services freely in the market; or (iii) purchasing any raw materials, product, equipment, services or other supplies from any supplier or vendor or from dealing with any supplier or vendor.
e) Salary Levels and Hiring Practices - discuss or enter into any agreement: (i) regarding salary levels or other terms of employment, or (ii) to refrain from competing with respect to hiring employees, including agreements not to hire or solicit each other’s employees.
5) Anticompetitive Informational Exchanges - Every member (either corporately or individually), whether actual or potential competitors, as well as any employee, Board Member, Advisor, consultant, employee or attendee to any WSBA event (both virtually and in-person) shall not discuss or disclose competitively sensitive information including prices; pricing methods; profits, profit margins, or cost data; discounts of any kind; terms or conditions of sale or licensing of products or services; production plans; market shares; sales territories or markets; allocation of territories or customers; or any limitation on the timing, cost or volume of their research, production or sales. If the discussion or collection of competitively sensitive information is reasonably related to the legitimate purposes of the meeting or event, the chair or meeting leader should obtain approval in advance from the WSBA Chairperson ([email protected]), or Chairperson’s Designated Representative.
6) Conduct of Meetings – At any meeting of the WSBA Board, management, Working Group or any other WSBA-hosted or related events of any kind wherein more than one member shall be participating:
a) An agenda shall be prepared in advance of the meeting and followed as closely as possible.
b) The chair or meeting leader shall refer the WSBA Antitrust Policy at the start of each meeting to confirm that members are not permitted to (i) engage in any anti-competitive behavior, (ii) suggest that others engage in anticompetitive behavior, or (iii) conduct themselves in any other way that would violate any applicable antitrust laws.
c) Keep accurate meeting minutes.
d) If members or other participants begin to discuss an improper subject, the chair or meeting leader shall request that the discussion cease. If the discussion continues, the chair or meeting leader shall adjourn the meeting.
7) Reporting – Any suspected violation of the WSBA Antitrust Policy should be immediately reported to the WSBA Chairperson ([email protected]), or Chairperson’s Designated Representative. No WSBA employee or Member shall be reprimanded or otherwise disciplined for raising antitrust concerns or for terminating any meeting where the employee or Member believes the discussion may violate this Antitrust Policy.
The Wall Street Blockchain Alliance (hereafter “WSBA”) is a 501 c (6) non-profit trade association, with a stated mission to guide and promote comprehensive adoption of blockchain technology and cryptoassets across global financial markets and stand as a neutral, unbiased steward of education and cooperation between global financial firms.
The WSBA is not organized to and may not play any role in the competitive decisions of its members or their employees, nor in any way restrict competition among members, potential members or industry participants. The WSBA provides a forum for exchanges of ideas, as well as cooperative discussions, workstreams and efforts, collaborative work regarding financial markets and industry best practices and more. These discussions and efforts occur both virtually and in-person, in a variety of settings including (but not limited to) annual, monthly or quarterly meetings; working group meetings; educational programs, any scheduled annual, monthly or quarterly events; informal or social events; leadership meetings; and Board of Director and Advisory Board meetings.
Global antitrust laws prohibit competitors from engaging in actions that could result in an unreasonable restraint of trade. Such antitrust laws can be enforced against associations, association members, and association employees by both government agencies and private parties (such as competitors and consumers). For example, in the United States, the Clayton Antitrust Act, the Sherman Antitrust Act, and the Federal Trade Commission Act, along with any respective amendments, are the primary laws that govern antitrust matters. Certain provisions of these acts prohibit anticompetitive activity and attach significant legal liability for violations; including, for certain violations, criminal liability. Antitrust jurisprudence of the Federal and State courts, along with other applicable courts, further defines the activity which is deemed by relevant authorities to be anticompetitive.
Antitrust considerations are particularly important for trade associations since, by nature, trade associations bring together potential and actual competitors. A typical antitrust violation involves competitors coming together and proposing or reaching an agreement to engage in some form of anticompetitive behavior (e.g., price-fixing). For that reason, any meeting between competitors can appear, from an outside viewpoint, to be a potential source for anticompetitive agreement.
The WSBA Board of Directors recognizes the possibility that the WSBA and its activities could be viewed by some as an opportunity for anticompetitive conduct.
Therefore, the below policy statements clearly and unequivocally support the policy of competition served by the antitrust laws and to communicate the WSBA’s non-negotiable and categorical policy to comply strictly in all respects with those laws. In order to mitigate and guard against any risk of antitrust violations, or even the appearance of impropriety due to the meeting of its members, and given the severity of penalties in the violation of global antitrust laws, the WSBA Board of Directors has instituted the below policy, and will take any and all proper measures to ensure that violations of the antitrust laws do not occur.
Therefore:
1) It shall be the policy of the WSBA to be in strict compliance with all Federal and State antitrust laws, rules and regulations, as well as the relevant antitrust laws of jurisdictions throughout the world where the WSBA may operate or where members (corporately or individually) may reside.
2) This Antitrust Policy is developed and enforced for the benefit and protection of the WSBA, its employees, consultants, and members, both corporately and individually.
3) Duty to Comply
a) General Obligations - Each WSBA member, either corporately or individually, as well as any employee, Board Member, Advisor, consultant, or attendee to any WSBA event (both virtually and in-person) including, but not limited to, any annual, monthly or quarterly meetings; working group meetings as they occur; any educational programs, scheduled annual, monthly or quarterly events; informal or social events; leadership meetings; Board of Director meetings or Advisory Board meetings, shall fully comply with the WSBA Antitrust Policy and all relevant antitrust laws.
b) Member obligations – Each member shall provide legal counsel as appropriate to its representatives participating in any WSBA working groups, work streams or other initiatives, so as to ensure that those members are aware of the applicable antitrust laws and the restrictions that those laws impose on the participating individuals; specifically, with respect to conduct at meetings and the information that may lawfully be shared or discussed among competitors.
c) Violations - Any failure to comply with the WSBA Antitrust Policy may result in disciplinary action, up to and including termination of employment (for WSBA employees) or termination of membership (for WSBA members).
4) Specific Prohibitions - Every member (either corporately or individually), whether actual or potential competitors, as well as any employee, Board Member, Advisor, consultant, employee or attendee to any WSBA event (both virtually and in-person) must exercise their independent business judgment in pricing its services or products, dealing with its competitors, customers and suppliers, and choosing the markets in which it will compete. Agreements or understanding among competitors, whether written or oral, express or implied, formal or informal, to fix prices, allocate markets or exclude competitors from the market are the most serious antitrust violations. WSBA members shall not:
a) Price Fixing - discuss or enter into any agreement regard the price of any product or service (e.g., maximum and minimum prices, price floors, price ranges); any component of price (e.g., margins, costs); terms or conditions of sale (e.g., credit terms, discounts, markups, floor price, price protections); the process or methods of setting price (e.g., pricing formulas, competitive bidding, including bid rigging); or the timing of price changes.
b) Output Restrictions - discuss or enter into any agreements regarding the volume, supply, production, or output of any product or service.
c) Market Allocations - discuss or enter into any agreement to allocate or divide markets (e.g., by customer, territory, product line).
d) Denial of Access, Boycotts, Refusals to Deal - discuss or enter into any agreement to prevent any firm or person from: (i) gaining access to any market or customer for goods and services; (ii) obtaining or purchasing goods or services freely in the market; or (iii) purchasing any raw materials, product, equipment, services or other supplies from any supplier or vendor or from dealing with any supplier or vendor.
e) Salary Levels and Hiring Practices - discuss or enter into any agreement: (i) regarding salary levels or other terms of employment, or (ii) to refrain from competing with respect to hiring employees, including agreements not to hire or solicit each other’s employees.
5) Anticompetitive Informational Exchanges - Every member (either corporately or individually), whether actual or potential competitors, as well as any employee, Board Member, Advisor, consultant, employee or attendee to any WSBA event (both virtually and in-person) shall not discuss or disclose competitively sensitive information including prices; pricing methods; profits, profit margins, or cost data; discounts of any kind; terms or conditions of sale or licensing of products or services; production plans; market shares; sales territories or markets; allocation of territories or customers; or any limitation on the timing, cost or volume of their research, production or sales. If the discussion or collection of competitively sensitive information is reasonably related to the legitimate purposes of the meeting or event, the chair or meeting leader should obtain approval in advance from the WSBA Chairperson ([email protected]), or Chairperson’s Designated Representative.
6) Conduct of Meetings – At any meeting of the WSBA Board, management, Working Group or any other WSBA-hosted or related events of any kind wherein more than one member shall be participating:
a) An agenda shall be prepared in advance of the meeting and followed as closely as possible.
b) The chair or meeting leader shall refer the WSBA Antitrust Policy at the start of each meeting to confirm that members are not permitted to (i) engage in any anti-competitive behavior, (ii) suggest that others engage in anticompetitive behavior, or (iii) conduct themselves in any other way that would violate any applicable antitrust laws.
c) Keep accurate meeting minutes.
d) If members or other participants begin to discuss an improper subject, the chair or meeting leader shall request that the discussion cease. If the discussion continues, the chair or meeting leader shall adjourn the meeting.
7) Reporting – Any suspected violation of the WSBA Antitrust Policy should be immediately reported to the WSBA Chairperson ([email protected]), or Chairperson’s Designated Representative. No WSBA employee or Member shall be reprimanded or otherwise disciplined for raising antitrust concerns or for terminating any meeting where the employee or Member believes the discussion may violate this Antitrust Policy.