Antitrust Compliance Policy

1Why this policy exists

WDBC is an association of businesses, and some of its Members compete with one another.
That is not a problem to be solved — it is what a trade association is. But
it means the Corporation regularly puts competitors in the same room, on the same call and on the
same distribution list, and the antitrust laws exist precisely to govern what competitors do when
they are together.

Nothing in this policy restricts the Corporation’s advocacy, its research, its
publications or its convening. Those are the programme. This policy protects them, by keeping the
Corporation out of the one category of conduct that could end it.

2The law that applies

Federally, section 1 of the Sherman Act (15 U.S.C. § 1) prohibits
contracts, combinations and conspiracies in restraint of trade. Some restraints — price
fixing, bid rigging, market allocation, group boycotts, and agreements on wages or not to hire
— are per se unlawful, meaning no justification is heard and no market
power need be shown.

In Wisconsin, the exposure is greater, which is the opposite of what most antitrust
guidance for associations assumes:

• s. 133.01 directs that ch. 133 be given “the most liberal
  construction to achieve the aim of competition.”
• s. 133.03(1) makes a contract or combination in restraint of trade a
  Class H felony, with a fine to $100,000 for a corporation.
• s. 133.18(1)(a) gives treble damages and reasonable attorney
  fees to any person injured “directly or indirectly.”
  Wisconsin has no Illinois Brick bar, so indirect purchasers may sue — and
  fee-shifting makes even a weak claim expensive to defend.

3Subjects that are never discussed

At any WDBC meeting, event, committee, working group, mailing list, chat channel or social
gathering, and in the corridor and the parking lot afterwards, participants do
not discuss:

1. Prices, fees, rates, discounts, margins, or credit and payment terms
2. Costs or profitability at the level of an individual firm
3. Wages, salaries, bonuses, benefits, hiring, or recruiting one another’s
   employees
4. Allocation or division of customers, territories, market segments or opportunities
5. Whether to deal with, or refuse to deal with, any specific supplier, customer or competitor
6. Bids, bidding intentions, or terms offered to a specific counterparty
7. Any firm’s future business plans, capacity, output or entry and exit decisions

4The sentence that converts advocacy into a violation

The Corporation’s advocacy is protected. Joint petitioning of the Legislature, agencies
and the Governor’s office by competitors is immune under the
Noerr–Pennington doctrine regardless of intent or purpose, and so
are the Corporation’s publications, its legislative tracker and its public campaigns urging
people to contact their legislators. Noerr itself was a publicity campaign.

What is not protected is agreeing on what Members will each do in the market.
The line is crossed by a single sentence in a meeting:

“…so we all agree we won’t…”

A collective withholding of services, supply, applications, fees or dealings — even one
aimed squarely at obtaining legislation — is a naked restraint and is judged
per se. Intending to influence government is not a defence.

5Meeting protocol

• A written agenda circulates in advance, and it is specific. “Market
  conditions” is not an agenda item; “2027 session outlook on data-centre
  siting” is.
• The standing statement below is given at the start of every meeting,
  including virtual meetings and including social events held under the WDBC name.
• Minutes record the subjects discussed and the actions taken. They do not
  attribute individual remarks to individual companies. They are reviewed before adoption.
• There are no unminuted sessions at an official WDBC event. If a group
  convenes on the side, it is not a WDBC meeting and must not be described as one.
• Any presiding officer may and must stop a discussion approaching a prohibited
  subject, and records that it was stopped.

6Information sharing and benchmarking

Members will ask for benchmarking data. It can be done safely, but only with the structure
below, and no benchmarking or survey programme launches without antitrust counsel
reviewing it first.

• Collection and aggregation by an independent third party — never by
  WDBC staff and never by a Member firm.
• Historical data only. Nothing forward-looking, nothing about intentions.
• Aggregated so no participant’s data is identifiable, with a minimum
  number of contributors per reported figure and no single contributor dominating one.
• Results distributed to all participants and, where practical, published.
  Selective circulation among a subset of competitors is a materially worse fact pattern.
• The results are not discussed in a members-only forum. Publish; do not
  convene.
• Every publication carries this line: “Any interpretation of this data must avoid the
  appearance of predicting, encouraging or facilitating a concerted industry position or response.
  Each individual company should continue to make independent decisions based on the data.”

7Certification, seals and registers

No certification, accreditation, seal, badge, verified register, graded compliance tier
or similar designation of firms is established or operated without prior Board approval and prior
written review by antitrust counsel (Bylaws v2.0, Art. XIV.6).

Where such a programme is approved, it must: publish objective criteria before
applications open; require disclosure and recusal by any reviewer competing with an applicant; use
not fewer than five reviewers; give written reasons for every denial; provide an
appeal to a differently constituted body; and grandfather no one.

8Membership decisions

Expulsion of a Member from a trade association by a board composed of that Member’s
competitors is a concerted refusal to deal. It is not automatically unlawful, but whether the
Corporation followed its own procedure is central to how a court views it.

Accordingly, no Member is suspended or expelled except on: written notice of the specific
grounds; a stated period to respond; an opportunity to be heard by the Board or a designated
panel; a written decision stating reasons; the affirmative vote of two-thirds of the
directors then in office; recusal of any director employed by or affiliated with
a direct competitor of the respondent; and a pro-rata refund of unused dues.

Grounds must be narrow, objective and enumerated in the Membership Policy
— non-payment, a materially false statement in the application, a felony or regulatory bar
bearing on fitness, or breach of a specific written obligation.

9Speaking for the Corporation

No action by any Member, committee, advisory body, working group, ambassador, volunteer,
employee, director or officer binds the Corporation or expresses its policy until the
Board has approved or ratified it (Bylaws v2.0, Art. X.4). No individual issues an
interpretation, opinion, endorsement, non-endorsement or certification on WDBC letterhead, from a
WDBC email address, or under the WDBC name, except as authorised in writing.

10If something goes wrong

1. Stop the discussion. Say plainly that the subject is outside what WDBC
   discusses.
2. Ask that your objection be noted in the minutes.
3. If it continues, leave — and ask that your departure and its reason be
   recorded. Staying silent in the room is the fact a plaintiff will use.
4. Report it the same day to the Executive Director and the Chair, who notify
   counsel.

Reporting in good faith is protected by the Corporation’s Whistleblower and
Non-Retaliation Policy. No one is ever penalised for stopping a conversation under this
policy, including if they turn out to have been mistaken.

11The rule that answers most questions on its own

12Acknowledgment

Every director, officer, employee, contractor, committee member, advisory-body participant and
ambassador acknowledges this policy in writing, annually, as Bylaws v2.0
Art. XIV.3 requires. Failure to sign within 30 days of written request creates an automatic
vacancy in the case of a director (Art. VI.3(d)).

Members acknowledge this policy at registration and at each renewal, through
the membership signup, and their personnel acknowledge it on registering for any WDBC meeting or
event.

I have read the WDBC Antitrust Compliance Policy. I understand it
applies to me in every WDBC setting, including informal and social ones. I agree to comply with it
and to report any conduct that may be inconsistent with it.

Additional signatories — employees,
contractors, committee members, advisory-body participants and ambassadors — sign the
one-page acknowledgment form maintained by the Secretary. The Secretary keeps completed
acknowledgments for seven years under the Document Retention and Destruction Policy.