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CCAs Antitrust Compliance Program has been developed in accordance with applicable laws, with guidance from state and federal authorities, including the Office of the Attorney General for the State of Connecticut and the Federal Trade Commission, as well as the federal and state antitrust and trade regulation laws established pursuant to the Sherman Act, Clayton Act, Robinson-Patman Act, Federal Trade Commission Act and the Connecticut Antitrust Act, Conn. Gen. Stat. §§ 35-24 et seq.  With this Antitrust Compliance Program, CCA will promote full compliance with all legal duties applicable to it, foster and assure ethical conduct, and provide guidance to each officer, director, member, employee, representative and agent of CCA for his/her conduct.

 

This Antitrust Compliance Program is designed to prevent accidental and intentional non-compliance with applicable antitrust laws, the OAGs Stipulated Judgment and Release and the FTCs Consent Agreement, to detect such non-compliance if it occurs, to discipline those involved in non-compliant behavior and to prevent future non-compliance.   The procedures and standards of conduct contained in this Antitrust Compliance Program are intended to generally define the scope of conduct which the Antitrust Compliance Program is intended to cover and are not to be considered as all inclusive.

 

All  questions  and  concerns  regarding  compliance  with  the  standards  set  forth  in  this  Antitrust Compliance Program should be directed to or brought to the attention of the CCA’s Executive Director, the Antitrust Compliance Officer or CCA’s General Counsel.  All CCA officers, directors, members, employees, representatives and agents must fully cooperate and assist the Executive Director, Antitrust Compliance Officer, and Antitrust Compliance Committee as required in the exercise of her, his or their duties.  If a CCA officer, director, member, employee, representative or agent is uncertain whether specified conduct is prohibited, he or she shall contact the Executive Director, Antitrust Compliance Officer, CCA’s General Counsel, his or her own counsel, or the Office of the Attorney General for guidance prior to engaging in such conduct.


 

 

 

 

II.        ANTITRUST COMPLIANCE POLICY AND CODE OF CONDUCT

 

The Connecticut Chiropractic Association (the CCA) is a not-for-profit organization.  The CCA 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 or potential members. Rather it serves as a forum for a free and open discussion of diverse opinions without in any way attempting to encourage or sanction any particular business practice.

 

The CCA provides a forum for exchange of ideas in a variety of settings including its annual meeting/membership  meeting, educational  programs,  committee  meetings, and Board meetings.  The Board of Directors recognizes the possibility that the Association and its activities could be viewed by some as an opportunity for anti-competitive conduct. Therefore, this policy statement clearly and unequivocally supports the policy of competition served by the antitrust laws and to communicate the Association's uncompromising policy to comply strictly in all respects with those laws.   These laws prohibit activities that illegally restrain or reduce competition, control prices, allocate markets, or result in boycotts, specifically with respect to activities, negotiations and interactions with competitors and/or payers.  In addition, the OAG’s Stipulated Judgment and Release and the FTCs Consent Agreement prohibit specific conduct by, between and among the CCA, its officers, directors, members, employees, representatives and agents, which could lead to or constitute an antitrust violation.

 

While recognizing the importance of the principle of competition served by the antitrust laws, the Association also recognizes the severity of the potential penalties that might be imposed on not only the Association but its members as well in the event that certain conduct is found to violate the antitrust laws.  Should the Association or its members be involved in any violation of federal/state antitrust laws, such violation can involve both civil and criminal penalties that may include imprisonment for up to 3 years as well as fines up to $350,000 for individuals and up to $10,000,000 for the Association In addition, damage claims awarded to governmental agencies and or private parties to a civil suit may be tripled for antitrust violations, and attorneys fees are also available to a successful claimant. Given the severity of such penalties, the Board intends to take all necessary and proper measures to ensure that violations of the antitrust laws do not occur.

 

The following legal standards, code of conduct and guidelines are intended to ensure the CCA’s strict adherence with the federal and state antitrust laws, the OAG’s Stipulated Judgment and Release and the FTCs Consent Agreement, and to assist the CCA with our compliance with these important laws and pronouncements.

 

A.       Legal Standards Applicable to Antitrust Compliance

 

The following legal standards will be observed relative to compliance with the antitrust laws:

 

1 No  CCA  officer,  director,  employee,  representative  or  agent  may,  directly  or indirectly, or through any corporate or other device, in connection with the provision of chiropractic services:

 

a.   Enter into, adhere to, participate in, maintain, organize, implement, enforce or otherwise  facilitate  any  combination,  conspiracy,  agreement,  or  understanding


 

 

 

between or among any chiropractors with respect to the provision of chiropractic services:

 

i.    to  negotiate  on  behalf  of  any  chiropractor  with  any  payer regarding any term, condition, or requirement upon which any chiropractor deals, or is willing to deal, with any payer, including, but not limited to, price terms; or

ii. to deal, refuse to deal, or threaten to refuse to deal with any payer. b.  Request, propose, urge, advise, recommend, advocate, or attempt to persuade in

any way any chiropractor to deal or not deal with a payer, or accept or not accept

the terms and conditions, including, but not limited to, price terms, on which the chiropractor is willing to deal with a payer;

 

c.   Exchange or facilitate in any manner  the exchange  or transfer of information among  chiropractors  concerning  any chiropractor’s  willingness  to deal  with  a payer, or the terms or conditions, including price terms, on which the chiropractor is willing to deal with a payer;

 

d.  Organize, sponsor, facilitate or participate in any meeting or discussion that the CCA   expect or  reasonabl should   expect   wil facilitate   communications concerning one or more chiropractors’ intentions or decisions with respect to entering  into,  refusin to  enter  into,  threatening  to  refuse  to  enter  into, participating in, threatening to withdraw from, or withdrawing from any existing or proposed participation agreement;

 

e.   Continue a formal or informal meeting that the CCA expects or reasonably should expect will facilitate communications concerning one or more chiropractors’ intentions or decisions with respect to entering into, refusing to enter into, threatening to refuse to enter into, participating in, threatening to withdraw from, or withdrawing from any existing or proposed participation agreement;

 

f Continue a formal or informal meeting of chiropractors after any person makes any statement concerning one or more chiropractors’ intentions or decisions, that if agreed would violate the OAGs Stip ulated Judgment and Release and/or the FTCs Consent Agreement, unless the CCA immediately ejects such person from the meeting;

 

g.  Continue  a formal  or informal  meeting where  the CCA knows  or reasonably should  know that two or more personare communicating  concerning one or more chiropractors’ intentions or decisions with respect to entering into, refusing to enter into, threatening to refuse to enter into, participating in, threatening to withdraw  from,  or  withdrawing  from  any  existing  or  proposed  participa tion agreement;

 

h.  Attempt to engage in any action prohibited by the OAG’ Stipulated Judgment and Release and/or the FTCs Consent Agreement; and/or


 

 

 

 

i.     Encourage, suggest, advise, pressure, induce, or attempt to induce any person to engage in any action that, if taken by the CCA, would be prohibited by the OAG’s Stipulated Judgment and Release and/or the FTCs Consent Agreement.

 

B.         Officer, Director, Member, Employee, Representative and Agent Obligations

Relating to Antitrust Compliance

 

1.         Mandatory Compliance with Laws

 

Compliance with and promotion of strict adherence to the federal and state antitrust laws , the OAG’s Stipulated Judgment and Release and the FTCs Consent Agreement is a condition of membership, appointment, employment, association or af filiation with the CCA.  All officers, directors, members, employees, representatives and agents shall be required to review and sign the CCA Antitrust Policy and Code of Conduct (See APPENDIX C)

 

In addition, both the OAGs Stipulated Judgment and Release and the FTCs Consent Agreement contain specific provisions governing the conduct of meetings, and the obligation of the CCA to eject persons from meetings and/or terminate meetings under certain circumstances. You must familiarize yourself thoroughly with the requirements of the OAG’s Stipulated Judgment and Release and the FTCs Consent Agreement. (See APPENDICES A and B and visit the CCA website for detailed and current advisories on the topic of antitrust:  http://www.ctchiro.com.

 

Certain activities of the Association and its members are deemed protected from antitrust laws under the First Amendment right to petition government. The antitrust exemption for these activities, referred to as the Noerr-Pennington Doctrine, protects ethical and proper actions or discussions by members designed to influence: 1) legislation at the national, state, or local level; 2) regulatory or policy-making activities (as opposed to commercial  activities)  of  a  governmental  body;  or  3)  decisions  of  judicial  bodies. However, the exemption does not protect actions constituting a "sham" to cover anticompetitive conduct. At all committees, educational meetings, or other business meetings  othe  CCA,  speakers  and  participants  will  be  informed  about  the  CCA’s Antitrust Policy through the CCA’s Antitrust Statement, attached as APPENDIX D.

 

CCA, its officers, directors, employees, representatives and agents shall establish and maintain an antitrust training and education program (the CCA Antitrust Training and Education Program), completion of which shall be required for all officers, directors, members,  employees,  representatives  and  agents  of  the  CCA.     Such  training  and education  program  shall  cover  compliance  with  federal  and  state  antitr ust  laws,  the OAG’s Stipulated Judgment and Release and the FTCs Consent Agreement, in addition to   all   pertinen regulator pronouncements   relativ to   antitrust   complianc and enforcement.  A copy of the CCA Antitrust Training and Education Program is attached as APPENDIX E , as same may be amended, from time to time.


 

 

 

2.         Prohibited Conduct

 

No officer, director, member, employee, representative or agent of the CCA has any authority to act contrary to the provisions of the OAG’s Stipulated Judgment and Release, the FTCs Consent Agreement, the antitrust laws or CCA’s standards of conduct or to authorize, direct or condone violations by any other officer, director, member, employee, representative or agent.  Any officer, director, member, employee, representative or agent who violates these laws and/or regulations not only risks individual indictment, criminal prosecution and penalties, civil actions for damages and penalties and administrative sanctions, but also may subject CCA to the same risks and penalties.  Any CCA officer, director, member,  employee, representative  or agent who violates these laws may be subject to immediate termination of his or her membership, appointment, employment, association or affiliation with the CCA.

 

3.         Examples of  Prohibited Conduct

 

Examples of activities and conduct which potentially could run afoul of the antitrust laws include arrangements or agreements by, between and among chiropractors to boycott or refuse to deal with managed care organizations or other third-party payers; to allocate patients, markets or territories; or joint restriction of advertising or marketing efforts.

 

 

a.

The association or any committee, district, or activity of the Association shall not be used for the purpose of bringing about or attempting to bring about any

 

understanding or agreement, written or oral, formal or informal, expressed or

 

implied, among two or more members or other competitors with regard to prices or terms and conditions of contracts for services or products. Therefore,

 

discussions and exchanges of information about such topics will not be permitted at Association meetings or other activities.

 

b.

 

There will be no discussions discouraging or withholding patronage or services from, or encouraging exclusive dealing with any supplier or purchaser or group of

 

suppliers or purchasers of products or services, any actual or potential competitor or group of actual potential competitors, or any private or governmental entity.

 

c.

 

There will be no discussions about allocating or dividing geographic or service

 

markets or customers.

 

d.

 

There will be no discussions about discouraging entry into or competition in any

 

 

segment of the marketplace.

 

4.

 

 

Reporting Suspected or Known Violations

 

CCA and its officers, directors, members, employees, representatives and agents shall not knowingly and willfully make or cause to be made any false statement or representation of material fact in any report to a governmental agency with respect to CCA’s antitrust compliance activities.


 

 

 

Any officer, director, member, employee, representative or agent of the CCA who has knowledge  of  activities  that  he  or  she  believes  may  violate  the  OAG’s  Stipulated Judgment and Release, the FTCs Consent Agreement, antitrust laws, or the CCA’s Antitrust Compliance Policy or Code of Conduct, should consider, upon becoming aware of such activities, promptly report ing the matter to the CCA’s Executive Director, the CCAs Compliance Officer, the CCA’s General Counsel or the Office of the Attorney General,  Assistant  Attorney General  Michael  Cole, Chief, Antitrust  Department,  55

Elm Street, Hartford, CT 06106 at (860) 808-5040. Reports may be made anonymously but reporters are encouraged to identify themselves to facilitate follow up investigation and substantiation of concerns.  Reporters will not be penalized, sanctioned or retaliated against in any way.

 

5.         Antitrust Compliance Program Notifications, Education, Training and

Record-Keeping Activities

 

a.   Speakers/Exhibitor at  committee  meetings,  educational   meetings,   or  other business meetings of the Association shall be informed that they must comply with the Association's antitrust policy in the preparation and the presentation of their remarks. Meetings will follow a written agenda approved in advance by the Association or its legal counsel. The appropriate CCA Antitrust Statement (APPENDIX D) will be presented at the commencement of each such meeting. All attendees at such meetings shall be required to sign-in on the CCA Attendance Sign-in Sheet (APPENDIX F).

 

b.  CCA  shall  conduct  regular  education  and  training  sessions  for  all  officers, directors, members, employees, representatives and agents as necessary to keep them  informed  of  the  current  federal  and  state  antitrust  laws,  the  OAG’s Stipulated Judgment and Release and the FTCs Consent Agreement, and in accordance with Section      of the CCA’s Compliance Program.

 

c.  CCA shall maintain proper records of its compliance with the federal and state antitrust laws and as required by the OAG’s Stipulated Judgment and Release and


the FTCs Consent Agreement, and in accordance with Section

Compliance Program.

 

6.       Privileged Communications with CCA’s General Counsel


of the CCA’s


 

Whenever an officer, director, member, employee, representative or agent of the CCA is seeking legal advice concerning the CCA or its operations and activities, he or she may address any communications concerning such advice directly to the CCA’s General Counsel: Attorney Mary Alice Moore Leonhardt, 67 Russ Street, Hartford, CT 06106, (860) 727-8874. Please be aware that copying and/or forwarding the communication to anyone who is not a director, officer, or employee of the CCA may result in a waiver of any attorney-client privilege.


 

 

 

III.        ENFORCEMENT OF ANTITRUST COMPLIANCE POLICY AND CODE OF CONDUCT

 

CCA intends to consistently adhere to and enforce its Antitrust Compliance Policy and Code of Conduct   throug appropriate   monitorin an auditin system implemente to   detect misconduct. Upon detection of a violation or suspected violation, CCA will take all reasonable steps  trespond  appropriately  and  prevent  further  violations,  including  modifications  to  its policies.  Failure to make such reports of known violations, failure to detect violations due to neglectful conduct or reckless indifference to the CCA’s Antitrust Compliance Policy and Code of Conduct, and the making of false reports of antitrust policy violations or misconduct against others shall constitute violations of the CCA’s Antitrust Compliance Policy and Code of Conduct and may lead to disciplinary action, including but not limited to termination of membership, appointment, employment, association or affiliation with the CCA.  The appropriate form of discipline shall be case specific.

 

IV.        ANTITRUST COMPLIANCE COMMITTEE / COMPLIANCE OFFICER A. The Compliance Committee

This Antitrust Compliance Program shall be implemented under the guidance and supervision of the Antitrust Compliance Committee established by the CCA’s Board of Directors which shall oversee compliance efforts for CCA.

 

1.         Members

 

The members of the Antitrust Compliance Committee are:

 

a.          The Antitrust Compliance Officer;

b.          Executive Director;

c.          Board Member;

d.          Board Member; and e.             Board Member.

 

2.         Meetings

 

The Antitrust Compliance Committee shall meet bi-monthly on the [DATE] of every other month, or as otherwise scheduled The bi-monthly meeting may be held on a different date provided the Antitrust Compliance Officer provides at least three (3) days prior notice to each member.

 

 

3.         Duties

 

The Antitrust Compliance Committee is responsible for reviewing the CCA’s antitrust compliance on an on-going basis, including but not limited to CCA’s compliance with the antitrust laws, the OAG’s Stipulated Judgment and Release and the FTCs Consent Agreement.   It also addresses policy questions arising in connection with the CCA’s Antitrust   Compliance   Policy  and  Code  of  Conduct.   It  may  propose   and  direct


 

 

 

modifications to the Policy and Code of Conduct.  The Antitrust Compliance Committee is charged with annually reviewing the Antitrust Compliance Policy and Code of Conduct to determine its effectiveness.

 

B.         The Antitrust Compliance Officer

 

The Antitrust Compliance Officer shall be a member of the Board of Directors, reporting to the

Officers of the CCA.

 

1.         Chair of Committee

 

The Antitrust Compliance Officer shall chair the Antitrust Compliance Committee.  The CCA’s General Counsel shall assist and/or attend such meetings as requested by the Antitrust Compliance Officer.

 

2.         Duties of the Antitrust Compliance Officer

 

The Antitrust Compliance Officer will oversee and supervise the managerial and administrative  tasks  involved  in  establishing,  monitoring,  and  updating  the  CCA’s Antitrust Compliance Program.  The Antitrust Compliance Officer shall:

 

a.          Supervise the implementation of this Antitrust Compliance Program and

Code of Conduct;

 

b.         Assist,  as  necessary,  the  CCAs  Executive  Director  to  establish  and operate educational programs in accordance with Section 2.B.5 of this Antitrust Compliance Program by (1) disseminating educational materials related to antitrust compliance practices, (2) educating and training new and future officers, directors, members, employees, representatives and agents  regarding  antitrust  compliance  and  thCCA’s  Antitrust Compliance  Policy and C ode of Conduct  generally,  (3) in conjunction with the approval of the Antitrust Compliance Committee, regularly reviewing and revising all Antitrust Compliance Program-related educational materials to reflect changes in antitrust law requirements, and notifying  officers,  directors,  employees,  members,  representatives  and agents of such changes, and (4) collecting, retaining and reporting educational program attendance records;

 

c.         Assist, as necessary, the CCAs Executive Director with notifying CCA’s officers, directors, members, employees, representatives and agents of applicable compliance standards, and oversee the training and education of all officers, directors, members, employees, representatives and agents involved in the CCA’s antitrust compliance activities;

 

d.          Supervise and evaluate monitoring and auditing procedures;


 

 

 

e.          Implement  and  oversee  a Hotline/Helpline  in  accordance  with  Section

VII.B.1 of this Compliance Program;

 

f.         Investigate suspected intentional and accidental misconduct and assis t the Executive Director, Antitrust Compliance Officer and/or CCAs General Counsel with investigations conducted in accordance with Section VIII of this Antitrust Compliance Program;

 

g.         Investigate complaints and reports of suspected non-compliance received by the Hotline/Helpline or other means;

 

h.       Establish and maintain open lines of communication with the CCA’s administrative personnel to ensure effective and efficient compliance policies and procedures;

 

i.           Compile Antitrust Compliance policies and procedures, coordinate these policies and procedures, and develop new policies and procedures (which shall be standardized, except to the extent that customized policies and procedures are required);

 

j.           Periodically update and modify the Antitrust Compliance Program and the

Antitrust Compliance Policy and the Code of Conduct;

 

k.         Prepare  quarterly  compliance  reports  and  an  Annual  Report  to  the Antitrust Compliance Committee as requested The Annual Report shall describe the general compliance efforts undertaken during the preceding year and identify any changes necessary to improve the Antitrust Compliance Program;

 

l.           Assist  the  Executive  Director  and  other  administrative  personnel  to require, as appropriate, external contractors and vendors to comply with the terms and conditions of the Antitrust Compliance Program; and

 

m.        Assist the Executive Director to ensure that reports to regulatory agencies are handled properly and in accordance with applicable laws, the OAGs Stipulated Judgment and Release and the FTCs Consent Agreement.

 

V.        TRAINING AND EDUCATION PROGRAMS

 

A.         Dissemination  of  Antitrust  Documents  to  CCA’s  Officers,  Directors,  Members, Employees, Representatives and Agents

 

All  CCA  officers,  directors,  members,  employees,  representatives  and  agents  shall receive copies of the Antitrust Compliance Program documents and all other information necessary to ensure compliance with the CCAs Antitrust Compliance Program, Antitrust Compliance Policy and Code of Conduct. New officers, directors, members, employees, representatives and agents of CCA shall receive copies of the Antitrust Compliance Program documents and commence initial training in compliance policies within two (2)


 

 

 

weeks after beginning asso

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