Antitrust Compliance in Action

• Author: Cyrus V. Anderson
• Published date: 01 December 1975
• Date: 01 December 1975
• DOI: http://doi.org/10.1177/0003603X7502000403
• Subject Matter: Article

ANTITRUST

COMPLIANCE IN ACTION

by

CYRUS

V.

ANDERSON-

1.

PRELIMINARY

During

my association with

PPG

Industries, Inc. since

the end of

World

War

II,

I have

had

considerable dealings

with the subject of

antitrust

compliance. Indeed, as I shall

develop

later

in these remarks, in the

late

1940's my company

found

itself

in the somewhat unenviable position of having

to serve as a pathfinder in this

important

area

of activity.

As a result, in the intervening

years

Ihave

participated

in

a

number

of

gatherings

such as this

and

lectured on the sub-

ject, including

participation

in the

First

Annual Corporate In-

stitute

which was held here

thirteen

years

ago.'

Before

that,

in the

prior

ten-year period, I spoke frequently about

anti

trust

compliance

at

various

Practising

Law

Institute

pro-

grams-

and

elsewhere. Be

that

as it may, I find

that

the rudi-

ments of

antitrust

compliance have changed little in the

twenty-three

years

Ihave lectured on the subject outside of

my company."

During

the course of these remarks,

it

will be

apparent

to you, however,

that

the need

for

antitrust

compli-

ance

has

increased substantially

during

that

period;

more-

EDITOR'S

NOTE:

This

paper

was initially

prepared

for the 14th An-

nual

Corporate Counsel

Institute

held at Northwestern University

Law School. The eminence of the author in the field of

antitrust,

his

extensive experience with the subject of corporate compliance pro-

grams

and

the

quality

of this

paper

have encouraged the editors to

make one of their

rare

exceptions to

reprinting

addresses other

than

symposia.

• Vice President, Law,

PPG

Industries,

Pittsburgh,

Pa.

ISee Anderson, Effective

Antitrust

Compliance Programs and

Procedures

(An

Outline), 18 Bus. Law 739 (1963).

2The theme of the first

PLI

program at which Ispoke was

Your

Pricing Problems

and

the

Antitrust

Laws, New York City, Decem-

ber 6, 1952.

a

For

that

reason, certain material used in

prior

addresses also

appears

here.

731

732

THE

ANTITRUST

BULLETIN

over, recent developments portend an even

greater

need for

compliance in the future.

It

should be emphasized

at

the outset

that

antitrust

com-

pliance as such is not a lawyer's function. As one commen-

tator

has observed:

Compliance is basically not a lawyer's function. At-

torneys can devise a sound program, can explain the law,

can check on compliance, and can even preach the gospel

of compliance. However, all of this is of no avail unless

businessmen want to comply.

Stated

differently, lawyers

cannot help clients who

are

unwilling to help themselves."

Rather,

antitrust

compliance is a function of management.

Bluntly stated, this means

that

any company's policy con-

cerning

antitrust

compliance

starts

with its chief executive

officer

and funnels down the line. There is strong support

for

that

view.

Compliance with

antitrust

laws is a management re-

sponsibility. Employees

at

all levels

are

responsible not

only

for

their own actions but for those of employees

under them. (Exxon Corp.)"

And, in the words of the

late

MarkW.

Cresap,

Jr.

(then

President of Westinghouse Electric Corporation) :

As a consequence of the Philadelphia cases, we have

embarked on a series of measures, as meaningful as we

can make them, to assure

that

nothing like this ever hap-

pens

at

Westinghouse in the future. We recognize, too,

that

strong

policy directives, extensive educational pro-

grams, certificates

and

affidavits of compliance,

and

strict

internal legal inspection,

are

not enough.

It

is essential,

in plain words, that the head man impress on the organi-

4. Withrow, Antit"ust Compliance Programs, 19 Record of N.Y.

C.B.A. 151, 158-9 (1964).

II Exxon Corporation, Antitrust Guide 1975, Foreward.