Guidelines for Antitrust Compliance

Panorama Project participants, including OverDrive, represent the entire publishing supply chain, including publishers, libraries, booksellers, vendors, and industry associations. Many of the participants compete with each other. This means that every activity of the Panorama Project must be measured against the antitrust laws which proscribe combinations and conspiracies in restraint of trade, monopolies and attempts to monopolize, and unfair or deceptive acts or practices. These are very broad. Violations of the antitrust laws can result in injunctions, treble damage judgments, heavy fines, and even imprisonment. 

Strict compliance with the antitrust laws is the policy of the Panorama Project. The Panorama Project exercises extreme care to avoid not only violation, but anything that might raise even a suspicion of possible violation. 

An action, seemingly innocent when taken by itself, may be viewed by antitrust enforcers as part of a pattern of activity with constitutes an antitrust violation. Therefore, participants on the Panorama Project Advisory Council, committees, work groups or other similar bodies, must always remember the purpose of the Advisory Council, committee, or work group is to provide a more comprehensive view of title/author discovery, brand development, and sales outside of the library of a publication.  However, because Panorama Project activity almost always involves the cooperation of competitors, great care must be taken to assure compliance with antitrust laws.

This means:

  • Participation must be voluntary, and failure to participate shall not be used to penalize any participant.

  • No committee or activity of the Panorama Project shall be used for the purpose of bringing about, or attempting to bring about, any understanding or agreement, written or oral, formal or informal, express or implied, among and between participants to unreasonably restrain trade, including any agreement as to prices, territorial and customer allocation, or any boycotts or refusals to deal.

  • The following topics should not be discussed in meetings or communications involving personnel from participants who are actual or potential competitors:

    • prices;

    • terms or conditions of sale;

    • volume of production;

    • territories;

    • customers;

    • credit terms;

    • current or future business plans relating to any competitive issue, including sales,

    • marketing or distribution and any other matters as to which participants compete.

    • If any participant believes the Panorama Project is drifting toward impermissible discussion, the topic should be tabled until the opinion of counsel can be obtained. 

  • Meetings shall be governed by an agenda prepared in advance, and memorialized by minutes prepared after the meeting. 

  • The recommendations coming out of the Panorama Project Advisory Council, committee, or work group are just that. 

  • Individual participants remain free to make independent, competitive decisions.