© FOLEY & LARDNER LLP 2005 WHEN PRINTING IN BLACK & WHITE: Go to the TITLE MASTER SLIDE, delete the logo and place this logo on the slide. Ten Simple Rules That Everyone Should Know About Antitrust Law David Simon May 2, 2005

© FOLEY & LARDNER LLP 2005 WHEN PRINTING IN BLACK & WHITE: Go to the MASTER SLIDE, delete the logo and place this logo on the slide. #10 DO NOT DISCUSS PRICES, PLANNED PRICE INCREASES OR CUSTOMER ORDERS WITH COMPETITORS. Price fixing is per se illegal. Bid rigging is per se illegal. Allocation of customers is per se illegal.

© FOLEY & LARDNER LLP 2005 WHEN PRINTING IN BLACK & WHITE: Go to the MASTER SLIDE, delete the logo and place this logo on the slide. #9 AGREEMENTS NOT TO COMPETE CAN BE ILLEGAL EVEN IF THEY ARE NOT TRADITIONAL PRICE FIXING OR BID RIGGING AGREEMENTS. –Agreements not to compete as to inputs or quality –Agreements not to compete as to services offered –Agreements not to offer certain products to certain customers

© FOLEY & LARDNER LLP 2005 WHEN PRINTING IN BLACK & WHITE: Go to the MASTER SLIDE, delete the logo and place this logo on the slide. #8ON THE ANTITRUST WHEEL OF FORTUNE, BOTH HUB AND SPOKE ARE BLAMED FOR THE FLAT. –Hub can have a vertical relationship with each supplier. –Hub can be an “agent” or trade association to which the competitors belong.

© FOLEY & LARDNER LLP 2005 WHEN PRINTING IN BLACK & WHITE: Go to the MASTER SLIDE, delete the logo and place this logo on the slide. #7 THE THREE WORST WORDS AN ANTITRUST DEFENDANT CAN HEAR: “PACK YOUR TOOTHBRUSH.” –DOJ Antitrust Division Obtained More than $450 million in fines from 11 companies in 2004 –At least 20 individuals were indicted on price fixing charges –Congress significantly increased penalties in 2004 to up to $100 million fine for a corporation and up to $1 million fine plus 10 years in prison for an individual

© FOLEY & LARDNER LLP 2005 WHEN PRINTING IN BLACK & WHITE: Go to the MASTER SLIDE, delete the logo and place this logo on the slide. #6WHEN IT COMES TO RELATIONSHIPS, THE ANTITRUST LAWS VIEW VERTICAL AS GOOD AND HORIZONTAL AS BAD. –Something of an exaggeration, but horizontal relationships are viewed suspiciously by antitrust authorities and need to be reviewed carefully. –Many joint ventures can be pro-competitive –Some ventures may require firewalls or the use of third parties for review of sensitive data

© FOLEY & LARDNER LLP 2005 WHEN PRINTING IN BLACK & WHITE: Go to the MASTER SLIDE, delete the logo and place this logo on the slide. #5 YOU SHOULD BE NERVOUS ABOUT TRADE ASSOCIATION MEETINGS AND ACTIVITIES. Trade associations can create a number of pro-competitive benefits. “Friendly” settings create opportunities for conversations on pricing, bids, and customers Risk that a standard set by association blocks new entry

© FOLEY & LARDNER LLP 2005 WHEN PRINTING IN BLACK & WHITE: Go to the MASTER SLIDE, delete the logo and place this logo on the slide. #4 ROBINSON-PATMAN IS ALIVE, WELL AND LIVING IN LITTLE ROCK. –Your company does not select where it will be sued – plaintiffs select the courthouse. –The federal system of appellate courts can result in different legal standards in different parts of the country.

© FOLEY & LARDNER LLP 2005 WHEN PRINTING IN BLACK & WHITE: Go to the MASTER SLIDE, delete the logo and place this logo on the slide. #3YOU SHOULD WONDER ABOUT HOW THOSE MEMOS YOU WRITE WILL BE UNDERSTOOD BY A JURY. –Antitrust trials are heard by juries –Jurors may not understand much of what the economists and lawyers say, but they can understand the “smoking gun” documents and draw their conclusions accordingly.

© FOLEY & LARDNER LLP 2005 WHEN PRINTING IN BLACK & WHITE: Go to the MASTER SLIDE, delete the logo and place this logo on the slide. #2PROSECUTORS AND PLAINTIFFS’ LAWYERS LOVE S. –Requests to produce all e- mails have become a routine part of criminal antitrust cases and civil litigation. –Subpoenas sent to others (i.e., recipients) –New cottage industry in electronic file retrieval

© FOLEY & LARDNER LLP 2005 WHEN PRINTING IN BLACK & WHITE: Go to the MASTER SLIDE, delete the logo and place this logo on the slide. #1WHEN IN DOUBT, CHECK WITH AN EXPERT –Consult your company’s antitrust compliance policy for guidance –Consult counsel if you have any doubt

© FOLEY & LARDNER LLP 2005 WHEN PRINTING IN BLACK & WHITE: Go to the TITLE MASTER SLIDE, delete the logo and place this logo on the slide. Thank You David W. Simon Foley & Lardner LLP (414)