Automotive Experience Alliance (“AEA”)

The Automotive Experience Alliance (“AEA”) has adopted the following guidelines to facilitate compliance with the antitrust laws in conducting AEA activities.

Participation Must Be Voluntary. Participation in AEA and all AEA activities must be voluntary, and each member must decide on its own whether participation in AEA or in any AEA activity is in its independent interest. 

Meetings: Written Agenda; Role of Chairperson and Counsel; Written Minutes. Each AEA meeting will be conducted pursuant to a written agenda that is distributed in advance of the meeting, and the AEA Chairman, in consultation with counsel when appropriate, will determine whether counsel should review the agenda in advance, whether specific legal guidance should be provided for the meeting, and whether counsel should attend the meeting. The Chairperson of every AEA meeting will ensure that discussion follows the agenda. Matters outside of the scope of the agenda should not be discussed without the approval of the Chairperson and counsel (if present). If necessary, the Chairperson and counsel (if present) will redirect, limit, or stop discussion to ensure compliance with these guidelines.

Subjects of Discussion at AEA meetings. As a general matter, the antitrust laws prohibit competitors from agreeing on the prices they will charge, the products they will offer, the customers they will serve, and the markets in which they will compete. 

Therefore, AEA directors, officers, staff, and committee members should observe the following specific antitrust guidelines: 

Avoid Price Fixing, Limiting Competition. Avoid making any statement or attending any discussion that could be construed as encouraging an agreement among dealers to limit price competition, including regarding price ranges, discounts, or price advertising. Avoid discussing other terms and conditions of sale or distribution that might directly or indirectly affect prices. Avoid discussions on dealer operations, such as limiting operating hours and sales areas. Avoid discussing potential agreements among dealers to not hire away each other’s employees or to limit employees’ pay or hours to certain levels. 

Avoid Boycotts. Avoid discussions that could be construed as encouraging an agreement among dealers to take collective commercial action in retaliation against manufacturers or to not do business with third-party businesses. Avoid discussions that could be construed as putting pressure on manufacturers or other industry parties to not do business with third-party businesses.

Permissible Legislative, Regulatory, or Judicial Action. Discussing the possibility of instituting litigation or proposing regulatory action or legislation, even to address competitive matters, is usually safe but should not be used as a pretext for engaging in prohibited communications such as those set forth above.  

“Rump” Meetings. There should be no informal, secret, or “rump” meetings in which some or all AEA members discuss business matters “off the record.”

Questions, Concerns. Questions or concerns about these guidelines or about any AEA meeting, discussion, or activity should be directed to AEA’s Chairman Kevin Mazzucola  ([email protected]) and/or to the AEA member’s own counsel.

Adopted September 23, 2024