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Vendor Relations FAQ
November 2007

Policies

Does AALL have any policies that cover acceptance of donations from vendors?

Yes, donations are covered under AALL's Policy on Collaborative Activities and Joint Agreements. Particularly relevant is the following section (emphasis added):

Gifts and Contributions

Definition. Gifts and contributions may involve financial resources or other non-monetary support for an Association activity. These donations are accepted with the mutual understanding that they involve no grant of control or influence over the content of the activity to the donor.

AALL also has a statement of Ethical Principles. The section on Business Relationships says:

We promote fair and ethical trade practices.

We have a duty to avoid situations in which personal interests might be served or significant benefits gained at the expense of library users, colleagues, or our employing institutions.

We strive to obtain the maximum value for our institutions' fiscal resources, while at the same time making judicious, analytical, and rational use of our institutions' information resources.

Is there a way to ensure that AALL Executive Board members don't have a conflict of interest?

All board members; the Washington affairs representative; and members of the Committee on Relations with Information Vendors, the Government Relations Committee, and the Copyright Committee must annually sign a Disclosure of Potential Conflicts of Interest Form.

AALL and Antitrust

How does antitrust affect AALL's activities?

Some decisions, which may have had the appearance of being based on concern about vendor reaction, have in fact been made on the basis of advice from AALL's legal counsel. As an association, AALL is subject to the principles of federal and state antitrust law (primarily the Sherman Antitrust Act, which prohibits collective action in restraint of trade). The most significant area of antitrust concern for associations is price-fixing. Price-fixing in the association context is broadly construed to include any concerted effort or action that has an effect on prices, terms or conditions of trade, or on competition.

Accordingly, AALL cannot sanction programming, publications, or other communications that may provide the basis for an inference that members agreed to take any action relating to prices, services, production, allocation of markets, boycotts, refusals to deal, or any other matter having a market effect. AALL is responsible for statements made by speakers at our programs and in articles in our publications.

While this concern for antitrust may seem ironic and frustrating in the face of the shrinking competition among legal information vendors, and some might argue that the advice goes too far, the AALL leadership feels that simply ignoring the AALL legal counsel's advice would be irresponsible and would violate their fiduciary duties to the AALL membership. However, the AALL Executive Board is exploring ways to balance the legal advice it receives with AALL's mission and purpose in order to find ways to most effectively represent the needs of the membership.

AALL Price Index for Legal Publications

Why doesn't AALL make Thomson West respond to the Price Index survey?

The Executive Board really does not know how it can "make" any vendor disclose prices. AALL encourages vendors to disclose their prices (Guide to Fair Business Practices for Legal Publishers, Principle #2).The Price Index Committee and the board encourage all major legal information vendors to supply their prices. This year a stronger appeal will be made, if necessary, to encourage West to provide prices, but it is up to the management of Thomson West to decide whether or not to cooperate.

Why doesn't the Price Index include member-contributed West prices, like it used to?

Prices that are in versions of the index prior to 2005 contain prices that were contributed by members, but these are not verifiable. The Executive Board was concerned about the reliability of this information. Therefore, prior to issuance of the 2005 index, the board decided to include only prices that were provided by the publishers themselves.

Conflicts with Large Vendor Events at the Annual Meeting

Why doesn't AALL allow anything to compete with big vendor social events?

Actually, it does. The only "no conflict" times on our schedule are for the Opening General Session, the Business Meeting, and three hours (one hour each day) for Exhibit Hall breaks. The Exhibit Hall breaks are intended to give members an opportunity to visit the Exhibit Hall without being forced to choose between exhibits and programs. These times in the Exhibit Hall were also used this year for making some of our awards, for our "meet the candidates" forum, and for prize drawings for prizes that are provided by AALL (not by vendors).

A problem came up this year in New Orleans involving the Foreign, Comparative, and International Law Special Interest Section (FCIL-SIS) reception, which was sponsored by Thomson West, and the Thomson West party. The time of the FCIL-SIS reception was changed at the request of Thomson West in order to avoid conflict with its party. This was a misunderstanding. The executive director has investigated and determined that some staff mistakenly thought that since the event was Thomson West-sponsored, Thomson West could pick the time. This is not AALL policy. The executive director has made this clear to the staff and has assured the president that this won't happen again.

Note: The Opening Event, which is currently being sponsored by LexisNexis, differs from the Thomson West party in that the Opening Event is an official AALL activity, which is included for all attendees as part of their registration. The Thomson West event is a private party.

Annual Meeting Programs

Did AALL censor a program at the Annual Meeting?

In spring 2007, the State, Court, and County Law Libraries Special Interest Section (SCCLL-SIS) submitted for the 2007 Annual Meeting program book a description of a program it planned to hold concerning legal publishing. The description mentioned boycotts as one of the possible actions AALL members might take to deal with rising prices. The AALL attorney reviewed the program descriptions and expressed considerable concern that this program might violate antitrust restrictions. Therefore, the SCCLL-SIS Board was asked to reconsider, and it canceled the program.

Publications

Did AALL censor a recent article in AALL Spectrum?

As the publisher of AALL Spectrum, AALL is legally responsible for its content. Spectrum's editorial policy states:

All submissions will be edited for clarity, grammar, and length. Whenever possible, the editorial director will contact an author to discuss questions of intention and interpretation. The AALL Spectrum's managing editor/director of publications has final discretion for specific content, form, and style of all items published in the magazine. Due to time and space considerations, along with editorial discretion, AALL Spectrum reserves the right to determine whether and when submitted material is published.

A member of the Committee on Relations with Information Vendors (CRIV) wrote a report on the 2007 Annual Meeting program A-3: "Legal Information: Globalization, Conglomerates and Competition- Monopoly or Free Market," for The CRIV Sheet, which was published in the November 2007 issue of AALL Spectrum. In accordance with the Spectrum editorial policy, several edits were proposed by staff, primarily the addition of attribution to make it clear at all times who was speaking and that the statements were the opinions of the speaker. The staff also recommended cutting the question and answer portion of the program report in order to help the November CRIV Sheet stay within the total words available for the issue as a whole.

Due to staff questions about possible antitrust issues, AALL's attorney was asked to review the article. She did have concern that some statements could be interpreted as AALL support for activities that violated antitrust rules. She was also concerned about possible inaccuracy of some statements made by the speakers and about the lack of any source information for data presented. As a result, AALL's staff and legal counsel recommended several content edits. The president discussed these with the CRIV chair and CRIV Sheet editor and determined that most of the original content should be restored.

Making any edits that might be construed as censorship was an extremely difficult decision, but it would have been irresponsible to simply ignore the advice of legal counsel. To do so would have been to violate the officers' fiduciary duty to the AALL membership. The AALL Executive Board is reviewing ways to balance the advice of our legal counsel with AALL's mission and the needs of our members.

AALL Dependence on Vendor Support

How much money does AALL receive from vendors?

A list of support received in the last year is available in the Funding from Vendors tab of the Vendor Relations page on AALLNET. This information does not include any support received by chapters, which handle vendor sponsorship independently from the national organization. Information about funding received from vendor purchase of advertising and Annual Meeting exhibit space will also be posted.

Could AALL still hold the Annual Meeting if we didn't take any vendor support?

AALL could choose to stop taking vendor donations for the Annual Meeting, but obviously this would require significantly higher costs for dues and/or registration fees, and some events would have to be canceled or require additional charges to members. There could also be an impact on chapter programs. If the national organization declined to accept donations, vendors might not feel obligated to provide them to chapters either, or alternatively, the chapters might face increased pressure from vendors looking for ways to get their marketing messages across to law librarians.

Do AALL programs besides the Annual Meeting depend on vendor sponsorship?

In fiscal 2007, 27 percent of our vendors' donations went to grants, awards, scholarships, and the Directory and Handbook, rather than to the Annual Meeting. Clearly the absence of vendor support would have an adverse impact on these programs.

Do vendors exercise too much influence over AALL?

This of course is a matter of opinion. The gifts and contributions section of our collaborative activities and joint agreements policy specifies that acceptance of donations does not provide any grant of control or influence to the donor. Our annual sponsorship brochure specifies exactly what sort of recognition vendors may receive for their contributions, and the executive director is developing some clarifications that will more clearly spell out what vendors may or may not do at sponsored events.

Prices

Why doesn't AALL do something about the prices of legal information products?

The Executive Board is exploring various possible ways to try to better educate the heads of the legal publishing industry about the severe adverse effects that prices are having on law libraries, the legal profession, and the availability of legal information to the public. The board is open to member suggestions on what AALL can do to help. However, AALL must be cautious about not advocating actions that might place it in violation of antitrust rules.

Is AALL doing anything now to help members with price increases and vendors?

It is truly our individual members' libraries, not the Association, that are the customers of the information vendors. Therefore, AALL's current emphasis is on educating and empowering members to be their own best advocates. The Committee on Relations with Information Vendors (CRIV) provides a variety of tools to help members negotiate with vendors and advocate for the interests of their libraries. The board has just passed some new guidelines to help strengthen and reinvigorate CRIV's vendor site visit program and is continuing to try to persuade all major vendors to participate in the AALL Price Index for Legal Publications.