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Aduna Antitrust Compliance Policy

1. Policy Overview

Aduna Global Holdings LLC (“Aduna”) is an organization established to accelerate network API deployment and development of digital infrastructure based on telecommunications networks through aggregation and distribution of APIs. Aduna is open to communications service providers (CSPs) and others in the telecommunications ecosystem. 

It is the policy of Aduna that all of its business dealings are carried out in full compliance with applicable antitrust laws. Aduna is committed to ensuring that the antitrust compliance rules set forth through this Policy are adhered to and to implementing procedures to educate and monitor compliance with this Policy.

Anyone working on behalf of Aduna—including all employees, contractors, consultants, members of the Board of Managers, and members of any Board committees—must conduct all business dealings in accordance with any applicable antitrust laws.

2. Relevant Antitrust Principles & Risks for Aduna

Antitrust laws in the United States and around the world prohibit independent companies from entering into agreements or understandings that unreasonably or unnecessarily restrict competition. The concern that underpins the adoption of antitrust laws is the possibility that agreements between competitors on prices, production volumes, territories, commercial relationships with customers or suppliers, or other dimensions of competition can lead to increased prices or lower quality products or services for consumers.

The process of aggregating network APIs owned by independent CSPs necessarily entails interactions between Aduna representatives and CSP representatives, and interactions between representatives of competing CSPs (including in connection with CSP involvement on Aduna’s Board or committees).

Aduna has adopted policies to ensure that these interactions do not lead to impermissible agreements in violation of the antitrust laws or invite suspicions that Aduna-related interactions are pursued in furtherance of any such impermissible agreement.

3. Compliance Policies

 

a. Preventing exchange of commercially sensitive information

Commercially sensitive information (CSI) refers to confidential information of one party which, if disclosed to or accessed by another party, has the potential to (1) change competitive market behavior of either party or other market participants; or (2) reduce uncertainty on the current or future commercial strategy of either party or other market participants. Because CSPs remain actual or potential competitors of one another in other markets outside of their involvement in Aduna’s activities, they must avoid any disclosure or exchange of CSI concerning their businesses or activities with one another, including using Aduna as the vehicle to do so.

In connection with their involvement in any Aduna activities, CSP representatives must not exchange or reach agreements regarding CSI, including (but not limited to) any of the following:

  • Commercial Partners: details on specific commercial partners, commercial partner contracts, status of negotiations with current or potential commercial partners, or other specific information or plans concerning a CSPs commercial relationships;
  • Customers: details on specific customers, customer contracts containing CSI, customer lists, status of negotiations with current or potential customers, or, other specific customer information or plans;
  • Pricing & Costs: prices, pricing policies (including discounts or rebates), pricing formulas, pricing plans, margins, profitability, fee schedules or costs;
  • Employees: specific salary, bonus, or benefits information for senior & key staff; and
  • Business Plans & Strategies: details on or any actual non-public business plans or commercial strategies (including new products or services, market or expansion plans, marketing plans, R&D, innovations, new technologies), budgets, plans to reduce or expand output, or bids or bidding intentions.

Aduna shall ensure that, in its communications and interactions with CSPs, it does not serve as a conduit for the exchange of CSI among CSPs. This Policy (and any protocols adopted by Aduna to implement this Policy) does not prohibit bilateral communications and agreements between Aduna and any individual CSP concerning (a) the terms on which the CSP makes its APIs available to Aduna for aggregation with other CSPs’ APIs and distribution to customers or (b) the terms on which Aduna might provide aggregated APIs to any CSP in its capacity as a customer of Aduna. But under this Policy (and Aduna’s protocols implementing this Policy), Aduna shall not (i) share with any CSP the terms on which other CSPs make their APIs available to Aduna or (ii) share the terms on which Aduna makes aggregated APIs available to customers with any representatives of any CSP involved in any venture or organization that competes or seeks to compete with Aduna in the aggregation of APIs and distribution of aggregated APIs.

b. Conduct of Board and Committee Meetings Involving Representatives of Communication Service Providers

All meetings of the Board of Directors or respective committees, other than executive session meetings involving only Directors, attended by representatives of multiple CSPs will be observed by counsel and start with a reminder of the importance of compliance with the antitrust laws and this Policy. Before any such meeting, Aduna will share an agenda, reviewed in advance by counsel, which participants will adhere to during the meeting. Aduna will prepare minutes of each meeting and circulate and invite input from attendees.

Any Aduna employee meeting with representatives of multiple CSPs will receive training prior to any such meeting on antitrust law and relevant Aduna policies, including the need to exit any meeting if inappropriate information is exchanged and raise concerns to Aduna’s legal and compliance teams.

 

4. Antitrust Training

Aduna management and employees dealing with CSI will receive risk-based antitrust training
regularly to ensure adequate compliance with this Policy and the antitrust laws.