Use when a company's antitrust compliance policy, competition code-of-conduct section, or training program needs a gap review — after an incident, an acquisition, a regulatory development, or as a periodic refresh — to produce a draft topic-coverage and jurisdiction-coverage matrix, training/reporting and dawn-raid gap assessments, and a drafting-suggestion list for attorney review, without attesting compliance or approving the policy.
When to use
The GC asks for a gap review of the antitrust policy after an enforcement action, dawn raid, or internal-audit finding in the company or its industry.
An acquisition or new market entry adds jurisdictions (e.g., EU or UK operations) the current policy was never written to cover.
Compliance wants to know whether the policy actually addresses trade-association contacts, benchmarking, algorithmic pricing, or labor-market (no-poach / wage-fixing) conduct.
The policy is due for a periodic refresh and counsel wants a topic-by-topic and jurisdiction-by-jurisdiction coverage map before redrafting.
Sales or HR reports the policy is unusable for their teams, and role-specific audience-fit issues need to be documented.
The board or a regulator asks what the compliance program covers, and counsel needs an inventory of training, reporting-channel, discipline, and dawn-raid provisions with gaps flagged.
Required inputs
Jurisdiction(s) the policy must cover — every country and, where relevant, state/province where the company operates and where compliance obligations apply, or [verify jurisdiction].
Business scope covered — products, geographies, sales channels, customer segments, M&A activity, JV activity, IP licensing, distribution programs, employment / labor-market activity, public-procurement exposure.
Topics in current policy and topics the user wants covered — competitor contacts; pricing and price-signaling; customer or territory allocation; output limitations; information exchange; trade-association participation; distribution restraints (RPM / MAP / territory / online); MFN / parity provisions; exclusivity, loyalty, and rebates; M&A clean teams and gun-jumping; dawn-raid protocol; document-creation guidance; algorithm and AI conduct; reporting and escalation; training; certifications; enforcement and discipline; labor-market conduct (no-poach / wage-fixing); standard-setting.
Current policy text and supporting materials — the policy document(s), training materials, prior enforcement actions, internal audits, hotline data summaries (if user-supplied).
Triggering events for this review — incident, M&A integration, regulatory development, periodic refresh, agency request, internal audit finding.
Jurisdiction-specific obligations the policy must reflect — US Sherman / Clayton / FTC Act; EU Article 101 / 102; UK CA98 / DMCC; sector-specific regimes (e.g., communications, energy, financial services); merger-control regimes the company is subject to.
Audience(s) for the policy — sales, marketing, procurement, R&D, executives, board, M&A team, HR. Mark unknowns unknown/not found/not provided/ambiguous.
Documents and source anchors — policy file with section references; supporting materials.
If jurisdiction, business scope, current policy text, or audience is missing, pause substantive analysis and return a missing-information list first.
Use when facts with possible competition-law exposure first arrive — a sales email about a competitor contact, a proposed collaboration, a pricing move, a hotline report, or an agency inquiry — to produce a draft conduct inventory and triage matrix that buckets each item, flags any time-critical track, and routes each item to the matched antitrust deep-dive skill for attorney review, without classifying conduct or assessing legality.
When to use
A business team forwards an email thread about a competitor contact, meeting, or "understanding" and asks legal whether it is a problem.
Several loosely described conduct items arrive at once — a JV idea, a pricing move, a distributor complaint — and counsel needs them inventoried, bucketed, and routed before any deep-dive work.
A hotline report, internal-audit finding, or news of an industry investigation raises possible exposure and the facts need structured intake.
An agency letter, dawn-raid rumor, or pending merger notification makes it urgent to identify which track is time-critical.
Counsel asks "which antitrust skill do I run on this?" and the answer needs a documented triage matrix with fact gaps listed per recommended deep-dive.
Required inputs
Jurisdiction(s) of competitive effect — every country and, where relevant, state/province where the conduct has effects, or [verify jurisdiction]. The analysis follows the markets, not the parties' headquarters.
Business sector and footprint — industry, products/services, geographic reach, sales channels. Mark unknowns unknown/not found/not provided/ambiguous.
Conduct description — what is, was, or will be done. Each conduct item gets its own row, with: who, what, when, where, and (if multi-party) which counterparties.
Counterparty competitive posture — for each counterparty, the user's view of whether they are a direct competitor, potential competitor, customer, supplier, distributor, or unrelated. Multi-role flags allowed.
Candidate conduct buckets the user suspects in scope — horizontal collaboration, vertical restraint, information exchange, pricing-related conduct (RPM / MAP / MFN / loyalty), merger or acquisition, monopolization / abuse of dominance / unilateral conduct, trade association or standard-setting, gun-jumping or integration planning, distribution or channel conduct, algorithmic pricing, labor-market conduct (no-poach / wage-fixing), or other. The bucket is a starting point, never a conclusion.
Urgency posture — planned future conduct (pre-clearance triage), ongoing conduct (compliance triage), past conduct subject to investigation or litigation (defensive triage), or no investigation. User-supplied dates only, all marked [deadline verification required].
Documents and source anchors — what the user has supplied and the section/page/clause for each extracted fact.
If jurisdiction, conduct description, counterparty posture, or urgency is missing, pause substantive analysis and return a missing-information list first.
Use when a proposed JV, co-development, co-marketing, joint purchasing, joint bidding, benchmarking, or standard-setting arrangement between actual or potential competitors needs antitrust screening, to produce a draft hardcore-restraint flag list, information-flow matrix, ancillarity questions, and per-jurisdiction safe-harbor questions for attorney review, without applying a safe harbor or approving the collaboration.
When to use
A business team proposes a JV, co-development, or co-marketing arrangement with a competitor and counsel needs the draft agreement flagged before signing.
Two competitors want to bid jointly on a tender or pool purchasing volume, and the arrangement needs hardcore-restraint and ancillarity screening.
A standard-setting or industry working-group arrangement raises F/RAND, patent-disclosure, membership, or coordination questions.
A draft collaboration agreement contains non-competes, exclusivity, or data-sharing annexes whose reach beyond the stated venture purpose needs to be mapped.
Counsel asks what competitively sensitive information would flow between the parties under a proposed collaboration, and under what controls.
An existing collaboration is being renewed or expanded and its restraints and information flows need a fresh review.
Required inputs
Jurisdiction(s) of competitive effect — every country and, where relevant, state/province where the collaboration would operate or have effects, or [verify jurisdiction].
Collaboration purpose and structure — joint venture, NDA-only information exchange, R&D pact, joint purchasing, joint marketing or distribution, benchmarking, standard-setting, joint bidding, settlement-related collaboration, or other. Mark unknowns unknown/not found/not provided/ambiguous.
Parties' competitive posture — for each pair of parties on each product/geographic market: actual competitors, potential competitors, or unrelated. Multi-product collaborations get one row per market.
Information exchange contemplated — categories of data (pricing, costs, customers, output, capacity, wages/hiring, future plans, R&D), granularity, age, frequency, aggregation, recipients, controls.
Governance and independence — whether each party retains independent decision-making on price, output, customers, R&D direction, hiring, and any other competitively significant conduct outside the collaboration.
Restrictions on competitive conduct — non-compete, exclusivity, scope limits, customer or territory carveouts, hardcore restraint candidates (price, output, allocation, boycott).
Duration, termination, and unwind — term, termination triggers, post-termination obligations, information return/destruction.
Business rationale and pro-competitive justifications — efficiencies the user is relying on; documents supporting them.
Documents and source anchors — collaboration agreement(s), NDA, term sheet, board materials, business case, communications. Every extracted fact cites the document and section.
If jurisdiction, parties' competitive posture, collaboration purpose, or information-exchange scope is missing, pause substantive analysis and return a missing-information list first.
Use when a distribution, dealer, franchise, or marketplace program contains resale-price (RPM/MAP), territory or customer, online-sales, marketplace-ban, dual-pricing, exclusivity, or selective-distribution restraints, to produce a draft restraint inventory with per-jurisdiction character flags, ancillarity notes, and active-enforcement callouts for attorney review, without concluding enforceability, legality, or market power.
When to use
Sales or channel teams propose a MAP policy, a minimum-price program, or consequences for discounting dealers, and counsel needs it screened before rollout.
A distribution or dealer agreement restricts online sales, bans specified marketplaces, or applies different wholesale prices to online vs. offline volume.
A supplier wants to assign exclusive territories or customer classes to distributors, or to tighten selective-distribution criteria that may exclude online-only or discount dealers.
A dealer complaint, termination dispute, or threat letter puts an existing restraint program under scrutiny.
The company sells direct and through dealers in the same market, and the dual-distribution information flows and channel protections need review.
An existing distribution program is expanding into new jurisdictions where the same restraints may be treated differently.
Required inputs
Jurisdiction(s) of competitive effect — every country and, where relevant, state/province where the distribution arrangement operates or has effects, or [verify jurisdiction]. Note that distribution rules vary substantially across jurisdictions.
Distribution structure — direct sales, distributors, dealers, resellers, online marketplaces, agents, franchise, or hybrid. Mark unknowns unknown/not found/not provided/ambiguous.
Brand and channel context — sole supplier or one of many; branded vs. private-label; service-intensive vs. commodity; brand reputation considerations; channel-conflict facts.
Vertical market position — user-supplied supplier-side share, user-supplied buyer-side share. Never invented.
Business rationale — service quality, free-rider concerns, brand image, retailer investment incentives, anti-counterfeiting, safety, regulatory.
Documents and source anchors — distribution agreement(s), policies, MAP letters, marketplace policies, dealer manuals, communications.
If jurisdiction, distribution structure, the restraints in scope, or supplier/buyer positions is missing, pause substantive analysis and return a missing-information list first.
Use when an agreement contains exclusivity, requirements, MFN/parity, loyalty-discount, rebate, or bundling provisions — a supply deal with a share-based rebate cliff, a platform demanding price parity — to produce a draft restraint classification, foreclosure-relevant facts table, MFN/parity matrix, and per-jurisdiction framework questions for attorney review, without concluding dominance, foreclosure, or legality.
When to use
A sales team proposes an exclusive-dealing or requirements arrangement with a major customer, or a customer demands one from the company.
A platform or large buyer asks for an MFN or price-parity clause, and counsel needs the comparator scope (narrow vs. wide) and direction mapped.
A proposed rebate program conditions discounts on share-of-requirements, uses retroactive cliffs or thresholds, or bundles discounts across products.
A competitor complaint, customer pushback, or agency inquiry targets an existing exclusivity, MFN, or loyalty program.
A contract renewal reprices a loyalty or rebate structure and its triggers, thresholds, opt-outs, and termination mechanics need re-inventorying.
Counsel wants the foreclosure-relevant facts — covered share, contestable share, counterparties' alternatives, switching costs — organized before a framework or economic-expert assessment.
Required inputs
Jurisdiction(s) of competitive effect — every country and, where relevant, state/province where the conduct has effects, or [verify jurisdiction]. Frameworks for exclusivity, MFN, and loyalty conduct vary substantially across regimes.
Restraint type(s) in scope — exclusivity (full / partial / de facto), MFN or parity (price MFN, non-price MFN, narrow vs. wide), loyalty discounts (single-product / share-conditional / bundled), rebates (retroactive / cliff / market-share), requirements contracts, non-compete or non-solicit, bundling, pricing-related restrictions.
Counterparty context — buyer-side or supplier-side; counterparty size; counterparty's alternatives; counterparty's competitive position; multi-homing posture if applicable.
User-supplied market position facts — share, footprint, sales channels, foreclosed-vs.-contestable share if user-supplied. Never invented.
Foreclosure-relevant facts — share of market covered by the restraint, contestable share, counterparties' alternatives, switching costs.
Business rationale and justifications — volume commitments, brand-investment recoupment, anti-free-riding, supply-chain reliability, transaction-cost efficiency.
Documents and source anchors — the agreement(s), side letters, communications, internal business cases.
If jurisdiction, restraint type, counterparty context, or foreclosure-relevant facts are missing, pause substantive analysis and return a missing-information list first.
Use when merger parties between signing and closing are planning integration, sharing information, or proposing joint conduct — aligning pricing, joint customer calls, a co-branded announcement before the waiting period ends — to produce a draft covenant inventory, conduct-vs-covenant deviation log, information-sharing log, and integration guardrail list for attorney review, without approving any pre-closing conduct or concluding HSR/Article 7 compliance.
When to use
The deal team wants to start integration planning, align pricing, or make joint customer calls before closing, and counsel needs the guardrails documented.
A signed deal is in the HSR or EU waiting period and someone asks what the parties may and may not do until clearance.
Diligence or integration workstreams are already exchanging pricing, customer, or capacity data, and the flows need to be logged against the clean-team protocol.
Counsel needs the purchase agreement's consent rights and operate-in-ordinary-course covenant screened for acquirer-control overreach.
A joint announcement, co-branded customer letter, or joint sales call is proposed — or has already happened — between signing and closing.
An extended review (second request, phase II) means pre-closing conduct discipline must hold for months and needs a documented checklist.
Required inputs
Jurisdiction(s) of competitive effect — every country and, where relevant, state/province where the parties operate, or [verify jurisdiction]. Gun-jumping rules apply per regime (US HSR/section 1; EU Article 7 standstill / Article 101; UK / China / others).
Transaction structure and parties — acquirer, target, ultimate parents, sister entities; consideration mix; concurrent or related transactions. Mark unknowns unknown/not found/not provided/ambiguous.
Parties' competitive posture — actual / potential / no competition, per product market.
Pre-closing covenants in the purchase agreement — operate-in-ordinary-course covenant; affirmative covenants; restrictive covenants; consent rights and thresholds; integration-planning carveouts.
Information-sharing posture to date — what has been shared, by whom, with whom, under what controls. Cross-references to information-sharing-clean-team-review welcome.
Clean-team composition — counsel, outside advisors (economists, consultants), designated business individuals (with role and scope), exclusions.
Integration-planning activity to date — meetings held, attendees, topics, outputs, controls in place.
External communications to date — customer, vendor, and employee communications by either party that reference the deal or each other.
If jurisdiction, transaction structure, procedural posture, or the pre-closing covenant set is missing, pause substantive analysis and return a missing-information list first.
Use when actual or potential competitors propose to exchange competitively sensitive data — M&A diligence requests, JV data flows, benchmarking submissions, a negotiation asking for cost or capacity data — to produce a draft information-item matrix with per-item sensitivity flags, clean-team design notes, and spillover/carryover flags for attorney review, without authorizing any exchange or concluding lawfulness.
When to use
An M&A counterparty's diligence request list asks for current pricing, customer-level, or capacity data and the deal team wants to know what can go into the data room.
A clean-team agreement is being set up — or is already operating — and its membership, NDA scope, segregation, and carryover restrictions need testing.
A proposed JV or collaboration includes data-sharing annexes that would put competitor data into the parties' hands.
A benchmarking exercise, industry survey, or shared vendor/consultant would pool competitively sensitive inputs from competing companies.
A supplier-customer negotiation between parties who also compete drifts into requests for cost, capacity, or wage data.
Counsel asks which proposed data items are high-sensitivity and what controls the exchange currently lacks.
Required inputs
Jurisdiction(s) of competitive effect — every country and, where relevant, state/province where the parties operate and the information flow would have effects, or [verify jurisdiction].
Context for the exchange — M&A diligence, JV, trade association, benchmarking, supply-chain reasonableness, settlement, or other. Mark unknowns unknown/not found/not provided/ambiguous.
Parties' competitive posture — actual / potential / no competition, per product market.
Data attributes per item — granularity (individual vs. aggregated; identified vs. anonymized), age (historical vs. current/forward-looking), frequency, recency.
Recipients per item — clean-team-only? counsel-only? designated business individuals? executives? full deal team?
Controls in place — clean-team agreement, NDA, segregation from competitive decision-makers, retention/destruction protocol, post-deal carryover restrictions, audit.
Purpose and necessity for each category — what business question the data is meant to answer, and whether less-sensitive alternatives would suffice.
If jurisdiction, parties' competitive posture, the information categories, or the recipient/control posture is missing, pause substantive analysis and return a missing-information list first.
Use when a contemplated or signed acquisition, merger, JV, or minority investment needs first-pass antitrust issue-spotting — an LOI with a competitor, diligence underway, the board asking where filings may be needed — to produce draft horizontal-overlap and vertical-relationship matrices, filing-question and diligence-request lists, and integration guardrails for attorney review, without defining markets or predicting clearance.
When to use
A deal team has an LOI or term sheet with a competitor, supplier, customer, or adjacent player, and counsel needs the antitrust issues mapped before signing.
Diligence has begun and the overlaps — horizontal, vertical, potential-competition, data/IP/labor — need to be organized from the deal documents into matrices.
The board or deal lead asks in which jurisdictions the transaction might need to be filed, and counsel needs the questions framed per regime (HSR, EU EUMR, UK CMA, China SAMR, Brazil CADE, others).
Counsel needs a diligence request list targeted at the antitrust workstream — customer lists, win/loss data, internal share estimates, deal-rationale documents.
The parties are starting pre-closing integration planning, and the issue-spotter needs to feed the gun-jumping and information-sharing reviews.
A minority investment or JV raises partial-ownership and governance questions alongside a competitive overlap.
Required inputs
Jurisdiction(s) of competitive effect — every country and, where relevant, state/province where the parties sell, source, or employ. Use [verify jurisdiction] if unknown. Note that the antitrust analysis follows the markets, not the parties' headquarters.
Transaction structure — asset / stock / statutory merger / joint venture / minority investment; consideration mix; ultimate parents on each side; sister entities and bolt-ons; any concurrent transactions with related counterparties. Mark unknowns unknown/not found/not provided/ambiguous.
Parties and competitive posture — acquirer, target, and each entity's role on each product market: horizontal competitor, vertical supplier/customer, potential competitor, nascent competitor, or none. Include any prior or contemplated competitor relationship (collaborations, JVs, licensing).
Product and geographic markets — the user's preliminary view of each product line in scope, the geographic footprint of each, and customer-substitution evidence the user has. Market definition itself is for the attorney; the skill organizes the facts.
Market structure facts (if supplied) — user-supplied shares, HHI, entry conditions, customer concentration, switching costs, capacity. Never invented; never computed from incomplete data.
Adjacent overlaps — data assets, IP portfolios, labor-market overlap (especially specialized roles), and innovation pipelines.
Pre-closing conduct to date — competitively sensitive information shared, integration-planning meetings held, clean-team scope, pricing or commercial decisions touched by both sides, customer/supplier communications.
Procedural posture and timing — signing status, HSR filing status, non-US filing status (EU, UK, China, Brazil, others as applicable), second-request / phase II status, target closing date. All dates [deadline verification required].
Documents reviewed and source anchors — purchase agreement, deal-team emails, board materials, integration plans, CIM/teaser, HSR drafts, customer/supplier lists. Every extracted fact cites the document and page/section.
If any of jurisdiction, transaction structure, parties' competitive posture, or product/geographic scope is missing, pause substantive analysis and return a missing-information list first.
Use when the business deploys or evaluates a pricing recommender, dynamic-pricing engine, repricer, or pricing-as-a-service vendor — especially one that ingests competitor prices or serves competing customers — to produce a draft data-flow map, hub-and-spoke and signaling-risk flags, override/audit posture notes, and vendor-diligence questions for attorney review, without concluding concerted practice or approving deployment.
When to use
The business wants to adopt a third-party repricing or dynamic-pricing tool and asks legal to clear the vendor.
An existing pricing algorithm ingests scraped competitor prices, a vendor data feed, or pooled industry data, and counsel needs the data flows mapped.
The pricing vendor is known or suspected to serve direct competitors with the same engine or data, raising hub-and-spoke questions.
Pricing teams have stopped overriding the algorithm's recommendations, or overrides are not logged, and the governance posture needs documenting.
News of algorithmic-pricing enforcement or litigation in the industry prompts a review of the company's own deployments.
Procurement or vendor management needs a diligence question list for a pricing-software contract or renewal.
Required inputs
Jurisdiction(s) of competitive effect — every country and, where relevant, state/province where the algorithm sets or influences prices, or [verify jurisdiction]. Algorithmic-pricing enforcement frameworks vary by regime.
Algorithm role — pricing recommendation engine / pricing decision engine / pricing analytics or comparator / dynamic pricing / personalization / revenue management. Mark unknowns unknown/not found/not provided/ambiguous.
Vendor and user relationship — third-party vendor or in-house? vendor's other customers; whether vendor serves direct competitors with similar inputs or outputs; vendor's data-access scope across customers.
Data inputs — own historical data only? own current data? public competitor prices (scraped or feed)? competitor private data shared via vendor? consortium or pool data? third-party signals (demand, weather, competitor inventory)? customer-specific data?
User control posture — can the user accept/reject outputs? set parameters (floor/ceiling/elasticity)? change frequency of recomputation? override per transaction? what evidence exists of independent decision-making?
Competitor-overlap facts — does the vendor serve the user's direct competitors? does the algorithm's output reflect competitor data the vendor has access to? does the vendor publish or signal prices?
Audit, governance, and retention — audit logs of recommendations and overrides; retention period; governance committee; documentation of independent decisions.
If jurisdiction, algorithm role, vendor relationship, or data-flow posture is missing, pause substantive analysis and return a missing-information list first.
Use when trade-association participation needs antitrust screening — an upcoming agenda to vet, minutes or notes from a past meeting, a benchmarking or statistics program, a question whether a working group is safe to join — to produce a draft attendee map, per-agenda-item risk matrix, output-product inventory, and boycott and standard-setting flags for attorney review, without approving attendance or concluding lawfulness.
When to use
An employee asks whether they can attend an upcoming association meeting, and counsel wants the agenda and attendee list screened first.
The board or compliance asks whether the association's benchmarking or statistics program is safe to join, and its aggregation and recipient controls need review.
Minutes or notes from a past meeting record discussion of prices, capacity, customers, or "industry discipline," and the exposure needs to be documented.
A working group is drafting a standard, joint position, or model contract, raising standard-setting (F/RAND, patent-disclosure) questions.
Association communications contain language about members collectively declining to deal with a supplier, customer, or non-member.
Hallway, dinner, or side-meeting conversations at an association event may have touched competitively sensitive topics.
Required inputs
Jurisdiction(s) of competitive effect — every country and, where relevant, state/province where the association or its members operate, or [verify jurisdiction].
Association context — association name, membership composition (competitors / suppliers / customers / mixed), meeting type (board, members' meeting, committee, working group, conference, social), meeting date [deadline verification required] if user-supplied.
Attendees — list of attendees, member entities, competitive relationship, role at meeting, level (executive / commercial / legal / technical). Mark unknowns unknown/not found/not provided/ambiguous.
Agenda items and topics — verbatim agenda text where available; each topic categorized by risk: high (pricing, costs, customers, output, capacity, wages/hiring, future plans, strategy, market allocation, boycott language), medium (industry conditions, regulatory developments, future planning broadly), low (legislative advocacy, sponsor recognition, social).
Discussion content (if user has minutes/notes/recording transcripts) — what was said, by whom, with verbatim quotes where available.
Outputs produced or to be produced — published statistics, benchmarking reports, joint positions, standards, model contracts, model policies.
Antitrust counsel oversight — antitrust statement read at opening? counsel present? agenda pre-cleared by counsel? minutes reviewed by counsel? formal antitrust policy applied?
Side meetings and informal contacts — pre- or post-meeting communications, side meetings, social events, dinner conversations involving competitors.
Documents and source anchors — agenda, minutes, notes, presentations, attendee list, association policies.
If jurisdiction, association context, attendee map, or agenda content is missing, pause substantive analysis and return a missing-information list first.