Antitrust Policy

Effective: November 29, 2023

LF Charities, Inc. (“LFC”) is an organization devoted to empowering people and communities to engage in the creation and development of open source technology (e.g. open source software, hardware and data) that is freely shared with the world to help overcome societal challenges and inequalities. It is the mission, duty and purpose of LFC to educate, inspire, and empower technologists and their communities in their endeavor to create a shared, public commons for open source technology that advances interests for society at large.

LFC is a Delaware nonprofit corporation and Section 509(a)(3) supporting organization that is tax exempt under Section 501(c)(3) of the Internal Revenue Code of the United States (“IRC”).  LFC supports The Linux Foundation, an Oregon mutual benefit corporation tax exempt under Section 501(c)(6) of the IRC. 

The purpose of this Antitrust Policy (the “Policy”) is to avoid antitrust risks in carrying out this mission.

It is LFC’s policy to comply with all applicable state and federal antitrust and trade regulation laws, and applicable antitrust/competition laws of other countries (collectively, the “Antitrust Laws”).  The penalties for violating the Antitrust Laws can be severe, including treble damages in the U.S., and large fines and imprisonment of individuals found guilty of illegal conduct.  

LFC will use its best reasonable efforts to comply in all respects with the Antitrust Laws.  In addition, all participants in LFC activities and projects (collectively, “participants”) must likewise use their best reasonable efforts to comply in all respects with the Antitrust Laws and this Policy in carrying out LFC-related activities, whether directly or indirectly, including without limitation, participants in LFC’s projects, projects and advisory councils (collectively, “projects”), and LFC’s employees, consultants, directors and officers.

The goal of Antitrust Laws is to encourage vigorous competition.  Nothing in this Policy, or in any LFC document or policy, prohibits or limits the ability of participants to make, sell or use any product, or otherwise to compete in the marketplace.  This Policy provides general guidance on compliance with Antitrust Law.  Participants should contact their respective legal counsel to address specific questions.

This Policy is conservative and is intended to promote compliance with the Antitrust Laws, not to create duties or obligations beyond what the Antitrust Laws actually require.  In the event of any inconsistency between this Policy and the Antitrust Laws, the Antitrust Laws preempt and control.

This Policy shall be promulgated to all participants in LFC activities and projects.

The following policies address three areas in which the Antitrust Laws are particularly concerned: Project Participation; Conduct of Meetings; and Requirements/Standard Setting.

Project Participation

Participation in LFC projects shall be made available on reasonable terms to all individuals and entities.  No intended participant who meets participation criteria should be rejected for any anti-competitive purpose or solely for the purpose of denying the applicant the benefits of participation.

Any LFC information, materials, or reports available to participants shall be made available to non-participants on reasonable terms, when failure to make them available will impose a significant economic or competitive disadvantage or cost to non-participants.

Conduct of Meetings

At meetings among actual or potential competitors, there is a risk that participants in those meetings may improperly disclose or discuss information in violation of the Antitrust Laws, or otherwise act in an anti-competitive manner.  To avoid this risk, LFC participants must adhere to the following policies when participating in LF-related or sponsored meetings, conference calls, or other forums.

LFC participants must not, in fact or appearance, discuss or exchange information regarding:

• An individual company’s current or projected prices, price changes, price differentials, markups, discounts, allowances, terms and conditions of sale, including credit terms, etc., or data that bear on prices, including profits, margins or cost.
• Industry-wide pricing policies, price levels, price changes, differentials, or the like.
• Actual or projected changes in industry production, capacity or inventories.
• Matters relating to bids or intentions to bid for particular products, procedures for responding to bid invitations or specific contractual arrangements.
• Plans of individual companies concerning the design, characteristics, production, distribution, marketing or introduction dates of particular products, including proposed territories or customers.
• Matters relating to actual or potential individual suppliers that might have the effect of excluding them from any market or of influencing the business conduct of firms toward such suppliers.
• Matters relating to actual or potential customers that might have the effect of influencing the business conduct of firms toward such customers.
• Individual company current or projected cost of procurement, development or manufacture of any product.
• Individual company market shares for any product or for all products.
• Confidential or otherwise sensitive business plans or strategy.

In connection with all LFC-related meetings, conference calls, or other forums for exchange of information, participants must do the following:

Adhere to prepared agendas.

Insist that meeting minutes be prepared and distributed to all participants, and that meeting minutes accurately reflect the matters that transpired.

Understand the purposes and authority of each LFC committee, working group, Linux user advisory council, or other group in which they participate.

Consult with their respective counsel on all antitrust questions related to LFC meetings.

Protest against any discussions that appear to violate these policies or the Antitrust Laws, leave any meeting in which such discussions continue, and either insist that such protest be noted in the minutes, if occurring during a meeting, or make such protest known to the Legal Counsel of LFC (see Contact Information, below).

Requirements/Standard Setting

LFC and its projects may establish standards, technical requirements and/or specifications for Linux-based products (collectively, “requirements”).  All such requirements shall be voluntary.  Participants shall not enter into agreements that prohibit or restrict any member or non-member from establishing or adopting any other requirements.  Participants shall not undertake any efforts, directly or indirectly, to prevent any firm from manufacturing, selling, or supplying any product not conforming to a requirement.

Parties who may be affected by a requirement adopted by an LFC project shall be given the opportunity to comment on the development of any such requirement.  LFC and its projects will publish all proposed requirements on the LFC website for a reasonable period of time prior to formal adoption, and shall consider comments to those proposed requirements prior to adopting a final requirement.

LFC projects shall develop and select requirements based on their quality, technological attributes and ability to address the needs of Linux users.  C projects shall not promote standardization of commercial terms, such as terms for license and sale.

All participants in LFC projects shall execute and abide by all applicable rules, policies and procedures adopted by LFC or the applicable working group, as updated from time to time (collectively “LFC Policies”).  Requirements developed by LFC projects shall not incorporate any information that is proprietary, confidential, or otherwise would require a manufacturer, developer, or end-user of a product conforming to the requirements to obtain a license or permission from any third party to use the requirements.  When participating in the development of requirements, participants in the process shall not contribute information that is proprietary, confidential or otherwise protected by rights belonging to that member, participant, or any third party except as may be permitted in accordance with LFC Policies.

Legal Review

LFC’s policy is to discuss thoroughly with legal counsel any proposed programs or policy decisions before they are implemented.  If any member or participant has any question as to the legality of a proposed course of action, the matter should be immediately referred to Andrew Updegrove of Gesmer Updegrove LLP, outside counsel to LFC.  In this manner, LFC can ensure continued pursuit of its legitimate objectives with maximum protection for participants.

Contact Information

To contact LF regarding matters addressed by this Antitrust Policy, please send an email to legal@lfcharities.dev and reference “Antitrust Policy” in the subject line.