The Society of Thoracic Surgeons (“STS”) is a non-profit, national scientific organization committed to its mission of improving the lives of patients with cardiothoracic diseases.  STS promotes education, research and communication in the field of cardiothoracic surgery while also providing strong leadership in the development of health care policy.

STS has a strict policy of compliance with federal and state antitrust laws.  The antitrust laws prohibit agreements among competitors that restrain trade, and STS members can be considered to be competitors for purposes of antitrust challenges even if their practices are not in the same geographic areas or in the same product lines.  The penalties for violations of the antitrust laws are severe for medical societies and their members.

In all STS activities, each member, as well as STS staff, shall be responsible for following  STS’s policy of strict compliance with the antitrust laws.  STS officers, directors, committee chairs, and executive staff shall ensure that this policy is known and adhered to in the course of activities pursued under their leadership, including but not limited to membership decisions; ethics and disciplinary actions; board of directors and committee meetings; negotiations with vendors, suppliers, and third-party payors; the development of practice guidelines and other standards; and the allocation of exhibit space at STS meetings.  Antitrust compliance is the responsibility of every STS member and STS staff.

General Antitrust Compliance Principles

STS will not become involved in the competitive business decision of its individual members, nor will it take any action that would tend to restrain competition.  The STS is firmly committed to the principle of competition served by the antitrust laws, and good business judgment demands that every effort be made to assure compliance with all applicable federal and state antitrust laws and trade regulations.

STS members cannot come to understandings, make agreements, or otherwise concur on positions or activities that in any way tend to raise, lower, or stabilize prices or fees, allocate or divide up markets, or encourage or facilitate boycotts.  Individual STS members must make business decisions on their own and without consultation with their competitors or STS.

The antitrust laws are complicated and often unclear.  If any member is concerned about being in a “gray area,” the member should consult with STS or their own experienced antitrust counsel.  If the conversation among competitors at an STS meeting turns to antitrust sensitive issues, participants should discontinue the conversation until legal advice is obtained or leave the conversation immediately.

Discussions of pricing or boycotts as part of STS scheduled programs or at STS sponsored meetings could implicate and involve STS in extensive and expensive antitrust challenges and litigation.  In addition, the U.S. Supreme Court has determined that an association can be held liable for statements or actions in antitrust sensitive areas by volunteer leaders who claim to speak for the association, even if they are not in fact authorized to speak in that area.  Directors and officers of STS must, therefore, make clear whether they are speaking in their official capacity when they address such issues; by contrast, if they are making personal remarks outside of an STS setting, the speaker should clearly state that they are speaking for themself, and not on behalf of STS.

To assist STS staff, officers, directors and council/committee chairs in recognizing situations that may give the appearance of an antitrust concern, copies of this Antitrust Compliance Policy shall be provided to each such person.  In addition, STS’s antitrust statement shall be referenced at the start of each Board, Executive Committee, Council Operating Board, Standing Committee, and Workforce meeting, and this action will be noted in any minutes of the meeting.

Any violation of this Policy will be brought to the attention of the Board of Directors, and the Board will deal with it in a timely and appropriate manner.  The Board of Directors will consult with legal counsel when questions arise as to the manner in which the antitrust laws may apply to the activities of STS.

Specific Rules of Antitrust Compliance 

  1. STS activities shall not be used for the purpose of bringing about, or attempting to bring about, any understanding or agreement, written or oral, formal or informal, expressed or implied, among competitors with regard to prices or fees, reimbursement levels, salaries/wages, terms or conditions of sale, discounts, territories or customers.  For example, any agreement by competitors to “honor,” “protect,” or “avoid invading” one another’s geographic areas, practice specialties, or patient lists would violate the law.  
     
  2. STS activities and communications shall not include discussion or actions, for any purpose or in any fashion, of fees, prices or pricing methods, reimbursement levels, salaries/wages, or other limitations on either the timing of services or the allocation of territories or markets or customers in any way.  For example, STS members cannot come to understandings, make agreements, or otherwise concur on positions or activities that are directed at fixing prices, fees, reimbursement levels, or salaries/wages.  Likewise, STS members cannot make agreements as to whether they will or will not enter into contracts with certain suppliers, vendors, exhibitors, corporate sponsors, or third-party payors, including Medicare.  Even if no formal agreements are reached on such matters, discussions of prices, fees, reimbursement levels, salaries/wages, group boycotts, or market allocations followed by parallel conduct in the marketplace can lead to antitrust scrutiny or challenges.  Members may, however, consult with each other and freely discuss the scientific and clinical aspects of the practice of medicine.  They may also take steps to educate third party payors and others about the efficacy of specific medical or surgical procedures and the effect of various reimbursement levels on the availability of such services.
     
  3. STS shall not undertake any activity that involves exchange or collection and dissemination among competitors of any information regarding prices, pricing methods, reimbursement levels, cost of services or labor (e.g. salaries, wages, or bonus levels), or sales or distribution without first obtaining the advice of legal counsel, when questions arise as to the proper and lawful methods by which these activities may be pursued.  For example, caution should be exercised in collecting data on usual and customary fees, managed care reimbursement levels, salaries/wages, workforce statistics, and job market opportunities.  While the mere collection of data on such matters is permissible if certain conditions are met, antitrust concerns may arise if the data become the basis for collective action.
     
  4. STS will not adopt or implement membership criteria, ethics standards, policies, programs, practice guidelines, or other standards that unreasonably restrain trade or improperly limit the professional opportunities of STS members or others. The actual purpose and intent of STS’s policies and programs are important in this regard, as they cannot be aimed at accomplishing anticompetitive objectives.

In summary, STS activities and communications shall not include any discussion or action that may be construed as an attempt to:  

  1. raise, lower, or stabilize prices, fees, reimbursement levels, salaries, or wages; 
  2. allocate markets or territories; 
  3. improperly prevent any person or business entity from gaining access to any market or to any customer for goods or services; 
  4. boycott any person or business entity, including third party payors; 
  5. foster unfair trade practices; 
  6. assist in monopolization, or attempts to monopolize; or 
  7. in any way violate applicable federal or state antitrust laws and trade regulations.  


Approved: December 6, 2023 (STS Executive Committee)