Robinson-Patman Compliance Checklist

Document type: Checklist Practice area: Commercial — Antitrust Jurisdiction: United States (federal, with state notes) Last reviewed: 5 September 2026

Section 1 — The screen

Does the company sell tangible goods? (Services, licences, and intangibles are outside the Act.)
Do multiple customers resell the goods?
Do any of those customers compete with each other for the same end customers in overlapping geographies?
Are net prices substantially and persistently different among competing customers?
Does the customer base span a range of size and bargaining power?

If all five, proceed. If not, exposure is limited and the assessment can be proportionate.

Section 2 — Privilege setup

Assessment directed by counsel for the purpose of legal advice
Data provided to counsel, not circulated internally
Work product labelled
Conclusions in a privileged memorandum, kept separate from
A non-privileged operational remediation plan for implementation
Company prepared to act on the findings before the work begins

Section 3 — Net price mapping

Compute net price per unit, per customer, per product, over twelve months, deducting:

Volume and tier discounts
Cash and payment discounts
Rebates, paid and accrued
Off-invoice allowances
Promotional and advertising allowances
Freight allowances, or freight paid by the seller
Slotting, listing, and placement payments
Free goods and samples supplied for resale
Non-standard returns allowances
Non-standard credit terms
The value of services furnished — demonstrators, merchandising labour, fixtures
Common unit used across customers
Product mix accounted for
Rebates accrued to the period earned

Section 4 — Competing customer matrix

For each pair with a material differential:

Do both resell, or does either consume?
Do they sell to the same end customers or customer population?
Do their geographies overlap — including through e-commerce?
Do they operate at the same level of distribution?
Is there evidence of actual competition — customer overlap, competitive losses, bidding?
Matrix built and retained
Distributor customers that also retail identified — they compete with their own customers

Section 5 — Justifying each differential

For every differential between competing customers, record the basis:

Cost justification — study exists, groups customers homogeneously, justifies the actual differential, uses accounting system data, is current
Meeting competition — contemporaneous documentation exists, good faith reliance shown, price met not beaten, scope limited to the customer facing the offer
Functional discount — functions identified, discount calibrated and documented, functions actually performed, two-level customers handled
Changing conditions — deterioration, obsolescence, seasonality, distress
Availability — the discount was genuinely attainable, evidenced by customers of different types having reached it
None identified → exposure, recorded on the remediation schedule

Section 6 — Promotional allowances and services (do these first)

Sections 2(d) and 2(e): no competitive injury element and no cost justification defense.

Every allowance, payment, and service furnished in connection with resale inventoried
For each: recipients, terms, proportion to purchases
Competing customers who did not receive it identified
Written plan stating the program, terms, and basis of proportionality
Proportionality measured by purchases in dollars or units over a defined period
Functional availability to the smallest competing customers tested
Alternatives of comparable value offered for different customer types
Affirmative notification to all competing customers, by an evidenced method
Notification to indirect purchasers buying through distributors — the Fred Meyer duty
Proof of performance required before payment
Payment only against proof
Records of notification, participation, and payment retained
Annual audit

Section 7 — Functional discounts

Functions performed by each class identified: warehousing, delivery, credit, inventory, promotion, technical support
Discount calibrated to the value or cost of those functions, documented at the time
Customers in each class verified to actually perform the functions
Any customer operating at two levels identified
For two-level customers: retail-level volume reported and invoiced at the retail-appropriate price, with audit rights — or the discount restricted to volume resold to third parties
Discount not blended into a volume tier
Semi-annual audit

Section 8 — Cost justification study

Built before prices are set, not after
Uses accounting system data, not allocations invented for the study
Cost drivers identified: order size and mode, order frequency, delivery, inventory model, credit experience, selling and service intensity
Customer groupings homogeneous in cost characteristics
Savings shown to be at least as large as the price differences
Refreshed when the distribution network changes
If it shows the differentials exceed the savings, prices are changed — not the study shelved

Section 9 — Meeting competition documentation

The form, completed contemporaneously:

Customer
Product and quantity
Competitor believed to be offering a lower price
The competing price and the source of that information
Why reliance was reasonable
Verification attempted, if any
Price offered, with confirmation it meets rather than beats
Duration and scope
Approval
Stored centrally, retrievable by customer and date, retained through the limitations period
Never extended to a customer facing no competitive offer
Systematic pricing responses escalated and documented as considered decisions

Section 10 — Brokerage (section 2(c))

No injury element and no defenses beyond services actually rendered to the payer.

Any payment to an intermediary connected to a buyer identified
Buying group and cooperative arrangements reviewed
Group purchasing organization fee arrangements reviewed
For each: what services, for whom, and is the fee commensurate?
Disclosure to the buyer's principals confirmed
Any arrangement that cannot be described in service terms restructured or terminated

Section 11 — Buyer side (section 2(f))

Procurement trained on the distinction between hard bargaining and inducing a violation
Permitted: saying a bid is not low enough without disclosing the competing price
Prohibited: misrepresenting a competing bid; demanding a price known to exceed any defense; demanding disproportionate allowances
Buying group and brokerage arrangements reviewed under section 2(c)
Allowance arrangements screened for proportionality
Process for escalating any seller's invocation of the Act

Section 12 — Sales force training

Why the company prices differently, in accurate terms
What never to say or write: "they just buy more"; "corporate said to match"; "we have to keep them happy"; anything about another customer's price
How and when to complete the meeting competition form
What to do when a customer complains about another's price: do not confirm, do not improvise, escalate same day
That allowances and services are part of price and must be recorded
Refreshed annually and on any program change

Section 13 — Ongoing program

Monthly exception report: every price outside the published structure, with approver and stated basis, reviewed by a named person
Quarterly: new customers classified with a documented basis; meeting competition forms reviewed for completeness and patterns; promotional participation reviewed
Semi-annually: functional discount audit
Annually: net price map rebuilt; competition matrix updated for new customers, acquisitions, closures, and e-commerce expansion; cost study refreshed; training refreshed; state law review
Immediately on: a new channel; an acquisition; a customer beginning to operate at a second level; a new promotional program before launch; a customer complaint; a competitor's case in the industry

Section 14 — Red flags that should stop a pricing decision

A differential between competing customers with no identified basis
A tier only one customer has ever reached
A promotional program requiring a commitment small customers cannot make, with no alternative
A promotional program with no notification to indirect purchasers
A distributor discount to a customer that sells at retail
An allowance negotiated account by account rather than formulaically
A payment to a buyer-affiliated intermediary with no describable service
A price granted "to match" with no contemporaneous record
A cost study commissioned, unfavourable, and shelved
A sales email explaining a price by reference to the customer's size