§ 19. Interlocking directorates and officers

735 words·~3 min read·/usc/title-15/section-19

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(1)No person shall, at the same time, serve as a director or officer in any two corporations (other than banks, banking associations, and trust companies) that are—

(A)engaged in whole or in part in commerce; and

(B)by virtue of their business and location of operation, competitors, so that the elimination of competition by agreement between them would constitute a violation of any of the antitrust laws;

if each of the corporations has capital, surplus, and undivided profits aggregating more than $10,000,000 as adjusted pursuant to paragraph

(5)of this subsection.

(2)Notwithstanding the provisions of paragraph (1), simultaneous service as a director or officer in any two corporations shall not be prohibited by this section if—

(A)the competitive sales of either corporation are less than $1,000,000, as adjusted pursuant to paragraph

(5)of this subsection;

(B)the competitive sales of either corporation are less than 2 per centum of that corporation’s total sales; or

(C)the competitive sales of each corporation are less than 4 per centum of that corporation’s total sales.

For purposes of this paragraph, “competitive sales” means the gross revenues for all products and services sold by one corporation in competition with the other, determined on the basis of annual gross revenues for such products and services in that corporation’s last completed fiscal year. For the purposes of this paragraph, “total sales” means the gross revenues for all products and services sold by one corporation over that corporation’s last completed fiscal year.

(3)The eligibility of a director or officer under the provisions of paragraph

(1)shall be determined by the capital, surplus and undivided profits, exclusive of dividends declared but not paid to stockholders, of each corporation at the end of that corporation’s last completed fiscal year.

(4)For purposes of this section, the term “officer” means an officer elected or chosen by the Board of Directors.

(5)For each fiscal year commencing after September 30, 1990, the $10,000,000 and $1,000,000 thresholds in this subsection shall be increased (or decreased) as of October 1 each year by an amount equal to the percentage increase (or decrease) in the gross national product, as determined by the Department of Commerce or its successor, for the year then ended over the level so established for the year ending September 30, 1989. As soon as practicable, but not later than January 31 of each year, the Federal Trade Commission shall publish the adjusted amounts required by this paragraph.

(b)When any person elected or chosen as a director or officer of any corporation subject to the provisions hereof is eligible at the time of his election or selection to act for such corporation in such capacity, his eligibility to act in such capacity shall not be affected by any of the provisions hereof by reason of any change in the capital, surplus and undivided profits, or affairs of such corporation from whatever cause, until the expiration of one year from the date on which the event causing ineligibility occurred.

(Oct. 15, 1914, ch. 323, § 8, 38 Stat. 732; May 15, 1916, ch. 120, 39 Stat. 121; May 26, 1920, ch. 206, 41 Stat. 626; Mar. 9, 1928, ch. 165, 45 Stat. 253; Mar. 2, 1929, ch. 581, 45 Stat. 1536; Aug. 23, 1935, ch. 614, § 329, 49 Stat. 717; Pub. L. 101–588, § 2, Nov. 16, 1990, 104 Stat. 2879; Pub. L. 103–203, § 1, Dec. 17, 1993, 107 Stat. 2368.)

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U.S. Code

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§ 212.9
Effect of Interlocks Act on Clayton Act.

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U.S. Code

Definitions; short title
§ 12

18 references not yet in our index

Oct. 15, 1914, ch. 323, § 8
38 Stat. 732
May 15, 1916, ch. 120
39 Stat. 121
May 26, 1920, ch. 206
41 Stat. 626
Mar. 9, 1928, ch. 165
45 Stat. 253
Mar. 2, 1929, ch. 581
45 Stat. 1536
Aug. 23, 1935, ch. 614, § 329
49 Stat. 717
Pub. L. 101–588, § 2
104 Stat. 2879
Pub. L. 103–203, § 1
107 Stat. 2368
Pub. L. 103–203
Pub. L. 101–588

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cites case law

§ 19

Interlocking directorates and officers

Fed. Reg.×59

Bills×10

U.S.C.×6

Stat.×4

Stat. Comp.×2

C.F.R.×1

U.S.C.§ 12

ActOct. 15, 1914, ch. 323, § 8

Stat.38 Stat. 732

ActMay 15, 1916, ch. 120

Stat.39 Stat. 121

ActMay 26, 1920, ch. 206

Cites 19 · showing 6Cited by 82 across 6 sources