U.S. Code » Title 15 » Chapter CHAPTER 1— MONOPOLIES AND COMBINATIONS IN RESTRAINT OF TRADE

15 U.S.C. § 19

Interlocking directorates and officers

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(a)(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.)Editorial NotesReferences in Text

The antitrust laws, referred to in subsec. (a)(1)(B), are defined in section 12 of this title.

Amendments

1993—Subsec. (a)(5). Pub. L. 103–203 substituted “January 31” for “October 30”.

1990—Pub. L. 101–588 amended section generally, completely revising it in form by substituting text divided into a subsec. (a) consisting of five numbered paragraphs and a subsec. (b) consisting of a single unnumbered paragraph for former provisions which had consisted of a series of five undesignated paragraphs, and in substance by increasing the jurisdictional threshold for application of the section to corporations from $1,000,000 in net worth to $10,000,000 in net worth, creating three “de minimis” exceptions to applications of the section in cases of insignificant competitive overlaps, and expanding the section to cover officers elected or chosen by the Board of Directors.

1935—Act Aug. 23, 1935, amended section generally.

1929—Act Mar. 2, 1929, amended second par.

1928—Act Mar. 9, 1928, amended second par.

Notes of Decisions
Cited in 80 cases (2 in the last 5 years), 1933–2026 · leading case: BankAmerica Corp. v. United States, 462 U.S. 122 (1983).
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BankAmerica Corp. v. United States, 462 U.S. 122 (1983). · cites it 8× “732 , as amended, 15 U. S. C. § 19 . The fourth paragraph of § 8, on which the Government relies, provides: "No person at the same time shall be a director in any two or more corporations, any one of which has capital, surplus, and undivided profits aggregating more than…”
Cheeks v. Fort Myer Constr. Corp., 216 F. Supp. 3d 146 (D.D.C. 2016). · cites it 3× “§§ 1-2 , or violations of the prohibition on interlocking directorates and officers, see 15 U.S.C. § 19 . IV. ANALYSIS The major issue before this Court, which is analyzed first, is whether to grant leave to file a fourth amended complaint.”
Reading Int'l, Inc. v. Oaktree Capital Mgmt. LLC, 317 F. Supp. 2d 301 (S.D.N.Y. 2003). · cites it 3× “Clayton Act § 8 Plaintiffs bring their seventh claim for relief under section 8 of the Clayton Act, 15 U.S.C. § 19 . Section 8 provides in relevant part that “[n]o person shall, at the same time, serve as a director or officer in any two corporations .”
United States v. W. T. Grant Co., 345 U.S. 629 (1953). · cites it 2× “730 , 15 U. S. C. § 19 . [2] Fed. Rules Civ. Proc.”
United States v. Crocker Nat'l Corp., 422 F. Supp. 686 (N.D. Cal. 1976). · cites it 7× “These cases concern the legality of certain interlocking directorates under section 8 of the Clayton Act, 15 U.S.C. § 19 . The government’s attack is aimed at two particular types of director interlocks which may be identified as follows: (1) the bank interlocks, occurring…”
Las Vegas Sun, Inc. v. Summa Corp., 610 F.2d 614 (9th Cir. 1979). · cites it 4× “§ 1 , section 8 of the Clayton Anti-Trust Act, 15 U.S.C. § 19 , and the common law of Nevada.”
Kennecott Copper Corp. v. Curtiss-Wright Corp., 584 F.2d 1195 (2d Cir. 1978). “THE SECTION 8 CLAIM Section 8 of the Clayton Act, 15 U.S.C. § 19 , provides in pertinent part that no person shall be a director of two competing corporations if the elimination by agreement of competition between them would violate any provisions of the antitrust laws.”
Cheeks of North Am., Inc. v. Fort Myer Constr. Corp., 807 F. Supp. 2d 77 (D.D.C. 2011). · cites it 2× “The Court notes that in paragraph 30 of the First Amended Complaint, CNA makes reference to § 8 of the Clayton Act, 15 U.S.C. § 19 , which prohibits interlocking directorates among competing corporations whose capital, surplus, and undivided profits exceed a threshold…”
Rosen v. Dick, 639 F.2d 82 (2d Cir. 1980). “[T]he factual allegations underlying all of its claims are that the charged corporations and individuals conspired to terminate their advertising accounts with the Sun for an anticompetitive purpose.”
Med. Supply Chain, Inc. v. Neoforma, Inc., 419 F. Supp. 2d 1316 (D. Kan. 2006). · cites it 2× “Clayton Act (Count V) A provision of the Clayton Act, 15 U.S.C. § 19 , prohibits persons from serving, at the same time, as a director or officer of any two corporations that are engaged in commerce and are competitors, “so that the elimination of competition by agreement…”
Trw, Inc., & Horace A. Shepard v. The Fed. Trade Comm'n, 647 F.2d 942 (9th Cir. 1981). “Shepard petition for review of a final order of the Federal Trade Commission requiring them to cease and desist from violating section 8 of the Clayton Act, 15 U.S.C. § 19 , proscribing interlocking directorates.”
Jicarilla Apache Tribe v. Supron Energy Corp., 479 F. Supp. 536 (D.N.M. 1979). · cites it 3× “An additional claim of conspiracy to fix prices is lodged against SUG, SUGC and *541 Supron based on their June, 1976 settlement agreements which resulted in the dismissal with prejudice of State Court cases brought in Texas and New Mexico concerning the price to be paid for…”
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