§19 — Title 15 Commerce and Trade | U.S. Code

Summary

You may not serve at the same time as a director or officer of two companies that do business and compete with each other in a way that would break the antitrust laws. That rule does not apply if the competing sales of one company are under $1,000,000 (adjusted as explained below), or if competing sales of one company are under 2% of its total sales, or if competing sales of both companies are under 4% of their total sales. For each fiscal year after September 30, 1990, the $10,000,000 and $1,000,000 amounts are changed every October 1 by the percentage change in gross national product since the year ending September 30, 1989, and the Federal Trade Commission publishes the new amounts by January 31 each year. Whether someone is allowed to serve is figured from a company’s capital, surplus, and undivided profits (not counting dividends declared but not paid) at the end of its last full fiscal year. An “officer” means someone chosen or elected by the board. If a person was allowed to serve when chosen, a later financial change won’t force them out until one year after the event that made them ineligible.

Title 15, §19

Commerce and Trade — Source: USLM XML via OLRC

(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;

(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.

(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.

Notes & Related Subsidiaries

Editorial Notes

References 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.

§19 Interlocking Directorates and Officers