15-U.S.C.-19
§19 – Interlocking Directorates and officers
Pathway
Title 15 > Chapter 1 > Section 19
Details
- Reference: Section 19
- Legend: §19 – Interlocking Directorates and officers
- USCode Year: 2013
Provision Content
(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 corporations total sales; or
(C) the competitive sales of each corporation are less than 4 per centum of that corporations 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 corporations 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 corporations 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 corporations 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.)
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.
U.S. Encyclopedia of Law Coverage
15-U.S.C.-13C in the Legal Encyclopedia: Trade Law
In this entry about 15-U.S.C.-13C, find legal reference material, bibliographies and premiere content related to trade law in the American Encyclopedia of Law, presenting a comprehensive view of the United States trade law-specific issues, written by authorities in the field.
15-U.S.C.-15 in the Legal Encyclopedia: Restraint of Trade
In this entry about 15-U.S.C.-15, find legal reference material, bibliographies and premiere content related to restraint of trade in the American Encyclopedia of Law, presenting a comprehensive view of the United States restraint of trade-specific issues, written by authorities in the field.
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