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15 U.S.C. § 19 — Interlocking directorates and officers
Federal law — U.S. Code and appendices · legal_authorities
**(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 stoc
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Source location: Title 15, Chapter 1, § 19; chapter-001-monopolies-and-combinations-in-restraint-of-trade.md
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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.
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Federal law — U.S. Code and appendices · legal_authorities
**(a)** “Antitrust laws,” as used herein, includes the Act entitled “An Act to protect trade and commerce against unlawful restraints and monopolies,” approved July second, eighteen hundred and ninety; sections seventy-three to seventy-six, inclusive, of an Act entitled “An Act to reduce taxation, to provide revenue for the Government, and for other purposes,” of August twenty-seventh, eighteen hundred and ninety-four; an Act entitled “An Act to amend sections seventy-three and seventy-six of the Act of August twenty-seventh, eighteen hundred and ninety-four, entitled ‘An Act to reduce taxation, to provide revenue for the Government, and for other purposes,’ ” approved February twelfth, nineteen hundred and thirteen; and also this Act.“Commerce,” as used herein, means trade or commerce among the several States and with foreign nations, or between the District of Columbia or any Territory of the United States and any State, Territory, or foreign nation, or between any insular possessions or other places under the jurisdiction of the United States, or between any such possession or place and any State or Territory of the United States or the District of Columbia or any foreign nation, or within the District of Columbia or any Territory or any insular possession or other place under the jurisdiction of the United States: Provided, That nothing in this Act contained shall apply to the Philippine Islands. The word “person” or “persons” wherever used in this Act shall be deemed to include corporations and associations existing under or authorized by the laws of either the United States, the laws of any of the Territories, the laws of any State, or the laws of any foreign country.
**(b)** This Act may be cited as the “Clayton Act”.
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Federal law — U.S. Code and appendices · legal_authorities
The act of August 23, 1935, ch. 614, 49 Stat. 684, may be cited as the “Banking Act of 1935.”
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Continuation of service** A person whose service in a position as a management official began prior to November 10, 1978, and who was not immediately prior to November 10, 1978, in violation of [section 19 of title 15](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section19&num=0&edition=prelim) is not prohibited by section 3202 or [section 3203 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section3203&num=0&edition=prelim) from continuing to serve in that position. The appropriate Federal depository institutions regulatory agency may provide a reasonable period of time for compliance with this chapter, not exceeding fifteen months, after any change in circumstances which makes service described in the preceding sentence prohibited by this chapter, except that a merger, acquisition, increase in total assets, establishment of one or more offices, or change in management responsibilities shall not constitute changes in circumstances which would make such service prohibited by section 3202 or [section 3203 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section3203&num=0&edition=prelim).
**(b) Depository institution and diversified savings and loan holding company** Effective on November 10, 1978, a person who serves as a management official of a company which is not a depository institution or a depository holding company and as a management official of a depository institution or a depository holding company is not prohibited from continuing to serve as a management official of that depository institution or depository holding company as a result of that company which is not a depository institution or depository holding company becoming a diversified savings and loan
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Federal law — U.S. Code and appendices · legal_authorities
### Statutory Notes
Section, act Dec. 23, 1913, ch. 6, § 25 (par.), 38 Stat. 273, as amended by act Sept. 7, 1916, ch. 461, 39 Stat. 755, related to interlocking directors, officers, and employees. See [section 19 of Title 15](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section19&num=0&edition=prelim), Commerce and Trade.
Section was comprised of the former seventh undesignated par. of section 25 of act Dec. 23, 1913, which comprises this subchapter. For classification of other pars. of section 25 of this Act, see Codification note under [section 601 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section601&num=0&edition=prelim).
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Federal law — U.S. Code and appendices · legal_authorities
Except as otherwise provided in this subchapter, a majority of the shares of the capital stock of any such corporation shall at all times be held and owned by citizens of the United States, by corporations the controlling interest in which is owned by citizens of the United States, chartered under the laws of the United States or of a State of the United States, or by firms or companies, the controlling interest in which is owned by citizens of the United States. Notwithstanding any other provisions of this subchapter, one or more foreign banks, institutions organized under the laws of foreign countries which own or control foreign banks, or banks organized under the laws of the United States, the States of the United States, or the District of Columbia, the controlling interests in which are owned by any such foreign banks or institutions, may, with the prior approval of the Board of Governors of the Federal Reserve System and upon such terms and conditions and subject to such rules and regulations as the Board of Governors of the Federal Reserve System may prescribe, own and hold 50 per centum or more of the shares of the capital stock of any corporation organized under this subchapter and any such corporation shall be subject to the same provisions of law as any other corporation organized under this subchapter, and the terms “controls” and “controlling interest” shall be construed consistently with the definition of “control” in section 2 of the Bank Holding Company Act of 1956 [[12 U.S.C. 1841](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section1841&num=0&edition=prelim)]. For the purposes of the preceding sentence of this paragraph the term “foreign bank” shall have the meaning assigned to it in the International Banking Act of 1978 [[12 U
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Federal law — U.S. Code and appendices · legal_authorities
Page 34
TITLE 15—COMMERCE AND TRADE
§ 19
(b) Accounting for foreign government subsidies
A person required to file a notification under
section 18a of this title that received a subsidy
from a foreign entity of concern shall include in
such notification content regarding such sub-
sidy.
(c) Authority of antitrust regulators
The Federal Trade Commission, with the con-
currence of the Assistant Attorney General in
charge of the Antitrust Division of the Depart-
ment of Justice, and in consultation with the
Chairperson of the Committee on Foreign In-
vestment in the United States, the Secretary of
Commerce, the Chair of the United States Inter-
national Trade Commission, the United States
Trade Representative, and the heads of other ap-
propriate agencies, and by rule in accordance
with section 553 of title 5, shall require that the
notification required under subsection (b) be in
such form and contain such documentary mate-
rial and information relevant to a proposed ac-
quisition as is necessary and appropriate to en-
able the Federal Trade Commission and the As-
sistant Attorney General in charge of the Anti-
trust Division of the Department of Justice to
determine whether such acquisition may, if con-
summated, violate the antitrust laws.
(d) Effective date
Subsection (b) shall take effect on the date on
which the rule described in subsection (c) takes
effect.
(Pub. L. 117–328, div. GG, title II, § 202, Dec. 29,
2022, 136 Stat. 5970.)
Statutory Notes and Related Subsidiaries
FINDINGS AND PURPOSE
Pub. L. 117–328, div. GG, title II, § 201, Dec. 29, 2022, 136
Stat. 5969, provided that:
‘‘(a) FINDINGS.—Congress finds the following:
‘‘(1) Foreign subsidies, which can take the form of
direct subsidies, grants, loans (including below-mar-
ket loans),
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