15 U.S.C. § 19 — Interlocking directorates and officers

(a)(1) No one may serve, at the same time, as a director or officer of two corporations — other than banks, banking associations, and trust companies — if both are true: (A) both corporations do business, at least in part, in commerce; and (B) the corporations compete with each other, so that an agreement between them to eliminate that competition would violate the antitrust laws. This ban only applies if each corporation's capital, surplus, and undivided profits together add up to more than $10,000,000 (adjusted as described in paragraph (5)). (2) Despite paragraph (1), serving at the same time as a director or officer of two such corporations is allowed if any of these apply: (A) either corporation's "competitive sales" are less than $1,000,000 (adjusted as described in paragraph (5)); (B) either corporation's competitive sales are less than 2 percent of that corporation's total sales; or (C) each corporation's competitive sales are less than 4 percent of that corporation's total sales. "Competitive sales" means the total revenue one corporation earned from products and services that competed with the other corporation, based on that corporation's last completed fiscal year. "Total sales" means all revenue that corporation earned from all its products and services over its last completed fiscal year. (3) Whether a director or officer qualifies under paragraph (1) is decided using each corporation's capital, surplus, and undivided profits — not counting dividends that were declared but not yet paid to stockholders — as of the end of that corporation's last completed fiscal year. (4) In this section, "officer" means someone elected or chosen by the corporation's Board of Directors. (5) Starting with each fiscal year after September 30, 1990, the $10,000,000 and $1,000,000 thresholds in this subsection go up or down each October 1. They change by the same percentage that gross national product changed, as measured by the Department of Commerce or its successor, for the year that just ended, compared to the level set for the year ending September 30, 1989. The Federal Trade Commission must publish the adjusted amounts as soon as practicable, and no later than January 31 of each year. (b) If a person elected or chosen as a director or officer of a corporation covered by this section was eligible to serve in that capacity at the time of election or selection, that eligibility is not affected by any later change in that corporation's capital, surplus, undivided profits, or affairs, for any reason — until one year after the date the change that would otherwise cause ineligibility occurred.