The Paul, Weiss Antitrust Practice advises clients on a full range of global antitrust matters, including antitrust regulatory clearance, government investigations, private litigation, and counseling and compliance. The firm represents clients before antitrust and competition authorities in the United States, the European Union, the United Kingdom and other jurisdictions around the world.
Prohibition on Interlocking Directorates May Prohibit a Firm From Appointing Its Agents to Serve As Directors of Competing Corporations
November 13, 2007 Full PDF
Section 8 of the Clayton Act ("Section 8") provides that "[n]o person shall, at the same time, serve as a director or officer in any two corporations" that are "competitors." 15 U.S.C. § 19(a)(1). Firms ought to consider Section 8 before placing individuals - even different individuals - on the boards of competing corporations. Whether Section 8 applies to a firm depends on several factors, including (1) whether the competing corporations satisfy statutory threshold requirements, (2) whether those corporations are "competitors," (3) whether the appointed individuals act as agents of the firm, and (4) the ownership interest of the appointing corporation in each of the firms.