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WASHINGTON – The Justice Department announced today that seven directors have resigned from corporate board positions in response to concerns by the Antitrust Division that their roles violated the Clayton Act’s prohibition on interlocking directorates. Section 8 of the Clayton Act (Section 8) prohibits directors and officers from serving simultaneously on the boards of competitors, subject to limited exceptions. Over the last several months, the Division announced its intent to reinvigorate Section 8 enforcement. This announcement is the first in a broader review of potentially unlawful interlocking directorates.
“Section 8 is an important, but underenforced, part of our antitrust laws. Congress made interlocking directorates a per se violation of the antitrust laws for good reason. Competitors sharing officers or directors further concentrates power and creates the opportunity to exchange competitively sensitive information and facilitate coordination – all to the detriment of the economy and the American public,” said Assistant Attorney General Jonathan Kanter of the Justice Department’s Antitrust Division. “The Antitrust Division is undertaking an extensive review of interlocking directorates across the entire economy and will enforce the law.”
By eliminating the opportunity to coordinate – explicitly or implicitly – through interlocking directorates, Section 8 is also intended to prevent other violations of the antitrust laws before they occur. In response to the Division’s competition concerns, the following companies and directors unwound the interlocks without admitting to liability:
Companies, officers, and board members should expect that enforcement of Section 8 will continue to be a priority for the Antitrust Division. Anyone with information about potential interlocking directorates or any other potential violations of the antitrust laws is encouraged to contact the Antitrust Division’s Citizen Complaint Center at 1-888-647-3258 or [email protected].
