Page:United States Statutes at Large Volume 104 Part 4.djvu/563

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PUBLIC LAW 101-588—NOV. 16, 1990 104 STAT. 2879 Public Law 101-588 101st Congress An Act Entitled the "Antitrust Amendments Act of 1990". Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That this Act may be cited as the "Antitrust Amendments Act of 1990". SEC. 2. Section 8 of the Clayton Act (15 U.S.C. 19) is amended to read as follows: "SEC. 8. (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 eUmination 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) ITie 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 Nov. 16, 1990 [H.R. 29] Antitrust Amendments Act of 1990. Corporations. 15 USC 1 note.