An “interlocking directorate” is when the same person serves at the same time as a director or board‑elected officer of two corporations that compete with each other, and those corporations are large enough to meet the financial thresholds set in Section 8 of the Clayton Act. In that situation, the law can prohibit the overlap to prevent coordination between competitors.
• Section 8(a)(1) (15 U.S.C. § 19(a)(1)) makes it unlawful for any person to serve at the same time as a director or officer of two corporations (other than banks, banking associations, and trust companies) if: – both corporations are engaged in commerce, – they are competitors such that eliminating competition between them would violate the antitrust laws, and – each corporation’s capital, surplus, and undivided profits exceed the adjusted jurisdictional threshold (for 2026, $54,402,000).
• Section 8(a)(2)(A) does not add a new prohibition; it creates a “de minimis” exception to the Section 8(a)(1) ban. It provides that simultaneous service is not prohibited if the “competitive sales” of either corporation are less than the adjusted dollar threshold (for 2026, $5,440,200). In other words, if the amount of business the companies do in competition with each other is below that small-sales threshold, the interlock is allowed.
The statute requires the FTC to adjust the Section 8 thresholds every year based on changes in overall U.S. economic output:
• Section 8(a)(5) (15 U.S.C. § 19(a)(5)) says the original $10 million and $1 million thresholds must be increased or decreased each fiscal year by the same percentage change in U.S. gross national product (GNP) compared to the 1989 base year. • Using Commerce Department GNP data, the FTC applies that percentage change to the statutory amounts, rounds them, and publishes the updated figures in a Federal Register notice each year (typically in January). Those published figures are the operative jurisdictional thresholds for Section 8(a)(1) and 8(a)(2)(A).
For 2026, the FTC states that the revised Section 8 thresholds “become effective once published in the Federal Register.” This follows the same pattern as prior years, where the Federal Register notice specifies that the new thresholds “take effect immediately” on the date of publication.
They are applied prospectively from that publication date. Companies and board members are expected to comply going forward; the new 2026 dollar thresholds are not applied retroactively to periods before they took effect.
Section 8 covers individuals who serve as directors or board‑elected officers of two competing corporations that meet the financial thresholds, regardless of where the corporations are incorporated, so long as they are “engaged in commerce” that affects U.S. trade.
Covered entities and people include: • Corporations (other than banks, banking associations, and trust companies) that are engaged in whole or in part in commerce and compete with each other, each having capital, surplus, and undivided profits above the adjusted Section 8(a)(1) threshold and competitive sales above the Section 8(a)(2)(A) threshold. • Any person (individual) who is a director or an officer elected or chosen by the board of directors of both corporations.
Foreign corporations with U.S. operations or sales can fall under Section 8 if they are engaged in commerce affecting the United States and meet these size and competitive‑sales thresholds; conversely, purely foreign businesses with no relevant U.S. commerce would generally be outside the statute’s scope.