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:
- Definitive Healthcare Corp. and ZoomInfo Technologies Inc. – Definitive and ZoomInfo operate go-to-market information and intelligence platforms used by third-party sales, marketing, operations, and recruiting teams across the United States. One director served simultaneously on the boards of both companies and resigned from Definitive’s board in response to the Division’s concerns about the alleged interlock.
- Maxar Technologies Inc. and Redwire Corp. – Maxar and Redwire are providers of space infrastructure and communications products and services. One director served simultaneously on the boards of both companies and resigned from Redwire’s board in response to the Division’s concerns about the alleged interlock.
- Littelfuse Inc. and CTS Corp. – Littelfuse and CTS are manufacturers of components and technologies for use in transportation applications, including sensors and switches for use in passenger and commercial vehicles. One director served simultaneously on the boards of both companies and resigned from CTS’s board in response to the Division’s concerns about the alleged interlock.
- Skillsoft Corp. and Udemy Inc. – Skillsoft and Udemy are providers of online corporate education services. One director served simultaneously on the boards of both companies, as did the investment firm Prosus, through that director, because he represented Prosus on both boards at the same time. The director resigned from Udemy’s board in response to the Division’s concerns about the alleged interlock.
- Solarwinds Corp. and Dynatrace, Inc. – Solarwinds and Dynatrace are providers of Application Performance Monitoring (APM) software. One director served simultaneously on the boards of both companies, as did the investment firm Thoma Bravo, through this director, because he represented Thoma Bravo on both boards at the same time. Two additional directors also represented Thoma Bravo on the Solarwinds's board. All three directors resigned from Solarwinds’s board in response to the Division’s concerns about the alleged interlock.
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 antitrust.complaints@usdoj.gov.