BankAmerica Corp. v. United States

462 U.S. 122, 103 S. Ct. 2266, 76 L. Ed. 2d 456, 1983 U.S. LEXIS 50, 51 U.S.L.W. 4685
CourtSupreme Court of the United States
DecidedJune 8, 1983
Docket81-1487
StatusPublished
Cited by83 cases

This text of 462 U.S. 122 (BankAmerica Corp. v. United States) is published on Counsel Stack Legal Research, covering Supreme Court of the United States primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
BankAmerica Corp. v. United States, 462 U.S. 122, 103 S. Ct. 2266, 76 L. Ed. 2d 456, 1983 U.S. LEXIS 50, 51 U.S.L.W. 4685 (1983).

Opinions

Chief Justice Burger

delivered the opinion of the Court:

The question presented is whether § 8 of the Clayton Act bars interlocking directorates between a bank and a competing insurance company.

[124]*1241 — 1

In 1975, the United States brought these companion test cases (now consolidated) against 10 corporations arid 5 individuals. The corporations were three banks and their three respective holding companies, and four mutual life insurance companies. The five individuals each served on the board of directors of one of the banks or bank holding companies and one of the insurance companies. It was stipulated that the interlocked banks and insurance companies compete in the interstate market for mortgage and real estate loans.

The Government asserts that interlocking directorates between banks and insurance companies violate §8 of the Clayton Act, 38 Stat. 732, as amended, 15 U. S. C. § 19. The fourth paragraph of § 8, on which the Government relies, provides:

“No person at the same time shall be a director in any two or more corporations, any one of which has capital, surplus, and undivided profits aggregating more than $1,000,000, engaged in whole or in part in commerce, other than banks, banking associations, trust companies, and common carriers subject to the Act to regulate commerce, approved February fourth, eighteen hundred and eighty-seven, if such corporations are or shall have been theretofore, by virtue of their business and location of operation, competitors, so that the elimination of competition by agreement between them would constitute a violation of any of the provisions of any of the antitrust laws.” (Emphasis added.)

In short, this statute forbids a person to serve simultaneously on the boards of directors of two or more corporations that meet certain specifications, namely, that the corporations be engaged in commerce, at least one of them having capital, surplus, and undivided profits worth more than $1 million, that they be competitors, and that they be [125]*125“other than banks, banking associations, trust companies, and common carriers . . .

According to the Government, the language “[n]o person at the same time shall be a director in any two or more corporations . . . other than banks” prohibits interlocking directorates between any two or more competing corporations, but excludes from this general prohibition interlocking directorates between banks. The Government argues that the purpose of the “other than banks” clause was simply to prevent overlapping regulation of interlocks between banks, which are separately regulated in the first three paragraphs of § 8. Thus, it interprets the fourth paragraph of §8 to reach interlocks between banks and nonbanks, which interlocks are otherwise unregulated. Petitioners respond that the “other than banks” clause expressly excludes interlocking directorates involving banks from the scope of the fourth paragraph of §8.

On cross-motions for summary judgment, the United States District Court for the Northern District of California granted summary judgment for petitioners and dismissed the Government’s suits. United States v. Crocker National Corp., 422 F. Supp. 686 (1976). The District Court held:

“[A] normal reading of the statutory language Two . . . corporations . . . other than banks’ compels the conclusion that the statute applies only to two corporations, neither of which is a bank.
“[A]n ordinary reading of the statutory prohibition ‘[n]o person . . . shall [serve as] a director in any two or more corporations . . . other than banks’ means that banks were not to be subject to this prohibition.” Id., at 689-690.

Although the District Court saw no need for further factual inquiry in light of the “clear statutory language,” id., at 690, it observed that this interpretation of the statute was “confirmed by 60 years of administrative and Congressional inter[126]*126pretation, as well as by the legislative history underlying section 8.” Id., at 703.

A divided Court of Appeals reversed. United States v. Crocker National Corp., 656 F. 2d 428 (CA9 1981). Unlike the District Court, the majority viewed the statutory language as ambiguous. It stated that the “other than banks” clause could be interpreted equally plausibly to mean either “two or more corporations [none of which are] banks,” or “two or more corporations [not all of which are] banks.” Id., at 434 (emphasis deleted). Relying chiefly on its view of the underlying policy of the Clayton Act, the Court of Appeals held that the fourth paragraph of § 8 should be interpreted to bar all interlocking directorates between banks and competing nonbanking corporations.

In the view of the Court of Appeals, petitioners’ position left a “gap” in the coverage of § 8. Discerning nothing in the legislative history directly bearing on the applicability of § 8 to interlocking directorates between banks and nonbanking corporations, the Court of Appeals relied on the broad purpose of Congress to condemn “interlocking directorates between large competing corporations,” id., at 439, as support for an interpretation of §8 leaving no “loopholes.” It thus interpreted the “other than banks” language to refer back to the interlocks between banks regulated in the preceding paragraphs of § 8; this interpretation left interlocking directorates between banks and nonbanks subject to the general bar of the fourth paragraph of §8.1

We granted certiorari, 456 U. S. 1005 (1982), and we reverse.

II

The Clayton Act of 1914 was passed in a period when Congress was focusing on the perceived evils of corporate [127]*127bigness and monopoly. President Wilson, for example, had made the “trusts” a core issue of his 1912 campaign; Congress followed up with the Pujo Committee investigation into the investment banking trust. See generally Travers, Interlocks in Corporate Management and the Antitrust Laws, 46 Texas L. Rev. 819, 824-829 (1968). Interlocks between large corporations were seen in the public debate as per se antagonistic to the public interest; many, including President Wilson, called for legislation that would, among other things, ban all kinds of interlocks. Interlocks were condemned regardless of whether the relationship between the corporations was horizontal or vertical; whether it was accomplished through the sharing of personnel, including directors and officers; or whether it was achieved through interlocking stock holdings or other indirect forms of domination. See, e. g., S. Rep. No. 698, 63d Cong., 2d Sess., 15 (1914); Hearings on Trust Legislation before the House Committee on the Judiciary, 63d Cong., 2d Sess., 816, 818-820, 823, 925 (1914) (hereafter Trust Hearings). Plainly, these were policy matters appropriate for Congress to resolve.

However, when the Clayton Act was enacted, its scope was considerably less comprehensive than many of the proposals pressed upon Congress. Rather than enacting a broad scheme to ban all interlocks between potential competitors, Congress approached the problem of interlocks selectively, limiting both the classes of corporations and the kinds of interlocks subject to regulation.

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462 U.S. 122, 103 S. Ct. 2266, 76 L. Ed. 2d 456, 1983 U.S. LEXIS 50, 51 U.S.L.W. 4685, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bankamerica-corp-v-united-states-scotus-1983.