§480-8 - Interlocking directorates and relationships. - Hawaii Statutes

     §480-8  Interlocking directorates and relationships.  (a)  From and after February 21, 1962, no person shall be at the same time a director, officer, partner, or trustee in any two or more firms, partnerships, trusts, associations, or corporations or any combination thereof, engaged in whole or in part in commerce, if such firms, partnerships, trusts, associations, or corporations or any combination thereof, 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 this chapter.

     (b)  From and after February 21, 1962, no person shall be at the same time a director, officer, partner, or trustee in any two or more noncompeting firms, trusts, partnerships, or corporations or any combination thereof, any one of which has a total net worth aggregating more than $100,000, or a total net worth of all of the business entities aggregating more than $300,000, engaged in whole or in part in trade or commerce in this State where the effect of a merger between such business entities whether legally possible or not may be substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State.  The total net worth herein mentioned with reference to a corporation shall consist of the capital, surplus, and undivided profits; the total net worth with reference to a firm or partnership shall consist of the capital account; and the total net worth with reference to a trust shall consist of the principal of the trust.

     This subsection shall not apply to an interlocking directorship between a bank doing a banking business and any other business firm or entity.

     (c)  No person shall by the use of a representative or representatives effectuate the result prohibited in the preceding subsections where the act or acts of the representative or representatives acting in their capacities as directors, officers, partners, or trustees of such business entities indicate an attempt, directly or indirectly, to manipulate the conduct of the business entities to the detriment of any of such entities and to the benefit of any other entity in which such person has an interest.

     (d)  The validity or invalidity of any act of any director, officer, or trustee done by such director, officer, or trustee while occupying such position in violation of this section shall be determined by the statutory and common law of the State relating to corporations, trusts, or associations except that it shall not be affected by section 1-6.  The nonapplicability of section 1-6 is limited to this section only.

     The attorney general may bring an action at any time to cause a director, officer, or trustee who may be occupying such position in violation of this section, to vacate the office or offices to effectuate the termination of the prohibited interlocking relationship.  The attorney general or any person affected by any act or acts of the director, officer, or trustee may move to cause the director, officer, or trustee who may be occupying such position in violation of this section to vacate the office or offices to effectuate the termination of the prohibited interlocking relationship, in any action or proceeding in which the person affected, and any such director, officer, or trustee, or the legal entities in which the director, officer, or trustee holds office are parties to the action or proceeding, without the necessity of bringing a separate action to try title to office.  The court upon finding that a director, officer, or trustee is holding office in contravention of this section shall order the person to terminate the interlocking relationship, and in the case of a trustee, the court may, when it deems appropriate, order the attorney general to institute proceedings for the removal of the trustee from the trustee's office, and the findings of the court of the violation of this section by the trustee shall be a sufficient cause of action to maintain the proceeding.  Any remedy provided in this section shall not limit and is in addition and cumulative to any other remedy available under any other section of this chapter or any other law. [L 1961, c 190, §6; Supp, §205A-6; HRS §480-8; gen ch 1985]