Trw, Inc., and Horace A. Shepard v. The Federal Trade Commission

TRW, Inc., and Horace A. Shepard petition for review of a final order of the Federal Trade Commission requiring them to cease and desist from violating section 8 of the Clayton Act, 15 U.S.C. § 19 , proscribing interlocking directorates. Our jurisdiction is authorized by section 11(c) of the Clayton Act, 15 U.S.C. § 21 (c). We affirm the Commission’s finding of a section 8 violation as to both petitioners and reject the various defenses of the petitioners. However, because the Commission erred in assessing the need for prospective relief, we set aside the cease and desist orders.

I.

STATEMENT OF THE CASE

Horace Shepard has been associated with TRW since 1951 and served as chief executive officer from 1969 to 1977. He joined TRW’s board in 1957 and is eligible to remain on the board until 1984 on the date of his seventy-second birthday. On March 20, 1971, Shepard also was elected to the board of the Addressograph-Multigraph Corp. (AM). He served on the A-M board until November 6, 1975. During this period Shepard maintained his position as a TRW director.

On June 17, 1976, the Federal Trade Commission voted to issue a complaint against TRW, Shepard, and A-M, charging them with…