Simmonds John G. Roberts, Jr. These profits are called short-swing profits. Section 16 b seeks to ensure that corporate insiders do not profit from inside information by requiring them to disgorge these "short-swing" profits to turn them over to the corporation. Section 16 b imposes a form of strict liability requiring disgorgement even if the insiders did not trade on inside information or intent to profit on the basis of such information.
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The syllabus constitutes no part of the opinion of the Court but has been prepared by the Reporter of Decisions for the convenience of the reader. See United States v. The District Court dismissed the complaints as untime- ly. The Ninth Circuit reversed. Citing its decision in Whittaker v. Whittaker Corp. The rule is also not supported by the background rule of equitable tolling for fraudulent concealment.
DiGuglielmo, U. Tolling therefore ceases when fraudulently concealed facts are, or should have been, discovered by the plaintiff. United States, U. Had Congress intended the possibility of such endless tolling, it would have said so. The lower courts should consider in the first instance how usual equitable tolling rules apply in this case. Cite as: U. Mendell, , Suit to recover such profit may be instituted at law or in equity in any court of competent jurisdiction by the issuer, or by the owner of any security of the issuer in the name and in behalf of the issuer if the issuer shall fail or refuse to bring such suit within sixty days after request or shall fail diligently to prosecute the same thereafter; but no such suit shall be brought more than two years after the date such profit was realized.
This subsection shall not be construed to cover any transaction where such beneficial owner was not such both at the time of the purchase and sale, or the sale and purchase, of the security or security-based swap agreement as defined in section B of the Gramm-Leach-Bliley Act involved, or any transaction or transactions which the [Securities and Exchange] Commission by rules and regu- lations may exempt as not comprehended within the purpose of this subsection.
In re: Section 16 b Litigation, F. See 15 U. The latter requires insiders to disclose any changes to their ownership interests on a document known as a Form 4, specified in the Securities and Exchange Commis- sion regulations. Simmonds contends that this exemption does not apply where the underwriters do not act in good faith. Brief for Respondent We express no view on this issue.
Judge Milan Smith, Jr. We granted certiorari, U. II Petitioners maintain that these suits were properly dismissed because they were filed more than two years af- ter the alleged profits were realized.
Credit Suisse Securities v. Simmonds
Mendell, U. See 15 U. The latter requires insiders to disclose any changes to their ownership interests on a document known as a Form 4, specified in the Securities and Exchange Commission regulations. Citing its decision in Whittaker v. Whittaker Corp. Judge Milan Smith, Jr.
CREDIT SUISSE V SIMMONDS PDF
The syllabus constitutes no part of the opinion of the Court but has been prepared by the Reporter of Decisions for the convenience of the reader. See United States v. The District Court dismissed the complaints as untime- ly. The Ninth Circuit reversed.