Реферат: Business associations

1)Multiple transactions --if there is more than one purchase or sale transaction within the six-month period, the transactions are paired by matching the highest sale price with the lowest purchase price, the next highest price with the next lowest price, etc. a court can look six month forward or backward from any sale to find a purchase, or from any purchase to find a sale

c)Who May Recover --the profit belongs to the corp alone. Although not a typical derivative action, if the corp fails to sue after a demand by a sh, the sh may sue on the corp’s behalf. The cause of action is federal, so there is no posting of security requirement, and no contemporaneous sh requirement. Remedy:

1)All sales and purchases within 6 months are included;

2)Damages calculated as to maximize the gain to he company;

3)Match highest sale price against lowest purchase price within relevant period; continue until you can go no further.

d)Insiders --insiders are officers (named officers and those persons functioning as officers), dirs (actually serving or who authorized deputization of another), and beneficial owners of more than 10% of the shares. Insider status for officers and dirs is determined at the time they made a purchase or sale. Transactions made before taking office is NOT within section 16(b), but those made after leaving office are subject to the statute if they can be matched with a transaction made while in office. Liability is imposed on a beneficial owner only if he owned more than 10% of the shares at the time of both the purchase and sale.

e)”Purchase or Sale” --this includes any purchase of stock. Unorthodox transactions that result in the acquisition or deposition of stock (e.g., merger for stock, redemption of stock) are also purchases and sales.

E.SECTION 16(B) COMPARED TO RULE 10B-5:

a)Covered Securities --Section 16(b) applies to securities registered under the 1934 act; rule 10b-5 applies to all securi