SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
15
U.S.C. § 78p(a) (1988)
Every person who is directly or
indirectly the beneficial owner of more than 10 per centum of any class of any
equity security (other than an exempted security) which is registered pursuant
to section 12 of this title, or who is a director or an officer of the issuer
of such security, shall file, at the time of the registration of such security
on a national securities exchange or by the effective date of a registration statement
filed pursuant to section 12(g) of this title, or within ten days after he
becomes such beneficial owner, director, or officer, a statement with the
Commission (and, if such security is registered on a national securities
exchange, also with the exchange) of the amount of all equity securities of
such issuer of which he is the beneficial owner, and within ten days after the
close of each calendar month thereafter, if there has been a change in such
ownership during such month, shall file with the Commission (and if such
security is registered on a national securities exchange, shall also file with
the exchange), a statement indicating his ownership at the close of the
calendar month and such changes in his ownership as have occurred during such
calendar month.
SECTION 16(b) OF THE
SECURITIES EXCHANGE ACT OF 1934
15
U.S.C. § 78p(b) (1988)
For the purpose of preventing the
unfair use of information which may have been obtained by such beneficial
owner, director, or officer by reason of his relationship to the issuer, any
profit realized by him from any purchase and sale, or any sale and purchase, of
any equity security of such issuer (other than an exempted security) within any
period of less than six months, unless such security was acquired in good faith
in connection with a debt previously contracted, shall inure to and be
recoverable by the issuer, irrespective of any intention on the part of such
beneficial owner, director, or officer in entering into such transaction of
holding the security purchased or of not repurchasing the security sold for a
period exceeding six months. 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 involved,
or any transaction or transactions which the Commission by rules and
regulations may exempt as not comprehended within the purpose of this
subsection.