Short Swing Profit

The company cannot waive its right to recover the short swing profits and any stockholder of the company can bring suit in the name of the company to recover short swing profits on behalf of the company.

Short swing profit. A profit made by a corporate insider who purchases stock and sells it or sells stock and purchases it within a prescribed period note. Section 16 imposes a strict liability standard good faith mistakes or misunderstandings of the law are not defenses. Because the statute creates a bright line holding period an insider can easily circumvent the rule by simply delaying the second leg of a round trip transaction until after the statutory holding period expires. A short swing rule restricts officers and insiders of a company from making short term profits at the expense of the firm.

It is part of united states federal securities law and is a prophylactic measure intended to guard against so called insider trading. The short swing profit rule requires insiders to disgorge any trading profit earned from a round trip transaction that occurs within a six month window. The short swing profit rule also known as the section 16b rule is an sec regulation that prevents insiders in a publicly traded company from reaping short term profits. If an officer a director or a large 10 or more shareholder of a public corporation realizes a profit from buying and selling stock within a six month period section 16 b of the securities exchange act of 1934 the act authorizes the corporation to recover from such statutory insider any so called short swing profits.

The short swing profit rules were created to prevent insiders who have greater access to material company information from taking advantage of information for the purpose of making short term profits from trading an issuer s securities. The rule mandates that if an officer director or any shareholder holding more than 10 of outstanding shares of a publicly traded.