Short-Swing Trading

News & Analysis as of

Second Circuit Holds Facebook IPO Underwriters Not Subject to Short-Swing Profit Rules

On November 3, 2016, the Second Circuit upheld the district court’s ruling involving the Facebook IPO that underwriters of the IPO are not required to disgorge short-swing profits made with their sales and purchases of shares...more

Corporate Finance Alert: Second Circuit Upholds District Court’s Facebook Lock-Up Ruling: Underwriters Not Subject to Group...

On November 3, 2016, in Lowinger v. Morgan Stanley & Co. LLC, the U.S. Court of Appeals for the 2nd Circuit upheld a district court finding that customary initial public offering (IPO) lock-up agreements do not render parties...more

Section 16(b) Decision Provides Important Guidance

A recent opinion by the US District Court for the Southern District of New York denying a motion to dismiss “short-swing” profit claims under Section 16(b) of the Securities Exchange Act of 1934 against members of an alleged...more

Second Circuit Affirms Dismissal of Short-Swing Profit Claim Against Goldman Sachs Arising from Six-Month Call Options

In Roth v. The Goldman Sachs Group, Inc., No. 12-2509-cv, 2014 WL 305094 (2d Cir. Jan. 29, 2014), the United States Court of Appeals for the Second Circuit held that the short-swing profits rule imposed by Section 16(b) of...more

March 2013: White Collar Litigation Update

Second Circuit Declines to Apply Short-Swing Profit Rule to Transactions Involving Different Types of Stock. In a case of first impression, Gibbons v. Malone, No. 11–3620–cv, 2013 WL 57844 (2d Cir. Jan. 7, 2013), the Second...more

The Second Circuit Finds No Section 16(b) Violation Where Different Securities of the Same Issuer Are Bought and Sold

In Gibbons v. Malone, No. 11-3620-cv, 2013 WL 57844 (2d Cir. Jan. 7, 2013), the United States Court of Appeals for the Second Circuit held that the “short-swing profits rule” imposed by Section 16(b) of the Securities...more

Does Every 10% Owner Owe A Fiduciary Duty To The Corporation?

If I told you that all 10% owners owe a fiduciary duty to the corporation, I’d be surprised if you weren’t surprised. However, that was, in fact, the holding of the Second Circuit Court of Appeals last October in Donoghue v....more

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