Purpose is to prevent unfair use of inside information and manipulation of price. Done by imposing strict liability - no proof of inside information is required.
- Purchase and sale or sale and purchase within 6 months; if difficult to determine if a transaction was a sale, the test is whether this is the kind of transaction in which abuse of inside information is likely to occur.
- applies only to equity securities (such as options, warrants, preferred stock, common stock)
- applies only to officers, directors, or 10% shareholders
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