David Hackett Souter

“ In fact, the terms of the statute do not even require that the security owner have had an interest in the issuer at the time of the defendant's short-swing trading, and the courts to have addressed this issue have held that a subsequent purchaser of the issuer's securities has standing to sue for prior short-swing trading. ”

“ The statute does not specifically bar the maintenance of § 16 (b) suits by former shareholders and Congress . . . could readily have eliminated such individuals." Id., at 730. Since the provisions of the statute were open to "interpretation," the court relied on the statute's remedial purposes in determining "whether the policy behind the statute is best served by allowing the claim." Id., at 728-729. The majority concluded that the remedial policy favored recognizing respondent's continued standing after the merger. ”

“ He alleged that petitioners, a collection of limited partnerships, general partnerships, individual partners and corporations, "operated as a single unit" and were, for purposes of this litigation, a "single . . . beneficial owner of more than ten per centum of the common stock" of International. App. to Pet. for Cert. 40a-42a. Respondent claimed that petitioners were liable to International under § 16 (b) for approximately $11 million in profits earned by them from trading in International's common stock between July and October 1986. ”

“ Congress recognized that insiders may have access to information about their corporations not available to the rest of the investing public. By trading on this information, these persons could reap profits at the expense of less well informed investors. ”

“ A " [s] uit to recover [an insider's] profit may be instituted . . . by the issuer, or by the owner of any security of the issuer in the name and in behalf of the issuer. . . ." Ibid. The statute imposes a form of strict liability on "beneficial owner [s] ," as well as on the issuer's officers and directors, rendering them liable to suits requiring them to disgorge their profits even if they did not trade on inside information or intend to profit on the basis of such information. ”

“ Black's Law Dictionary 985-986 (3d ed. 1933) (citing cases) ; see Black's Law Dictionary 800 (6th ed. 1990) (same definition) ; Random House Unabridged Dictionary of the English Language 988 (2d ed. 1987) ("to set in operation; to institute a lawsuit") . ”