B.D. PARKER, JR., Circuit Judge.
Section 16(b) of the Securities Exchange Act of 1934 imposes strict liability on insiders whose purchases and sales of securities result in "short-swing profits." See 15 U.S.C. § 78p(b). Insiders include directors, officers, and "beneficial owners" of more than 10% of a company's registered securities—namely, persons who exercise voting or investment control over, and hold a pecuniary interest in, more than 10% of...
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