Credit Suisse Securities (USA) LLC, et al., Petitioners v. Vanessa Simmonds (566 U.S. 221)
U.S. Supreme Court · decided March 26, 2012 · Supreme Court Database (Spaeth)
- Citation
- 566 U.S. 221 · 132 S. Ct. 1414
- Decided
- March 26, 2012
- Term
- October Term 2011
- Vote
- 8–0
- Majority author
- Justice Scalia
- Issue area
- Economic Activity
- Disposition
- Vacated and remanded
- Outcome
- Petitioning party won
- Ideological direction
- Conservative
Opinion excerpt
Justice Scalia delivered the opinion of the Court. We consider whether the 2-year period to file suit against a corporate insider under § 16(b) of the Securities Exchange Act of 1934, 15 U. S. C. § 78p(b), begins to run only upon the insider’s filing of the disclosure statement required by § 16(a) of the Act, § 78p(a). I Under § 16(b) of the Exchange Act, 48 Stat. 896, as amended, a corporation or security holder of that corporation may bring suit against the officers, directors, and certain beneficial owners of the corporation who realize any profits from the purchase and sale, or sale and purchase, of the corporation’s securities within any 6-month period. “The statute imposes a form of strict liability” and requires insiders to disgorge these “short-swing” profits “even if they did not trade on inside information or intend to profit on the basis of such information.” Gollust v. Mendell, 501 U. S. 115, 122 (1991). Section 16(b) provides that suits must be brought within “two years after the date such profit was realized.” 15 U. S. C. § 78p(b). In 2007, respondent Vanessa Simmonds filed 55 nearly identical actions under § 16(b) against financial institutions that had underwritten various initial public offerings (IPOs) in the late 1990⅛ and 2000, including these petitioners. In a representative complaint, she alleged that the underwriters and the issuers’ insiders employed…
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