Fed. Sec. L. Rep. P 95,294 MacAuley Whiting v. The Dow Chemical Company

GURFEIN, Circuit Judge:

This appeal presents a difficult and important question of first impression in this court concerning the interpretation of § 16(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78p(b), as it applies to the matching transactions of a corporate insider and his spouse. The issue is whether a corporate director may be held to have “realized profit” within the meaning of § 16(b) as a result of a matching of his wife’s sales and his own purchase of his company’s securities within the statutory six-month period. 1

In a thorough opinion after a non-jury trial, Judge Ward…