See 405 U.S. 969, 92 S.Ct. 1162.

Syllabus

Respondent, the owner of more than 10% of Dodge Mfg. Co.'s stock, within six months of the purchase thereof sold enough shares to a broker to reduce its holding to 9.96%, for the purpose of immunizing the disposal of the remainder from liability under § 16(b) of the Securities Exchange Act of 1934. Under that provision a corporation may recover for itself the profits realized by an owner of more than 10% of its shares from a purchase and sale of its stock within any six-month period, provided the owner held more than 10% 'both at the time of purchase and sale.' Held: Under the terms of § 16(b) respondent is not liable to petitioner (Dodge's successor) for profits derived from the sale of the 9.96% to Dodge within six months of purchase. Pp. 422-427.

434 F.2d 918, affirmed.

Thomas P. Mulliganm, Cleveland, Ohio, for petitioner.

Walter P. North, Washington, D.C., for Securities and Exchange Commission, as amicus curiae, by special leave of Court.

Albert E. Jenner, Jr., Chicago, Ill., for respondent.