33-3-442. Inside trading of securities — profit inures to company — limitation of action to recover — rules. (1) For the purpose of preventing the unfair use of information that may have been obtained by the beneficial owner, director, or officer by reason of the individual’s relationship to the company, any profit realized by the individual from any purchase and sale, or any sale and purchase, of any equity security of the company within any period of less than 6 months, unless the security was acquired in good faith in connection with a debt previously contracted, must benefit and be recoverable by the company, irrespective of any intention on the part of the beneficial owner, director, or officer in entering into the transaction of holding the security purchased or of not repurchasing the security sold for a period exceeding 6 months.

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(2)Suit to recover the profit described in subsection (1) may be instituted at law or in equity in any court of competent jurisdiction by the company or by the owner of any security of the company in the name and in behalf of the company if the company fails or refuses to bring suit within 60 days after request or fails to diligently prosecute the suit. However, the suit may not be brought more than 2 years after the date the profit was realized.

(3)This section may not be construed to cover any transaction in which the beneficial owner was not the beneficial owner both at the time of the purchase and sale, or the sale and purchase, of the security involved or any transaction or transactions that the commissioner may exempt by rule as not comprehended within the purpose of this section.