On May 23, 2025, in a significant decision with implications for future short-swing trading claims, the United States Court of Appeals for the Second Circuit Court affirmed two district court decisions holding that a controlling shareholder’s sales of an issuer’s common stock cannot be matched with the issuer’s repurchases of its common stock for purposes of Section 16(b) of the Securities Exchange Act (“Exchange Act”).  Roth v. LAL Family Corp., et al., No. 24-2464 (2d. Cir. 2025); Roth v. Patrick Drahi, et al., No. 24-2761 (2d Cir. 2025).  

On November 16, 2023, the United States Court of Appeals for the Ninth Circuit affirmed in part and reversed in part a motion to dismiss a derivative action brought by a shareholder of a publicly traded biotechnology company (the “Company”) under Section 16(b) of the Securities Exchange Act of 1934 against the Company, its beneficial owner (the “Beneficial Owner”), one of the Company’s directors (the “Director Defendant”) and his wife, and their trust (the “Trust”).  Andrew E. Roth v. Foris Ventures LLC, et al., 22-16632 (9th Cir. Nov. 13, 2023).