375.423. Company may recover profits realized by officer or director in certain transactions--exceptions. - Missouri Statutes

Company may recover profits realized by officer or director incertain transactions--exceptions.

375.423. For the purpose of preventing the unfair use ofinformation which may have been obtained by such beneficialowner, director or officer by reason of his relationship to suchcompany, any profit realized by him from any purchase and sale,or any sale and purchase, of any equity security of such companywithin any period of less than six months, unless such securitywas acquired in good faith in connection with a debt previouslycontracted shall inure to and be recoverable by the company,irrespective of any intention on the part of such beneficialowner, director or officer in entering into such transaction ofholding the security purchased or of not repurchasing thesecurity sold for a period exceeding six months. Suit to recoversuch profit may be instituted in any court of competentjurisdiction by the company, or by the owner of any security ofthe company in the name and on behalf of the company if thecompany shall fail or refuse to bring such suit within sixty daysafter request or shall fail diligently to prosecute the suitthereafter; but no such suit shall be brought more than two yearsafter the date the profit was realized. This section shall notbe construed to cover any transaction where the beneficial ownerof the equity security involved was not the owner both at thetime of the purchase and sale, or the sale and purchase, or anytransaction or transactions which the director by rules andregulations may exempt as not comprehended within the purpose ofthis section.

(L. 1965 p. 575 § 2)