Page:United States Statutes at Large Volume 116 Part 1.djvu/805

 PUBLIC LAW 107-204-^ULY 30, 2002 116 STAT. 779 (1) SECURITIES EXCHANGE ACT OF 1934. —Section 21(d)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 78u(d)(2)) is amended by striking "substantial unfitness" and inserting "unfitness". (2) SECURITIES ACT OF 1933.— Section 20(e) of the Securities Act of 1933 (15 U.S.C. 77t(e)) is amended by striking "substantial unfitness" and inserting "unfitness". (b) EQUITABLE RELIEF. —Section 21(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78u(d)) is amended by adding at the end the following: "(5) EQUITABLE RELIEF. — In any action or proceeding brought or instituted by the Commission under any provision of the securities laws, the Commission may seek, and any Federal court may grant, any equitable relief that may be appropriate or necessary for the benefit of investors.". SEC. 306. INSIDER TRADES DURING PENSION FUND BLACKOUT 15 USC 7244. PERIODS. (a) PROHIBITION OF INSIDER I^RADING DURING PENSION FUND BLACKOUT PERIODS. — (1) IN GENERAL.— Except to the extent otherwise provided by rule of the Commission pursuant to paragraph (3), it shall be unlawful for any director or executive officer of an issuer of any equity security (other than an exempted security), directly or indirectly, to purchase, sell, or otherwise acquire or transfer any equity security of the issuer (other than an exempted security) during any blackout period with respect to such equity security if such director or officer acquires such equity security in connection with his or her service or employ- ment as a director or executive officer. (2) REMEDY.— (A) IN GENERAL.— Any profit realized by a director or executive officer referred to in paragraph (1) from any purchase, sale, or other acquisition or transfer in violation of this subsection shall inure to and be recoverable by the issuer, irrespective of any intention on the part of such director or executive officer in entering into the transaction. (B) ACTIONS TO RECOVER PROFITS. —An action to recover profits in accordance with this subsection may be instituted at law or in equity in any court of competent jurisdiction by the issuer, or by the owner of any security of the issuer in the name and in behalf of the issuer if the issuer fails or refuses to bring such action within 60 days after the date of request, or fails diligently to prosecute the action thereafter, except that no such suit shall be brought more than 2 years after the date on which such profit was realized. (3) RULEMAKING AUTHORIZED.— The Commission shall, in consultation with the Secretary of Labor, issue rules to clarify the application of this subsection and to prevent evasion thereof. Such rules shall provide for the application of the requirements of paragraph (1) with respect to entities treated as a single employer with respect to an issuer under section 414(b), (c), (m), or (o) of the Internal Revenue Code of 1986 to the extent necessary to clarify the application of such requirements and to prevent evasion thereof Such rules may also provide for

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