Second Circuit Keeps Narrow Scope Of Short-Swing Trading Claims Arising Under Section 16(b)

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). The three-judge panel rejected a novel legal theory advanced by a plaintiff-shareholder, who alleged that the controlling shareholders of two corporations improperly profited $56.7 million and $17.3 million respectively as a result of those corporat