Business Associations

16(b)

The rule prohibits a director, officer or 10% shareholder of a publicly traded corporation on a national stock exchange or with assets of $10,000 and 500 shareholders from purchasing and selling or selling and purchasing stock of the corporation in less than 6 months. The corporation is entitled to the maximum difference between any sale and purchase during this 6 month period.

<03J, 87F

10(b)5

The rule prohibits the use of an instrumentality of interstate commerce in any scheme to defraud make material misrepresentations or omissions or in any other way use fraud in the purchase or sale of securities. An insider must either disclose inside information or not trade in the securities. An insider may also be liable for tipping information regarding the company for an improper purpose.

<03J, 87F

10(b)2

A tippee is only liable if the tippee knew that the tipper was giving them non-public information for an improper purpose.

<03J,