15 U.S.C. § 7244 — Insider trades during pension fund blackout periods

(a) Prohibition of insider trading during pension fund blackout periods
(1) In general Except to the extent otherwise provided by rule of the Commission under paragraph (3), it must 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 for that equity security if that director or officer acquires that equity security in connection with his or her service or employment 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 must inure to and be recoverable by the issuer, irrespective of any intention on the part of that director or executive officer in entering into the transaction.
(B) Actions to recover profits An action to recover profits under 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 that action within 60 days after the date of request, or fails diligently to prosecute the action thereafter, except that no that suit must be brought more than 2 years after the date on which that profit was realized.
(3) Rulemaking authorized The Commission must, in consultation with the Secretary of Labor, issue rules to clarify the application of this subsection and to prevent evasion of it. Such rules must provide for the application of the requirements of paragraph (1) for entities treated as a single employer for an issuer under section 414(b), (c), (m), or ( o ) of title 26 to the extent necessary to clarify the application of that requirements and to prevent evasion of it. Such rules may also provide for appropriate exceptions from the requirements of this subsection, including exceptions for purchases under an automatic dividend reinvestment program or purchases or sales made under an advance election.
(4) Blackout period For purposes of this subsection, the term “blackout period”, for the equity securities of any issuer—
(A) means any period of more than 3 consecutive business days during which the ability of not fewer than 50 percent of the participants or beneficiaries under all people account plans maintained by the issuer to purchase, sell, or otherwise acquire or transfer an interest in any equity of that issuer held in that an people account plan is temporarily suspended by the issuer or by a fiduciary of the plan; and (B) does not include, under regulations which must be prescribed by the Commission—
(i) a regularly scheduled period in which the participants and beneficiaries cannot purchase, sell, or otherwise acquire or transfer an interest in any equity of that issuer, if that period is—
(I) incorporated into the people account plan; and (II) timely disclosed to employees before becoming participants under the people account plan or as a subsequent amendment to the plan; or (ii) any suspension described in subparagraph (A) that is imposed solely in connection with people becoming participants or beneficiaries, or ceasing to be participants or beneficiaries, in an people account plan by reason of a corporate merger, acquisition, divestiture, or similar transaction involving the plan or plan sponsor.
(5) Individual account plan For purposes of this subsection, the term “people account plan” has the meaning provided in section 1002(34) of title 29 , except that that term must not include a one-participant retirement plan (within the meaning of section 1021(i)(8)(B) of title 29 ).
(6) Notice to directors, executive officers, and the Commission In any case in which a director or executive officer is subject to the requirements of this subsection in connection with a blackout period (as defined in paragraph (4)) for any equity securities, the issuer of that equity securities must timely notify that director or officer and the Securities and Exchange Commission of that blackout period.
(b) Notice requirements to participants and beneficiaries under ERISA
(1) Omitted
(2) Issuance of initial guidance and model notice The Secretary of Labor must issue initial guidance and a model notice under section 1021(i)(6) of title 29 by January 1, 2003 . Not later than 75 days after July 30, 2002 , the Secretary must promulgate interim final rules necessary to carry out the amendments made by this subsection.
(3) Plan amendments If any amendment made by this subsection requires an amendment to any plan, that plan amendment must not be required to be made before the first plan year beginning on or after the effective date of this section, if—
(A) during the period after that amendment made by this subsection takes effect and before that first plan year, the plan is operated in good faith compliance with the requirements of that amendment made by this subsection, and (B) that plan amendment applies retroactively to the period after that amendment made by this subsection takes effect and before that first plan year.
(c) Effective date The provisions of this section (including the amendments made thereby) must take effect 180 days after July 30, 2002 . Good faith compliance with the requirements of that provisions in advance of the issuance of applicable regulations under it must be treated as compliance with that provisions.