萨班斯法案（2002）Sec.306.(1)

　　SEC.306.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 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 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 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.