Roth

Andrew Roth brought this action on behalf of Brocade Communications Systems under § 16(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78p(b). He seeks to recover “short swing” profits, defined as “profits earned within a six months’ period by the purchase and sale of securities,” Blau v. Lehman, 368 U.S. 403, 405 , 82 S.Ct. 451 , 7 L.Ed.2d 403 (1962), from four of Brocade’s top officers: Gregory Reyes, Michael Byrd, Antonio Canova, and Jack Cuthbert. Because Roth’s action is barred by § 16(b)’s two-year limitations period, we affirm the district court’s dismissal of his complaint under Rule 12(b)(6) of the Federal Rules of Civil Procedure.

I

Section 16(b) was designed to prevent corporate insiders “from profiteering through short-swing securities transactions on the basis of inside information.” Foremost-McKesson, Inc. v. Provident Securities Co., 423 U.S. 232, 234 , 96 S.Ct. 508 , 46 L.Ed.2d 464 (1976). It is a strict liability rule that “requires the statutorily defined inside, short-swing trader to disgorge all profits realized on all ‘purchases’ and ‘sales’ within the specified time period, without proof of actual abuse of insider information, and without…