Citadel Holding Corp., a Delaware Corporation v. Alfred Roven American Underwriters, Inc., a Delaware Corporation

Opinion by Judge D.W. NELSON.

OVERVIEW

Citadel Holding Corporation (“Citadel”) appeals the district court’s grant of summary judgment in favor of Alfred Roven (“Roven”) and American Underwriters, Inc. (“American”) in an action filed by Citadel under § 16(b) of the Securities Exchange Act of 1934 (“the Act”). 15 U.S.C. § 78p(b) (1988). Citadel seeks disgorgement of profits allegedly realized by Roven through short-term transactions with private brokerage houses in options referencing Citadel stock. We have jurisdiction pursuant to 15 U.S.C. § 78aa. We affirm.

FACTUAL AND PROCEDURAL BACKGROUND

Citadel is a savings and loan holding company incorporated under the laws of the State of Delaware, with its principal place of business in Glendale, California. Its common stock is listed and traded on the American Stock Exchange. Alfred Roven (“Roven”) is the Chairman of the Board of Directors and the sole shareholder of American Underwriters, Inc. (“American”), a securities and real estate investment company. At the time that Roven, through American, entered into the private option contracts at issue here, he was a director of Citadel, and therefore was a statutory “insider” within the…