2023 Arizona Revised Statutes › Title 20 - Insurance › § 20-726.01 - Insider trading by officers, directors and principal stockholders

20-726.01.
Insider trading by officers,  directors and principal stockholders
A. Every person who is directly or indirectly the beneficial owner of more than ten per cent of any class of equity security of a domestic stock insurance company,  or who is a corporate director or an officer of such company,  shall file in the office of the director before the first day of July,  1966,  or thereafter within ten days after he becomes such beneficial owner,  corporate director or officer,  a statement,  in such form as the director may prescribe,  of the amount of all classes of equity securities of such company of which he is the beneficial owner,  and within ten days after the close of each calendar month thereafter,  if there has been a change in such ownership during such month,  shall file in the office of the director a statement,  in such form as the director may prescribe,  indicating his ownership at the close of the calendar month and such changes in his ownership as have occurred during such calendar month.
B. For the purpose of preventing the unfair use of information which may have been obtained by such beneficial owner,  corporate director or officer by reason of his relationship to such company,  any profit realized by him from any purchase and sale,  or any sale and purchase,  of any equity security of such company within any period of less than six months unless such equity security was acquired in good faith in connection with a debt previously contracted,  shall inure to and be recoverable by the company,  irrespective of any intention on the part of such beneficial owner,  director or officer in entering into such transaction of holding the equity security purchased or of not repurchasing the equity security sold for a period exceeding six months. Suit to recover such profit may be instituted at law or in equity in any court of competent jurisdiction by the company or by the owner of any security of the company in the name and in behalf of the company if the company shall fail or refuse to bring such suit within sixty days after the request or shall fail diligently to prosecute the same thereafter,  but no such suit shall be brought more than two years after the date such profit was realized. This subsection shall not be construed to cover any transaction where such beneficial owner was not such both at the time of the purchase and sale,  or the sale and purchase,  of the equity security involved,  or any transaction or transactions which the director may by rules or regulations exempt as not comprehended within the purpose of this subsection.
C. It shall be unlawful for any such beneficial owner,  corporate director or officer,  directly or indirectly,  to sell any equity security of such company if the person selling the equity security or his principal:
1. Does not own the equity security sold;  or
2. If owning the equity security,  does not deliver it against such sale within twenty days thereafter,  or does not within five days after such sale deposit it in the mails or other usual channels of transportation,  but no person shall be deemed to have violated this provision if he proves that notwithstanding the exercise of good faith he was unable to make such delivery or deposit within such time,  or that to do so would cause undue inconvenience or expense.
D. The provisions of subsection B of this section shall not apply to any purchase and sale,  or sale and purchase,  and the provisions of subsection C of this section shall not apply to any sale,  of an equity security not then or theretofore held by him in an investment account,  by a dealer in the ordinary course of his business and incident to the establishment or maintenance by him of a primary or secondary market,  otherwise than on an exchange as presently defined in the securities exchange act of 1934,  for such security.
E. The provisions of this section shall not apply to foreign or domestic arbitrage transactions unless made in contravention of such rules and regulations as the director may adopt in order to carry out the purposes of this section.
F. The term " equity security"  means:
1. Any stock or similar security.
2. Any security convertible,  with or without consideration,  into such a security,  or carrying any warrant or right to subscribe to or purchase such a security.
3. Any such warrant or right.
4. Any other security which the director shall deem to be of similar nature and consider necessary or appropriate,  by such rules and regulations as he may prescribe in the public interest or for the protection of investors,  to treat as an equity security.
G. The provisions of subsections A,  B and C of this section shall not apply to equity securities of a domestic stock insurance company having a class of equity securities which are registered or are required to be registered pursuant to section 12 of the securities exchange act of 1934,  as amended,  or as may be amended,  or of a domestic stock insurance company not having a class of equity securities held of record by one hundred or more persons.
H. The director shall have the power to make such rules and regulations as may be necessary for the execution of the functions vested in him by subsections A through G of this section,  and may for such purpose classify domestic stock insurance companies,  securities,  and other persons or matters within his jurisdiction under this section. No provision of subsections A,  B and C of this section imposing any liability shall apply to any act done or omitted in good faith in conformity with any rule or regulation of the director,  in the event that such rule or regulation may,  after such act or omission,  be amended or rescinded or determined by judicial or other authority to be invalid for any reason.