The panel supported the district court’s finding that the board was aware of Doerr’s indirect pecuniary interest in the transactions when granting approval. SEC filings indicated the board’s consideration of Doerr’s indirect ownership in Foris during the approval process.
Lingering Dispute on Exemption
The parties remain at odds on Foris’ eligibility for exemption. Roth contends that Section 16(b) does not shield beneficial owners like Foris from liability. The panel upheld the district court’s decision, remanding the case for further assessment on whether Foris could be considered a “director by deputization.”
Counsel for the parties has yet to comment on the Ninth Circuit’s decision.
