Under section 16(b) of the Securities Exchange Act, a securities issuer may recover from a director or officer short swing profits made from purchase and sale of the issuer’s securities within a six month period.  However, under 17 CFR 240.16b-3(d)(1), transactions between an issuer and its directors or officers are exempted if approved by the issuer’s board of directors.  This decision holds that board approval need not be purpose specific–that is, it need not recite that the transaction is approved so as to exempt it from section 16(b).  The requirements of the exemption are satisfied so long as the relevant securities transaction is between an issuer and insider, and so long as the terms and conditions of that transaction receive advance approval by the board of directors.