The purpose of this comment is to trace the eight cases involving the definition of an officer under Section 16(b) of the Securities and Exchange Act of 1934 to point out the errors made in the development of the law and to suggest strong policy reasons why future cases should be decided differently.

I. Introduction

II. Section 16(b)—An Overview

III. Defining an Officer: The Cases … A. Early Cases: An Uncertain Beginning … B. 1973 Decisions—Misapplication of the Early Cases … C. 1978—A Further Retreat from Objectivity

IV. A Vice President is an Officer—Policy for a Fresh Start … A. Rule 3b-2 Is Valid … B. Policy for Including All Rule 3b-2 Officers within the Scope of Section 16(b) … 1. The Need for Objectivity … 2. The Promotion of Public Confidence in the Capital Markets and Corporate Management

V. Conclusion