Justia Securities Law Opinion Summaries

Articles Posted in Massachusetts Supreme Judicial Court
by
The Supreme Judicial Court held that the Secretary of the Commonwealth did not overstep the bounds of the authority granted to him under the Massachusetts Uniform Securities Act (MUSA), Mass. Gen. Laws ch. 110A, by promulgating the "fiduciary duty rule."The Secretary brought an administrative enforcement proceeding alleging that Plaintiff Robinhood Financial LLC violated the prohibition in Mass. Gen. Laws ch. 110A, 204(a)(2)(G) against "unethical or dishonest conduct or practices in the securities, commodities or insurance business" by dispensing ill-suited investment advice to unsophisticated investors. The Secretary defined the phrase in section 204(a)(2)(G) to require broker-dealers that provide investment advice to retail customers to comply with a statutorily-defined fiduciary duty. Thereafter, Plaintiff brought the instant action challenging the validity of the fiduciary duty rule. The superior court concluded that the Secretary acted ultra vires to promulgating the rule. The Supreme Judicial Court reversed, holding (1) the Secretary acted within his authority under MUSA; (2) the fiduciary rule does not override common-law protections available to investors; (3) MUSA is not an impermissible delegation of legislative power; and (4) the fiduciary rule is not invalid under the doctrine of conflict preemption. View "Robinhood Financial LLC v. Secretary of the Commonwealth" on Justia Law

by
The Supreme Judicial Court vacated the trial judge's order setting aside the jury verdict and reinstated the original judgment in favor of Plaintiff, holding that the contract at issue in this appeal did not require an obligation that Plaintiff register as a securities broker-dealer under Massachusetts and Federal securities laws.Plaintiff sued Defendant alleging breach of contract, breach of the implied covenant of good faith and fair dealing, and violations of Mass. Gen. Laws ch. 93A. A jury found Defendant liable on all claims and awarded treble damages. Thereafter, the judge set aside the jury's verdict in its entirety, concluding that Plaintiff had been required to register as a securities broker-dealer and that its failure to do so rendered its contract with Defendant invalid and unenforceable. The contract required Plaintiff to "source capital and structure financing transactions from agreed-upon investors and/or lenders" for Defendant. The Supreme Judicial Court reversed, holding (1) the contract, on its face, did not require Plaintiff to "effect" transactions in "securities"; and (2) because Plaintiff's purported obligation to register as a broker-dealer was the sole basis for the judge's decision that Plaintiff could not maintain its breach of contract and Mass. Gen. Laws ch. 93A claims, the judge's decision to set aside the jury verdict was erroneous. View "NTV Management, Inc. v. Lightship Global Ventures, LLC" on Justia Law