United States Second Circuit
Standard Investment Chartered, Inc. v. National Association of Securities Dealers, Inc., 10-945
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In a securities action alleging that defendant, which are self-regulatory organizations (SRO) and its officers made misstatements in connection with a proxy solicitation in 2006 through which it sought to amend its bylaws to make them consonant with those of NYSE Group, Inc. so that the two entities could become one, the district court's ruling, that defendant and their officers were absolutely immune from private damages suits based upon alleged misstatements in a proxy solicitation that altered the bylaws of the defendant in connection with the creation of FINRA, is affirmed where the bylaw amendments were incident to the regulatory function of the SROs insofar as they were a necessary prerequisite for consolidation, and amendment of the bylaws falls squarely within SRO statutory rulemaking authority as delegated by the SEC.
Appellate Information
- Decided 02/22/2011
- Published 02/22/2011
Judges
Court
- United States Second Circuit