A new lawsuit now urges the DOJ to investigate the SEC, FINRA, and DTCC for violations of the Federal securities laws.
A recent lawsuit has emerged, urging the Department of Justice (DOJ) to investigate the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), and the Depository Trust & Clearing Corporation (DTCC) for alleged violations of federal securities laws.
This case highlights a troubling pattern of market manipulation, regulatory negligence, and constitutional violations that have inflicted significant financial harm on retail investors.
Background of the Case
The lawsuit centers on the trading and governance failures related to Meta Materials, Inc.’s Series A Preferred Shares (MMTLP) and their transition to Next Bridge Hydrocarbons (NBH).
Filed by plaintiff Jason Rolo, a small business owner and shareholder, the case seeks to hold accountable various entities and individuals—particularly regulatory bodies such as FINRA, the SEC, and the DTCC—as well as market makers and broker-dealers who profited at the expense of retail investors.
Key Events Leading to the Lawsuit
On December 9, 2022, FINRA imposed a U3 trading halt on MMTLP shares, effectively freezing trading and preventing investors from accessing their assets.
While FINRA justified this action by citing “extraordinary circumstances,” it faced widespread criticism for procedural inconsistencies and lack of transparency.
This halt exacerbated financial losses for retail investors and raised questions about the reliability of regulatory institutions.
Regulatory Failures and Potential Violations
The lawsuit argues that FINRA’s actions are not protected by regulatory immunity, particularly when they exceed statutory authority or violate constitutional principles.
Historical precedent, such as in SEC v. Sloan, establishes that regulatory bodies cannot escape judicial scrutiny when their actions contravene procedural safeguards designed to protect public interests.
The Blue Sheet Disclosure Issue
One of the critical allegations is FINRA’s refusal to disclose Blue Sheets—records essential for tracking transactional activity.
Under the Anti-Money Laundering Act (AMLA), regulators are required to detect and report suspicious activities, including manipulative practices like synthetic share creation and naked short selling.
The failure to disclose these records has hindered investigations into financial crimes and obstructed efforts to enforce market integrity.
Constitutional Challenges to Regulatory Authority
The lawsuit also questions the constitutional basis of FINRA’s authority, citing violations of the nondelegation doctrine and the Appointments Clause.
As explored in cases like Free Enterprise Fund v. Public Company Accounting Oversight Board, improper delegation of governmental powers to private entities undermines accountability and oversight.
FINRA operates as a self-regulatory organization with quasi-governmental powers, raising concerns about due process and the absence of meaningful checks and balances.
Systemic Governance Failures
These constitutional challenges highlight broader governance failures that have exacerbated investor harm.
The actions of regulatory bodies must align with principles of fairness and accountability.
Recent cases, such as Alpine Securities Corp. v. FINRA, reveal procedural flaws in FINRA’s enforcement actions, further eroding public confidence in regulatory institutions.
Seeking Remedial Actions
To address these systemic failures, Rolo’s complaint calls for comprehensive remedial actions.
These include:
- Release of Blue Sheets: Enhancing transparency and aiding investigations into suspicious activities.
- Audits: Identifying and reconciling synthetic shares to restore market integrity.
- Structural Reforms: Implementing measures to prevent future market irregularities.
Importance of Transparency and Oversight
Legal precedents, such as SEC v. Capital Gains Research Bureau, Inc., emphasize the need for transparency and oversight in preventing fraudulent practices and safeguarding market fairness.
The plaintiff aims not only to address past harms but to ensure that regulatory bodies fulfill their mandates to maintain orderly and equitable financial markets.
A Critical Opportunity for the Court
The allegations presented in this case offer the Court a pivotal opportunity to confront a pervasive pattern of regulatory failures and market manipulation that has harmed retail investors.
The issues, particularly FINRA’s noncompliance with AMLA, underscore the urgent need for enhanced transparency, accountability, and oversight within the financial regulatory framework.
Upholding Investor Confidence
By considering Rolo’s request for remedial measures, the Court can help rectify systemic deficiencies, uphold principles of fairness, and restore investor confidence in U.S. financial markets.
It is essential to affirm that immunity does not extend to actions that exceed statutory authority or violate constitutional principles, ensuring that accountability remains central to regulatory oversight.
The ongoing lawsuit against the SEC, FINRA, and DTCC highlights critical issues within the U.S. financial regulatory system.
The allegations of market manipulation, regulatory negligence, and constitutional violations demand scrutiny and action.
As the case unfolds, it is vital for regulatory bodies to be held accountable, ensuring they fulfill their responsibilities to protect investors and maintain market integrity.
The outcome of this lawsuit could pave the way for much-needed reforms and restore trust in the financial system, benefiting retail investors and the broader market landscape.
This is a developing story — read Daily Market News for regular updates.
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