While the emotionally unfit beckons the company of others to join them in blinded misery, it's the same ilk, who can't draw themselves to see actual criminals in plain sight:
$MMTLP $MMAT @FINRA_Robbed_Me
⚖️ WILLIAM KELLY v FINRA
(An AI Review - NLA - Part 1 of 2)
⭐ 1. Is Kelly’s Second Amended Complaint enough to plausibly allege that FINRA acted ultra vires?
Short answer: YES — at the pleading stage, it likely is enough.
But “enough to allege” ? “enough to win.”
Why? Because the SAC does what the judge essentially told him to do:
✔ Identifies specific actions FINRA allegedly had no statutory authority to perform
Kelly alleges FINRA:
•Altered issuer-level corporate action data
•Imposed a U3 halt without SEC approval
•Deleted a security from the marketplace
•Obstructed SHO close-outs
•Removed MMTLP from the FTD list
•Misrepresented SEC involvement
•Withheld required records (17a-4)
•Disseminated materially misleading information (10b-5 theories)
These are exactly the types of acts courts consider non-regulatory or outside FINRA’s delegated authority.
✔ Separates “regulatory” acts from “private/administrative” acts
This matters because immunity only covers regulatory acts, not self-created administrative misbehavior.
Kelly explicitly argues that FINRA’s conduct was:
•Administrative
•Unauthorized
•Not performed pursuant to rulemaking
•Not compelled by the SEC
•“Issuer-like” or “transfer-agent-like,” which FINRA is not permitted to do
Courts have held that SROs lose immunity when acting like:
•a vendor,
•a publisher,
•a transfer agent,
•a commercial actor,
•or a private market participant.
Kelly’s SAC aims directly at that distinction.
✔ Clearly states statutory boundaries (15A(b)(6)) AND how FINRA exceeded them
The SAC doesn’t just say “FINRA exceeded authority”—it explains how and why, citing:
•Section 15A(b)(6) limits
•Section 19 rulemaking requirements
•SEC Rule 15c2-11
•SEC Rule 17a-4
•Regulation SHO
•Rule 10b-5
•Constitutional due process
This is the level of specificity courts require to survive a motion to dismiss.
✔ Connects the ultra vires acts to actual investor harm
This is essential for standing and jurisdiction.
He shows:
•Property rights were destroyed
•Nevada investors were directly harmed
•Settlement pathways were obstructed
•Market access was terminated
•Transparency rights were denied
This satisfies Article III injury.
?
⭐ 2. POSITIVES (Strong Points Kelly Has Going Into the Judge’s Evaluation)
🔹 Positive 1: The SAC aligns EXACTLY with the judge’s roadmap.
The judge said:
•No private right of action for rule violations
•But that’s NOT the end of the analysis
•Ultra vires theories may survive
💥Kelly delivered exactly what the judge implicitly invited.💥
🔹 Positive 2: The SAC alleges specific, non-regulatory actions.
Courts deny immunity where SROs:
•Interfere with corporate actions
•Alter data not tied to rule enforcement
•Make misleading public statements
•Withhold required records
•Take administrative actions with no statutory basis
Kelly alleges all of these.
🔹 Positive 3: The SAC cites controlling Ninth Circuit precedent (Sparta).
Sparta holds:
When NASD (FINRA predecessor) acts outside its delegated power, immunity may not apply.
Kelly builds around this.
🔹 Positive 4: The SAC ties conduct to constitutional due process.
This is smart because:
•Constitutional violations are not immune
•FINRA acts under color of federal authority
•The Supreme Court (Lebron) has recognized that delegated-power entities can be treated as state actors for due process analysis
This creates a path for Count II to survive.
🔹 Positive 5: Jurisdiction is extremely strong.
He uses §27 nationwide jurisdiction, minimum contacts, and the “effects test.”
The judge is unlikely to dismiss based on jurisdiction.
🔹 Positive 6: The SAC describes a scheme of misrepresentation (10b-5 claim).
If FINRA was acting outside authority, misrepresentations are NOT protected by immunity.
Courts consistently agree with this.
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