Partnership Exchange Securities Co. v. National Ass'n of Securities Dealers, Inc.

Partnership Exchange Securities Company (Partnership Exchange) filed a complaint for money damages against the National Association of Securities Dealers (NASD) alleging various improprieties arising out of the NASD’s attempted disciplinary actions against Partnership Exchange. The NASD claimed that it was entitled to absolute immunity for its actions with respect to Partnership Exchange, and the district court agreed. We agree with the district court and affirm.

I. BACKGROUND

As the district court granted the NASD’s motion to dismiss, for the purposes of our determination, we must take all the facts pleaded in the complaint as true. As contained in the complaint, the facts of this case are as follows.

The NASD is a non-profit, self-regulatory organization registered with the Securities and Exchange Commission (SEC). The NASD is the primary regulatory body for the broker-dealer industry. Under the Securities Exchange Act of 1934 (the Exchange Act), 15 U.S.C. §§ 78a-78mm, the SEC has broad supervisory responsibilities over the NASD.

Partnership Exchange was incorporated in 1985 and began trading in the secondary *607 limited partnership market 2 in late 1986. Partnership…