securities exception in North Carolina

2021J. 21 n.4.) While this argument appears to fall within the statute’s embrace as articulated in HAJMM Co., which held that “ ‘[b]usiness activities’ is a term which connotes the manner in which businesses conduct their regular, day-to-day activities,” 328 N.C. at 594 , the argument fails to consider that the Supreme Court in HAJMM was likewise motivated to apply the securities exception because the transactions at issue—the purchase and sale of securities—were subject to pervasive state and federal regulation, HAJMM Co., 328 N.C. at 594 (“[T]o extend the [UDTPA] to securities transactions would

2021J. 21 n.4.) While this argument appears to fall within the statute’s embrace as articulated in HAJMM Co., which held that “ ‘[b]usiness activities’ is a term which connotes the manner in which businesses conduct their regular, day-to-day activities,” 328 N.C. at 594 , the argument fails to consider that the Supreme Court in HAJMM was likewise motivated to apply the securities exception because the transactions at issue—the purchase and sale of securities—were subject to pervasive state and federal regulation, HAJMM Co., 328 N.C. at 594 (“[T]o extend the [UDTPA] to securities transactions would

2018See id. (holding that the plaintiffs had not pled an aider and abettor claim because they did not adequately allege that defendant "substantially assisted" the primary violator even where the defendant failed to disclose or correct misrepresentations, participated in negotiations and drafting documents, and conducted the closing at its offices); see also Venturtech II v. Deloitte Haskins & Sells , 790 F.Supp. 576 , 589 (E.D.N.C. 1992) (dismissing aiding and abetting claims against [accountants] because the plaintiffs "ha[d] not presented any evidence indicating that [the accountants] conducted

2013See Venturtech II, L.P., 790 F. Supp. at 589 (noting that a cause of action for aiding and abetting a securities violation first requires “a primary violation by another person”); Hunt v. Miller, 908 F.2d 1210 , 1214 n.5 (4th Cir. 1990) (stating courts have looked to the analogous federal control person liability statutes, such as 15 U.S.C. § 77o, when interpreting § 75A-56(c)); Jenkins v. Fidelity Bank, 365 F. Supp. 1391, 1402 (E.D.

2021Planning, Inc., 166 N.C.

2021White, 166 N.C.

2017See, e.g., Sara Lee Corp. v. Carter, 351 N.C. 27 , 31–33, 519 S.E.2d 308 , 311–12 (1999) (upholding trial court’s finding that conduct underlying plaintiff’s breach of fiduciary duty claim also gave rise to a Chapter 75 claim); Governor’s Club Inc. v. Governors Club Ltd.

2017See, e.g., Sara Lee Corp. v. Carter, 351 N.C. 27 , 31–33, 519 S.E.2d 308 , 311–12 (1999) (upholding trial court’s finding that conduct underlying plaintiff’s breach of fiduciary duty claim also gave rise to a Chapter 75 claim); Governor’s Club Inc. v. Governors Club Ltd.

2017Mall Ex. 2, at 2), the securities exception is not limited to the purchase and sale of securities— “[s]ecurities transactions are related to the creation, transfer, or retirement of capital.” Hajmm Co., 328 N.C. at 594 , 403 S.E.2d at 493 ; see also Sterner, 159 N.C.

2017App. at 633 , 583 S.E.2d at 675 (“[T]he individual’s transactions with the defendant were plainly securities-related activities.” (internal quotation marks omitted)). 64.

2013Pa. 1973) (“The availability of [15 U.S.C. §77o, the control person liability provision of the Securities Act of 1933] turns upon the presence, inter alia, of liability of a controlled person under § 11 or 12 of the [1933 Act]”); DuPont v. Wyly, 61 F.R.D. 615, 626 (D.

2013See Venturtech II, L.P., 790 F. Supp. at 589 (noting that a cause of action for aiding and abetting a securities violation first requires “a primary violation by another person”); Hunt v. Miller, 908 F.2d 1210 , 1214 n.5 (4th Cir. 1990) (stating courts have looked to the analogous federal control person liability statutes, such as 15 U.S.C. § 77o, when interpreting § 75A-56(c)); Jenkins v. Fidelity Bank, 365 F. Supp. 1391, 1402 (E.D.

2011Hajmm "expanded the securities exception to include ‘the trade, issuance and redemption of corporate securities or similar financial instruments . . . .’" Latigo, 2007 NCBC 17, ¶ 37 (quoting Hajmm, 328 N.C. at 594 ).

2007Id. at 275, 333 S.E.2d at 241 (quoting Lindner v. Durham Hosiery Mills, Inc., 761 F.2d 162, 167-68 (4th Cir. 1985)). {38} In HAJMM, the North Carolina Supreme Court expanded the securities exception to include “the trade, issuance and redemption of corporate securities or similar financial instruments . . . .” HAJMM, 328 N.C. at 594 , 403 S.E.2d at 493 . {39} In HAJMM, owners of a turkey farm business sold their interest to an agricultural cooperative.

1993Id. at 1471-72.

1993Id. at 1471-72.