Case 1:21-cv-21338-CMA Document 1 Entered on FLSD Docket 01/29/2021 Page 1 of 37
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`Civil Action No. 4:21-cv-292
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`CLASS ACTION COMPLAINT
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`JURY DEMANDED
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE SOUTHERN DISTRICT OF TEXAS
`HOUSTON DIVISION
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`RYAN ZACHARY ROSS, ERIKA MERCADO, )
`C. LOUIS BUNYA, AND DREW HUNNICUTT, )
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`on behalf of themselves and all others similarly
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`situated,
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`Plaintiffs,
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`v.
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`ROBINHOOD FINANCIAL LLC,
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`ROBINHOOD SECURITIES, LLC,
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`ROBINHOOD MARKETS, INC., TD
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`AMERITRADE, INC., TD AMERITRADE
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`CLEARING, INC., TD AMERITRADE
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`HOLDING CORPORATION, THE CHARLES )
`SCHWAB CORPORATION, AND WEBULL
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`FINANCIAL LLC,
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`Defendants
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`__________________________________________)
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`PLAINTIFF’S ORIGINAL CLASS ACTION COMPLAINT
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`Plaintiffs, Ryan Zachary Ross (“Ross”), Erika Mercado (“Mercado”), C. Louis Bunya
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`(“Bunya”), and Drew Hunnicutt (“Hunnicutt”), on behalf of themselves and all others similarly
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`situated, file this Class Action Complaint against Defendants Robinhood Financial LLC,
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`Robinhood Securities, LLC, Robinhood Markets, Inc., TD Ameritrade, Inc., TD Ameritrade
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`Clearing, Inc., TD Ameritrade Holding Corporation, The Charles Schwab Corporation, and
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`Webull Financial LLC (collectively “Defendants”), alleging as follows:
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`Case 1:21-cv-21338-CMA Document 1 Entered on FLSD Docket 01/29/2021 Page 2 of 37
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`INTRODUCTION
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`1.
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`This lawsuit involves a collective injury inflicted on a massive pool of individual
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`stock purchasers during one of the most fascinating and transformative moments American finance
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`has seen in decades.
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`2.
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`Over the past several weeks, an online forum of clever and eccentric amateur stock
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`enthusiasts, having grown increasingly frustrated by the stranglehold major players maintain over
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`the world of finance, began developing a strategy to capitalize on over-exposed short positions
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`held by some of the nation’s most aggressive hedge funds.
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`3.
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`Noting that short positions for declining video game retailer GameStop far
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`exceeded the available stock, they theorized that a collective buying movement coordinated
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`through the online forum could raise the price of stock, potentially triggering a price-inflationary
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`feedback-loop known as a “short squeeze,” ultimately punishing the hedge funds and transferring
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`a large sum of their money to individual investors. To do this, the online group needed to make
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`the stock an internet meme.
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`4.
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`Their plan began to slowly gain steam over mid-January 2021. Other heavily
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`shorted and financially troubled businesses were targeted for meme status in the same way. By
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`Tuesday, January 26th, 2021, the wider world began to take notice of GameStop and other “Meme
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`Stocks.” As the prices rose and understanding began to spread about the ideological underpinnings
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`of the Meme Stock concept, public interest in trading these stocks grew dramatically.
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`5.
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`Over the past few years, public entry to stock trading has been reduced by the
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`introduction of greatly simplified and scaled down trading apps for web and mobile devices, such
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`as the services created, offered, and maintained by Defendants. These Defendants have become
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`especially popular and heavily used by the entry-level retail investor. As such, when the Meme
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`2
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`Case 1:21-cv-21338-CMA Document 1 Entered on FLSD Docket 01/29/2021 Page 3 of 37
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`Stocks came to wider public attention, Defendants’ trading platforms were chief destinations for
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`these investors.
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`6.
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`On Wednesday, January 27, 2021, the meme stocks all underwent explosive growth
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`in prices along with a corresponding rise in public interest.
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`7.
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`After the trading day on Wednesday, TD Ameritrade informed its customers that it
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`was enacting restrictions on its users’ ability to trade certain meme stocks, including GameStop
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`(GME), and AMC Entertainment Holding, Inc. (AMC).1
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`8.
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`Early Thursday morning at 7:15 a.m., a social media user posted a message noting
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`that Robinhood was no longer allowing new purchases of the most popular meme stocks, notably
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`GME, AMC, Nokia (“NOK”).2 Shortly thereafter, at 7:58 a.m., a user posted a screenshot of the
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`Robinhood app showing an error message disallowing additional purchases of AMC.3
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`9.
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`An hour later, at 8:56 a.m., Robinhood belatedly announced it was restricting
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`purchases on the meme stocks.4 Almost immediately following Robinhood’s announcement,
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`Defendant Webull also informed its retail customers that new purchases would not be allowed for
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`GME, AMC, and KOSS.5
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`10.
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`At 9:00 a.m., the price of GME stock was $469. By 9:20, the price fell to $369. By
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`10:00, the price continued to fall to $264. By 10:20, it had plummeted to $125.
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`11.
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`Over the next hour, with Defendants’ retail customers excluded from purchasing
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`and many having sold their shares in panic, a large volume of purchases began gobbling up GME
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`stock at low prices, ultimately boosting the price back above $300. The stock continued heavy
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`1 https://www.wsj.com/articles/outages-continue-to-plague-online-brokerages-11611768827
`2 https://twitter.com/RampCapitalLLC/status/1354780260924063746
`3 https://twitter.com/grinchposting/status/1354790839986216965
`4 https://twitter.com/RobinhoodApp/status/1354805613566410756
`5 https://www.newsweek.com/webull-blocks-gamestop-amc-transactions-stock-market-robinhood-1565172
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`3
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`Case 1:21-cv-21338-CMA Document 1 Entered on FLSD Docket 01/29/2021 Page 4 of 37
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`trading the remainder of the day. Stock prices for AMC and NOK showed identical behavior, with
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`the same dramatic rises and falls as the sales and purchases played out.
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`12.
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`As this process occurred, millions of dollars were made by traders on this historic
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`and unprecedented day, but Defendants’ customers were entirely excluded from the process. Even
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`worse, Defendants’ actions manipulated the course of the Meme Stocks, disrupting a crowd-
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`sourced collective purchasing strategy in the midst of enormous public enthusiasm and interest in
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`trading these stocks.
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`13.
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`In short, the situation that was unfolding was a threat to traditional players in the
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`finance industry, many of whom were Defendants’ largest customers, and it could not be allowed
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`to continue. The perfect storm of circumstances and external pressures caused these Defendants,
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`enormously popular in the online retail trading industry, to arrive at a common understanding of
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`what must be done, which they carried out with conscious parallelism. This understanding violated
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`the underlying customer contracts, breached fiduciary duties, and violated the U.S. antitrust law
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`on anti-competitive conduct and price fixing.
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`THE PARTIES
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`Plaintiffs
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`14.
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`15.
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`16.
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`17.
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`Plaintiff Ryan Zachary Ross is a resident and citizen of Harris County, Texas.
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`Plaintiff Erika Mercado is a resident and citizen of Harris County, Texas.
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`Plaintiff C. Louis Bunya is a resident and citizen of Orange County, California.
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`Plaintiff Drew Hunnicutt is a resident and citizen of Harris County, Texas.
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`Robinhood Defendants
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`18.
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`Defendant Robinhood Financial LLC is a Delaware corporation with its principal
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`place of business at 85 Willow Road, Menlo Park, California 94025. It is a wholly owned
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`4
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`Case 1:21-cv-21338-CMA Document 1 Entered on FLSD Docket 01/29/2021 Page 5 of 37
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`subsidiary of Robinhood Markets, Inc. Robinhood Financial LLC is registered as a broker-dealer
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`with the U.S. Securities & Exchange Commission (“SEC”). Defendant Robinhood Financial LLC
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`acts as an introducing broker and has a clearing arrangement with its affiliate Defendant
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`Robinhood Securities, LLC.
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`19.
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`Defendant Robinhood Securities, LLC is a Delaware corporation with its principal
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`place of business at 500 Colonial Center Parkway, Suite 100, Lake Mary, Florida 32746. It is a
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`wholly owned subsidiary of Defendant Robinhood Markets, Inc. Defendant Robinhood Securities,
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`LLC is registered as a broker-dealer with the SEC. Defendant Robinhood Financial LLC acts as
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`a clearing broker and clears trades introduced by its affiliate Defendant Robinhood Financial.
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`20.
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`Defendant Robinhood Markets, Inc. is a Delaware corporation with its principal
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`place of business at 85 Willow Road, Menlo Park, California 94025. Defendant Robinhood
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`Markets, Inc. is the corporate parent of Defendants Robinhood Financial LLC and Robinhood
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`Securities, LLC.
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`21.
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`The above-named corporate defendants herein referred to collectively as
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`“Robinhood.”
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`TD Ameritrade Defendants
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`22.
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`Defendant TD Ameritrade, Inc. is a New York corporation with its principal place
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`of business at 200 S. 108th Avenue, Omaha, Nebraska 68154. TD Ameritrade, Inc. is a subsidiary
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`of TD Ameritrade Holdings Corporation which is in turn a wholly owned subsidiary of The Charles
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`Schwab Corporation.
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`23.
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`Defendant TD Ameritrade Clearing, Inc. is a Nebraska corporation with its
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`principal place of business at 200 S. 108th Avenue, Omaha, Nebraska 68154. TD Ameritrade
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`Case 1:21-cv-21338-CMA Document 1 Entered on FLSD Docket 01/29/2021 Page 6 of 37
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`Clearing, Inc. is a subsidiary of TD Ameritrade Holdings Corporation which is in turn a wholly
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`owned subsidiary of The Charles Schwab Corporation.
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`24.
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`Defendant TD Ameritrade Holding Corporation is a Delaware corporation with its
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`principal place of business at 200 S. 108th Avenue, Omaha, Nebraska 68154. TD Ameritrade is a
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`wholly owned subsidiary of The Charles Schwab Corporation.
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`25.
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`Defendant The Charles Schwab Corporation is a Delaware corporation with its
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`principal place of business at 211 Main Street, San Francisco, California 94105.
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`26.
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`The above-named corporate defendants herein referred to collectively as “TD
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`Ameritrade.”
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`Webull Defendants
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`27.
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`Defendant Webull Financial LLC (“Webull”) is a Chinese-owned financial
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`company with its principal place of business in the United States at 44 Wall Street, Ste 501, New
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`York, New York 10005. Webull, is a broker-dealer registered with the SEC. Webull Financial
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`LLC is also a member of the Financial Industry Regulatory Authority (“FINRA”), Securities
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`Investor Protection Corporation (“SIPC”), The New York Stock Exchange (“NYSE”) and
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`NASDAQ.
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`JURISDICTION
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`This Court has subject matter jurisdiction pursuant to 28 U.S.C. §§ 1332(d)(2). The
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`28.
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`aggregate claims of all members of the proposed class are in excess of $5 million, exclusive of
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`interest and costs, and there are more than 100 putative class members. Many members of the
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`proposed class are citizens of a state different from Defendants.
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`29.
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`This Court has personal jurisdiction over Defendants because they are authorized
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`to do business and do conduct business in this District, and because they have specifically
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`Case 1:21-cv-21338-CMA Document 1 Entered on FLSD Docket 01/29/2021 Page 7 of 37
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`marketed, advertised, and made substantial sales in this District, and have sufficient minimum
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`contacts with this District and/or sufficiently avail themselves of the markets of this state through
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`their promotion, sales, and marketing within this District such that the exercise of jurisdiction
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`would not offend traditional notions of fair play and substantial justice.
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`VENUE
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`30.
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`Venue is proper against Defendants in this District pursuant to 28 U.S.C. § 1391
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`because a substantial part of the events, omissions, and acts giving rise to the claims herein
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`occurred in this District where Defendants, distributed, marketed, advertised, and sold the trading
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`services which are the subject of the present complaint. Finally, venue is appropriate in this
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`District pursuant to 28 USC § 1391(b)(2) because a substantial part of the acts and omissions that
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`gave rise to this Complaint occurred or emanated from this District.
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`CO-CONSPIRATORS AND AGENTS
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`31.
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`Defendants’ anticompetitive and unlawful acts were authorized, ordered, or
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`performed by Defendants and their respective directors, officers, agents, employees, or
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`representatives, while actively engaging in the management, discretion, or control of Defendants’
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`business or affairs.
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`32.
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`Various persons and/or firms not named as Defendants may have participated as
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`co-conspirators in the violations alleged in this complaint and may have performed acts and made
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`statements in furtherance of such violations.
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`33.
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`Each Defendant acted as the principal, agent, or joint venturer of, or for, other
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`Defendants with respect to the acts, violations, and course of conduct alleged in this complaint.
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`34.
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`The agency relationships formed among the Defendants with respect to the acts,
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`violations, and common course of conduct alleged in this complaint were consensually formed
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`Case 1:21-cv-21338-CMA Document 1 Entered on FLSD Docket 01/29/2021 Page 8 of 37
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`between the Defendant principals and agents. Defendants’ agents acted within the scope of their
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`agency relationship with their own principals. Defendants’ agents acted under the explicit,
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`implied, or apparent authority of their principals. Further, Defendants acted on behalf of and were
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`subject to the control of their principals, and they acted within the scope of authority or power
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`delegated by their principals.
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`35.
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`Accordingly, the Defendant principals are liable for the acts of their agents.
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`Likewise, the Defendant agents are liable for the acts of their principals conducted by the agents
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`within the scope of their explicit, implied, or apparent authority.
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`BACKGROUND
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`36.
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`Plaintiffs incorporate by reference each of the allegations above and further allege
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`as follows:
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`37.
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`This is an action against online brokerage firms for engaging in an anticompetitive
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`conspiracy through conscious parallelism that impacted the value of various securities by
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`preventing individual retailer investors who utilize these firms from being able to purchase specific
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`stocks, including but not limited to GameStop Corp. (“GME”), AMC Entertainment (“AMC”),
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`and Nokia (“NOK”), and further restricting transactions related to these securities. In addition to
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`preventing these securities from being purchased, Defendants also raised the margin requirements
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`for certain securities, further impacting retailer investors ability to purchase particular securities.
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`The result of this illegal market manipulation by these online brokerage firms was to drive the
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`stock price of the specific securities down which led to the damages suffered by the Plaintiff and
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`those similarly situated.
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`38.
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`Plaintiff Ross, through Defendant Robinhood, purchased and owned 1 share of
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`GME prior to January 28, 2021.
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`8
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`Case 1:21-cv-21338-CMA Document 1 Entered on FLSD Docket 01/29/2021 Page 9 of 37
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`39.
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`Plaintiff Ross, through Defendant Robinhood, purchased and owned 77 shares of
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`AMC prior to January 28, 2021.
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`40.
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`Plaintiff Ross, through Defendant Robinhood, purchased and owned 688 shares of
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`NOK prior to January 28, 2021.
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`41.
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`Plaintiff Mercado, through Defendant Webull, purchased and owned 100 shares of
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`AMC prior to January 28, 2021.
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`42.
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`Plaintiff Mercado, through Defendant Webull, purchased and owned 100 shares of
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`GME prior to January 28, 2021.
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`43.
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`Plaintiff Bunya, through Defendant TD Ameritrade, purchased and owned 100
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`shares of AMC prior to January 28, 2021.
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`44.
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`Plaintiff Bunya, through Defendant Robinhood, purchased and owned shares of
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`AMC prior to January 28, 2021.
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`45.
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`Plaintiff Bunya, through Defendant Robinhood, purchased and owned shares of
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`NOK prior to January 28, 2021.
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`46.
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`Plaintiff Hunnicutt, through Defendant Robinhood, purchased and owned 75 shares
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`of AMC prior to January 28, 2021.
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`47.
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`Plaintiff Ross suffered economic damages as a direct result of the actions of the
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`Defendants related to the securities that he owned, specifically, GME, AMC, and NOK.
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`48.
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`Plaintiff Mercado suffered economic damages as a direct result of the actions of the
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`Defendants related to the securities that he owned, specifically, GME, AMC and NOK.
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`49.
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`Plaintiff Bunya suffered economic damages as a direct result of the actions of the
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`Defendants related to the securities that he owned, specifically, AMC and NOK.
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`50.
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`Plaintiff Hunnicutt suffered economic damages as a direct result of the actions of
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`the Defendants related to the securities that he owned, specifically, AMC.
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`Robinhood Defendants
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`51.
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`Robinhood is an online brokerage firm. Its customers place securities trades
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`through the firm’s website, by using a web-based application (or “app”). Robinhood permits
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`customers to purchase and sell securities, including futures contracts.
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`52.
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`Robinhood has experienced significant growth as a relatively new online brokerage
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`firm. In 2019, Robinhood raised $323 million in funding at a $7.6 billion valuation. The firm
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`markets itself primarily to younger investors and claims over 10 million users of its trading app.
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`53.
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`On or about March 23, 2016, Robinhood’s official Twitter account stated: “Let the
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`people trade.” They have since disregarded their mantra and have blocked access for millions of
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`its customers to trade specific securities.
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`54.
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`55.
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`56.
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`On or around January 11, 2021, stocks in GameStop Corp. (“GME”) began to rise.
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`At that time, Robinhood allowed retail investors to trade GME on the open market.
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`On or around January 14, 2021, stocks in AMC Entertainment Holdings Inc.
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`(“AMC”) also began to rise.
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`57.
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`58.
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`59.
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`60.
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`At that time, Robinhood allowed retail investors to trade AMC on the open market.
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`On or around January 13, 2021, stocks in Nokia (“NOK”) began to rise.
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`At that time, Robinhood allowed retail investors to trade NOK on the open market.
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`On or about January 27, 2021, Robinhood, while attempting to slow the growth of
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`these securities, and in an effort to deprive their customers of the ability to use their service,
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`abruptly, purposefully, willfully, and knowingly denied access to specific securities on their app.
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`10
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`Case 1:21-cv-21338-CMA Document 1 Entered on FLSD Docket 01/29/2021 Page 11 of 37
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`This willful action meant retail investors could no longer buy, or even search for, GME, AMC,
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`NOK, and others on Robinhood’s app.
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`61.
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`On information and belief, Robinhood’s actions were done purposefully and
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`knowingly to manipulate the market for the benefit of individuals and financial intuitions and to
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`the detriment of Robinhood’s retail trading customers.
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`62.
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`Since restricting the purchase of these securities from their app, the stock’s prices
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`have gone up, depriving many investors of potential gains.
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`63.
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`Additionally, in the event GME or similar securities go down in price, Robinhood
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`has deprived investors of “shorting” those securities in the hopes the price drops.
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`64.
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`Additionally, during the period of extreme interest and price movement on January
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`28, 2021, Robinhood’s retail customers could have secured profits from a combination of
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`purchases and sales at different points throughout the trading day during this historic event.
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`65.
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`Robinhood completely blocked retail investors from purchasing GME, AMC, and
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`NOK for no legitimate reason, thereby depriving retailer investors from the benefits of
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`Robinhood’s services.
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`66.
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`Robinhood continued to restrict purchases of other securities, including but not
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`limited to GME, AMC, and NOK, knowingly manipulating the market price by doing so.
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`TD Ameritrade Defendants
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`67.
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`TD Ameritrade is an online broker that offers an electronic trading platform for the
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`trade of financial assets including common stocks, preferred stocks, futures contracts, exchange-
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`traded funds, options, cryptocurrency, mutual funds, and fixed income investments.
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`68.
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`TD Ameritrade markets itself primarily to “smarter” investors and claims over 11
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`million client accounts that total more than $1 trillion in assets.
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`11
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`Case 1:21-cv-21338-CMA Document 1 Entered on FLSD Docket 01/29/2021 Page 12 of 37
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`On or around January 11, 2021, stocks in GameStop Corp. (“GME”) began to rise.
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`At that time, TD Ameritrade allowed retail investors to trade GME on the open
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`69.
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`70.
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`market.
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`71.
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`On or around January 14, 2021, stocks in AMC Entertainment Holdings Inc.
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`(“AMC”) also began to rise.
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`72.
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`At that time, TD Ameritrade allowed retail investors to trade AMC on the open
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`market.
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`73.
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`On or about January 27, 2021, TD Ameritrade, while attempting to slow the growth
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`of these securities, and in an effort to deprive their customers of the ability to use their service,
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`abruptly, purposefully, willfully, and knowingly restricted purchases of GME, AMC, and others.
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`This willful action meant retail investors could no longer buy these securities.
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`74.
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`On information and belief, TD Ameritrade’s actions were done purposefully and
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`knowingly to manipulate the market for the benefit of individuals and financial intuitions who
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`were not TD Ameritrade’s customers.
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`75.
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`76.
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`These actions have deprived many investors of potential gains.
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`TD Ameritrade continues to restrict these and other securities on its app for no
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`legitimate reason.
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`Webull Defendants
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`77. Webull is a “mobile-first,” financial services company that offers commission-free
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`trading of stocks, Exchange-Traded Funds (“ETFs”), and options. Webull is a “self-directed
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`brokerage app with tools to help execute trades, research stocks and more.”
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`78.
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`In 2020, Webull increased its roster of brokerage clients by about tenfold, to more
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`than 2 million, by offering free stock trades with a slick online interface.
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`12
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`Case 1:21-cv-21338-CMA Document 1 Entered on FLSD Docket 01/29/2021 Page 13 of 37
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`79.
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`80.
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`81.
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`On or around January 11, 2021, stocks in GameStop Corp. (“GME”) began to rise.
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`At that time, Webull allowed retail investors to trade GME on the open market.
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`On or around January 14, 2021, stocks in AMC Entertainment Holdings Inc.
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`(“AMC”) also began to rise.
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`82.
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`At that time, TD Ameritrade allowed retail investors to trade AMC on the open
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`market.
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`83.
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`On or about January 27, 2021, Webull, while attempting to slow the growth of these
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`securities, and in an effort to deprive their customers of the ability to use their service, abruptly,
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`purposefully, willfully, and knowingly restricted trading of GME and AMC. This willful action
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`meant retail investors could no longer buy these securities because Webull limited the transactions
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`to closing positions only.
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`84.
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`On information and belief, Webull’s actions were done purposefully and knowingly
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`to manipulate the market for the benefit of individuals and financial intuitions who were not
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`Webull customers.
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`85.
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`These actions have deprived many investors of potential gains.
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`All Defendants
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`86.
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`The Financial Industry Regulatory Authority (“FINRA”), which governs brokers
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`like Defendants, espouses rule 5310 regarding “Best Execution and Interpositioning.” Rule
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`5310.01 requires that firms like Defendants’ “must make every effort to execute a marketable
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`customer order that it receives promptly and fully.” By failing to respond at all to customers’
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`placing timely trades, outright blocking customers from trading a specific securities, and restricting
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`others, Defendants have breached these, among other, obligations and caused their customers
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`substantial losses due solely to their own negligence, failure to maintain adequate infrastructure.
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`13
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`Case 1:21-cv-21338-CMA Document 1 Entered on FLSD Docket 01/29/2021 Page 14 of 37
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`87.
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`On information and belief, Defendants’ acts of restricting securities transactions
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`were an intentional effort to slow growth and to help benefit individuals and institutions who are
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`not their customers, but are large institutional investors, potential investors, or other financial
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`institutions.
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`88.
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`The actions of all Defendants occurred within a few hours of each other and all
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`Defendants restricted substantially the same specific securities.
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`CLASS ACTION
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`89.
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`Plaintiffs incorporate by reference each of the allegations above and further allege
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`as follows:
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`90.
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`Plaintiffs bring claims pursuant to Federal Rule of Civil Procedure 23 on behalf of
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`the following putative Classes, as defined below:
`
`CLASS 1: All investors who owned securities in GameStop Corp. (“GME”) on
`January 28, 2021 that was purchased prior to January 28, 2021.
`
`CLASS 2: All investors who owned or securities in AMC Entertainment
`Holdings Inc. (“AMC”) on January 28, 2021 that was purchased prior to
`January 28, 2021.
`
`CLASS 3: All investors who owned or securities in Nokia (“NOK”) on January
`28, 201 that was purchased prior to January 28, 2021.
`
`91.
`
`Additionally, or in the alternative, Plaintiffs bring claims pursuant to Federal Rule
`
`of Civil Procedure 23 on behalf of the following Subclass, as defined below:
`
`SUBCLASS 1: All Robinhood customers who were not able to execute trades
`on January 28, 2021 related to specific securities after Robinhood knowingly,
`willfully, and purposefully removed it completely from their platform.
`
`SUBCLASS 2: All TD Ameritrade customers who were not able to execute
`trades related to specific securities after TD Ameritrade knowingly, willfully,
`and purposefully restricted transactions.
`
`
`
`
`14
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`

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`Case 1:21-cv-21338-CMA Document 1 Entered on FLSD Docket 01/29/2021 Page 15 of 37
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`SUBCLASS 3: All Webull customers who were not able to execute trades
`related to specific securities after Webull knowingly, willfully, and
`purposefully restricted transactions.
`
`92.
`
`This action has been brought and may properly be maintained as a class action
`
`against Defendants pursuant to the provisions of Federal Rule of Civil Procedure 23.
`
`93.
`
`Numerosity: The precise number of members of the proposed Class is unknown to
`
`Plaintiff at this time, but, based on information and belief, Class members are so numerous that
`
`their individual joinder herein is impracticable. Based on information and belief and publicly
`
`available reports, Class members number in the hundreds of thousands and up to ten million.
`
`Subclass members are likely in the thousands. All Class and Subclass members may be notified of
`
`the pendency of this action by reference to Defendants’ business records, or by other alternative
`
`means.
`
`94.
`
`Commonality: Numerous questions of law or fact are common to the claims of
`
`Plaintiff and members of the proposed Classes. These common questions of law and fact exist as
`
`to all Class members and predominate over questions affecting only individual Class members.
`
`These common legal and factual questions include, but are not limited to the following:
`
`a. Whether Defendants knowingly failed to provide the financial services that were
`
`needed to handle reasonable consumer demand, including trading securities that are
`
`available on every other competitive trading platform;
`
`b. Whether Defendants failed to provide the duty of care to their customers when they
`
`purposefully restricted transactions;
`
`c. Whether Defendants restricted transactions purposefully to harm their customers’
`
`positions in these securities and benefit their own potential financial gains;
`
`
`
`15
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`

`

`Case 1:21-cv-21338-CMA Document 1 Entered on FLSD Docket 01/29/2021 Page 16 of 37
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`d. Whether Defendants violated FINRA Rule 5310, among other FINRA rules, state rules,
`
`and federal regulations;
`
`e. Whether Defendants violated consumer protection laws in failing to disclose that their
`
`services would place restrictions on GME, and other securities, for substantial periods
`
`of time;
`
`f. Whether Defendants were in breach of their legal, regulatory, and licensing
`
`requirements by failing to provide adequate access to financial services;
`
`g. Whether Defendants were in breach of their contracts and/or the implied covenant of
`
`good faith and fair dealing in connection with their failure to provide financial services;
`
`h. Whether Defendants were negligent or grossly negligent by failing to provide financial
`
`services in a timely manner due to their own possible nefarious desires;
`
`i. Whether Defendants breached their fiduciary duties to customers by failing to provide
`
`adequate access to financial services;
`
`j. Whether Defendants were unjustly enriched by their conduct;
`
`k. Whether Defendants colluded with one another to illegal manipulate the stock market
`
`in order to protect their own interests or the interests of potential investors or financial
`
`institutions that were not their customers, the millions retail investors;
`
`l. Whether Plaintiff and the other Class members were injured by Defendants’ conduct,
`
`and if so, the appropriate class-wide measure of damages, restitution, and other
`
`appropriate relief, including injunctive relief.
`
`m. Whether Plaintiff and the other Class members are entitled to injunctive and declaratory
`
`relief.
`
`
`
`16
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`

`

`Case 1:21-cv-21338-CMA Document 1 Entered on FLSD Docket 01/29/2021 Page 17 of 37
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`95.
`
`Typicality: The claims of the named Plaintiffs are typical of the claims of the
`
`proposed Classes in that the named Plaintiffs were customers and retail investors during the class
`
`period and were unable to trade specific securities and place time-sensitive trades on those
`
`securities based on Defendants’ restrictions and sustained damages as a result of Defendants’
`
`wrongful conduct.
`
`96.
`
`Adequate Representation: Plaintiffs will fairly and adequately represent the
`
`interests of the Class in that they have no conflicts with any other Class members. Plaintiffs have
`
`retained competent counsel experienced in prosecuting complex class actions, including those
`
`involving financial services, and they will vigorously litigate this class action.
`
`97.
`
`Predominance and Superiority: There is no plain, speedy, or adequate remedy
`
`other than by maintenance of this class action. A class action is superior to other available means,
`
`if any, for the fair and efficient adjudication of this controversy. Prosecution of separate actions
`
`by individual Class members would create the risk of inconsistent or varying adjudications,
`
`establishing incompatible standards of conduct for the Defendants. Additionally, given the
`
`relatively modest damages sustained by most individual Class members, few, if any, proposed
`
`Class members could or would sustain the economic burden of pursuing individual remedies for
`
`Defendants’ wrongful conduct. Treatment as a class action will achieve substantial economies of
`
`time, effort, and expense, and provide comprehensive and uniform supervision by a single court.
`
`This class action presents no material difficulties in management.
`
`98.
`
`Class action certification is warranted under Fed. R. Civ P. 23(b)(1)(A) because the
`
`prosecution of separate actions by individual members of the proposed Classes would create a risk
`
`of inconsistent or varying adjudications with respect to individual Class members, which may
`
`produce incompatible standards of conduct for Defendants.
`
`
`
`17
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`

`

`Case 1:21-cv-21338-CMA Document 1 Entered on FLSD Docket 01/29/2021 Page 18 of 37
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`99.
`
`Class action certification is warranted under Fed. R. Civ P. 23(b)(1)(B) because the
`
`prosecution of separate actions by individual members of the proposed Classes would create a risk
`
`of adjudications with respect to individual Class members which may, as a practical matter, be
`
`dispositive of the interests of the other members not parties to the adjudications or substantially
`
`impair or impede their ability to protect their interests.
`
`100. The prerequisites to maintaining a class action for injunctive or equitable relief
`
`pursuant to Fed. R. Civ. P. 23(b)(2) are met as Defendants acted or refused to act on grounds
`
`generally applicable to the Classes, thereby making final injunctive, declaratory, or equitable relief
`
`appropriate with respect to the Class as a whole.
`
`101. Class action certification is also warranted under Fed. R. Civ P. 23(b)(3) because
`
`questions of law or fact common to the Class members predominate over any questions affecting
`
`only individual members, and a Class action is superior to other available remedi