## Facts

- A securities investor filed a putative class action in the Southern District of New York alleging federal securities-law violations based on nondisclosure of adverse financial information.
- The only respondent before the Supreme Court was a national banking association with its principal office in Boston, Massachusetts.
- The plaintiff relied on the Securities Exchange Act of 1934 venue provision, which permits suit where the defendant is found, is an inhabitant, or transacts business.
- The bank moved to dismiss for improper venue under the National Bank Act venue provision, which limits suits against national banks to the district where the bank is “established.”
- The district court dismissed for improper venue; the Second Circuit affirmed; the Supreme Court granted review to resolve which venue statute controlled.

## Issues

1. Whether the Securities Exchange Act’s general venue provision impliedly repealed or superseded the National Bank Act’s specific venue provision for suits against national banks.
2. Whether a securities action against a national banking association may be brought where the bank transacts business, or only where it is “established.”

## Decision

- The Court affirmed the dismissal for improper venue.
- Venue in a Securities Exchange Act suit against a national banking association is governed by the National Bank Act, not the Securities Exchange Act.
- The Court found no irreconcilable conflict between the two venue statutes and no clear congressional intent to displace the National Bank Act’s venue rule.
- A dissent would have applied the Securities Exchange Act’s broader venue provision in this context.

## Legal Principles

- Repeals by implication are strongly disfavored.
- Absent a clear indication of congressional intent, a specific statute is not controlled or nullified by a more general statute, regardless of enactment order.
- An implied repeal requires either (a) an irreconcilable conflict between statutes or (b) a clear showing that the later statute was intended as a substitute covering the entire subject of the earlier statute.
- Venue limitations for national banks reflect a legislative policy favoring convenience for banking institutions and avoiding business disruption; that policy remains operative unless Congress clearly provides otherwise.

## Conclusion

The Court held that the National Bank Act’s specific venue provision controls where a national banking association may be sued, so a Securities Exchange Act claim must be filed in the district where the bank is established unless Congress clearly authorizes broader venue.


Radzanower v. Touche Ross & Co., 426 U.S. 148 (1976)