## Facts

- The United States sued the National Association of Securities Dealers, Inc. (NASD) and certain mutual funds, underwriters, and broker-dealers, alleging agreements restricting secondary-market trading of mutual fund shares.
- The complaint claimed defendants combined to prevent development of a secondary dealer market and to maintain resale prices for mutual fund shares in transactions among dealers, between investors and dealers, and in brokered investor trades.
- Count I alleged a horizontal agreement among NASD members to suppress secondary-market growth through NASD interpretations and applications of rules.
- Counts II–VIII alleged vertical restraints, including resale price maintenance and concerted refusals to deal affecting secondary-market transactions.
- Defendants argued the conduct was required or permitted by the Investment Company Act of 1940 (ICA), especially § 22(d) (single “current public offering price” for dealer sales) and § 22(f) (fund transferability restrictions under SEC oversight), within the SEC-supervised self-regulatory structure created by Exchange Act § 15A (the Maloney Act).
- The district court dismissed, concluding the ICA and Maloney Act provided statutory protection and implied immunity from antitrust liability for the challenged practices; it read § 22(d) broadly to cover transactions involving broker-dealers even when acting as brokers.

## Issues

1. Whether ICA § 22(d) requires dealer sales of mutual fund shares, including in secondary-market contexts, to occur at the current public offering price in the prospectus.
2. Whether the ICA (§§ 22(d) and 22(f)) and the Maloney Act’s SEC-supervised self-regulatory regime displace Sherman Act § 1 remedies for the challenged restraints.
3. Whether SEC oversight over mutual fund distribution and NASD rules requires courts to withhold antitrust relief that would conflict with the regulatory scheme.

## Decision

- The Supreme Court affirmed the dismissal of the Sherman Act complaint.
- The Court treated § 22(d) as a broad price-maintenance mandate for mutual fund shares sold by dealers, consistent with Congress’s aim to prevent discounting that would disrupt fund distribution.
- The Court rejected a narrow broker/dealer distinction that would allow evasion of § 22(d)’s uniform-price objective through characterization of a broker-dealer’s role.
- The Court held that, in this setting, antitrust relief had to be withheld to the extent it would conflict with or frustrate the SEC-administered regulatory program under the ICA and the SEC-supervised NASD framework under the Maloney Act.
- The Court emphasized SEC authority to supervise, modify, or disapprove NASD rules and to address abuses through regulatory mechanisms rather than Sherman Act litigation.

## Legal Principles

- Antitrust laws may be displaced by implication when their application would conflict with a federal regulatory statute administered by an expert agency and would impair the regulatory program.
- ICA § 22(d) embodies a congressional policy of maintaining a single public offering price for mutual fund shares in dealer sales, reaching secondary-market contexts where necessary to prevent evasion.
- ICA § 22(f), together with SEC oversight, supports limiting secondary-market transfer restrictions through agency supervision rather than through antitrust adjudication when the subject matter falls within the regulatory design.
- SEC-supervised self-regulation under the Maloney Act can bar Sherman Act remedies where challenged restraints are part of, or closely tied to, conduct compelled or permitted by the securities regulatory scheme.

## Conclusion

The Court held that the government’s Sherman Act challenge could not proceed because the mutual fund pricing and transfer restraints at issue fell within, and would be disrupted by, the SEC-supervised regulatory framework established by the Investment Company Act and the Maloney Act.


United States v. Nat’l Ass’n of Sec. Dealers, Inc., 422 U.S. 694 (1975)