|
The Court allowed the Secretary of
State’s (the “Secretary”) motion for an order pursuant
to M.G.L. ch. 110A, § 407(c), compelling the Defendant
to comply with a subpoena duces tecum.
Defendant Massachusetts Mutual Life
Insurance Company (“Mass Mutual”) terminated its
president and removed him from the Board of Directors
based upon its findings of various types of misconduct.
In terminating O’Connell, Mass Mutual drafted a
fifty-nine page report (“Report”) outlining the reasons
for his dismissal. Among other things, the Report
concluded that O’Connell’s son, who worked for Mass
Mutual subsidiary Oppenheimer Funds, improperly
disclosed confidential and proprietary information
relating to Oppenheimer’s portfolio trading strategies
to O’Connell’s son-in-law, who also worked for Mass
Mutual.
The Secretary’s Securities Division
commenced an investigation and requested that Mass
Mutual and Oppenheimer voluntarily produce voluminous
documents, including the Report and other records
relating to the disciplining of O’Connell. Mass Mutual
challenged the Secretary’s jurisdiction over the matter
relating O’Connell’s termination and declined to produce
the requested documents because it had already produced
such documents to the Massachusetts Insurance
Commissioner and the Attorney General’s Office.
In response, the Secretary served a
subpoena on Mass. Mutual requesting the Report and all
documents relating to O’Connell’s termination and his
communications with his son-in-law. Mass Mutual
contested the Secretary’s authority and intentions for
issuing the Subpoena and filed a complaint in the |
|
Superior Court (Hamden County) to quash
the Subpoena. The Court dismissed the action because the
Secretary had not yet moved to enforce the Subpoena. The
Court, however, noted, among other things, that the
Subpoena’s broad request seemed to extend beyond the
Secretary’s authority pursuant to M.G.L. ch. 110A, §
101.
In response to the Court’s decision, the
Secretary significantly narrowed the scope of the
Subpoena, via letter, and requested that Mass Mutual
produce only the portions of the Report relating to
O’Connell’s son and the Oppenheimer funds. Mass Mutual
refused to produce any portion of the Report to the
Secretary without an executed confidentiality agreement.
The Secretary informed Mass Mutual that the Public
Records Act, M.G.L. ch. 66, § 10, governed the security
of any document in its possession; however, the
Secretary offered to give Mass Mutual the courtesy of a
10-day notice should the Report be requested before
producing it. Mass Mutual rejected the Secretary’s
offer.
The Secretary then filed this action
moving the Court to compel Mass Mutual to comply with
the narrowed Subpoena, and Mass Mutual filed a cross
motion to dismiss. Mass Mutual challenged the
Secretary’s jurisdiction and authority to enforce the
Subpoena and alternatively alleged that the Secretary
issued the Subpoena in bad faith in attempt to achieve a
public relations coup by releasing it to the media.
After an in depth analysis of M.G.L. ch. 110A, the Court
concluded the Secretary was acting within his authority
and ordered Mass Mutual to produce the requested
portions of the Report.
 |
