In August 2019, the SEC filed a civil enforcement complaint against a dually registered investment adviser and broker-dealer in the U.S. District Court for the District of Massachusetts (District Court). The SEC alleged that the adviser failed to adequately disclose potential conflicts of interest arising out of receipt of revenue from a clearing broker in connection with its sales of mutual funds. In April 2023, the District Court granted the SEC’s motion for summary judgment as to liability, ruling that omissions from the adviser’s conflicts disclosures were material as a matter of law. In March 2024, it entered a judgment (Final Judgment) against the adviser for more than $93 million. On April 1, 2025, however, the U.S. Court of Appeals for the First Circuit issued an opinion (Opinion) vacating the District Court’s liability judgment and the Final Judgment, ruling that whether those omissions were material was a question for a jury. This article discusses the facts underlying the litigation and the Opinion, which may have implications for how the SEC handles future conflicts disclosure-related litigation, including cases involving hedge fund managers. See “Despite End of Share Class Selection Disclosure Initiative, SEC Continues Pursuit of Violators” (Jul. 16, 2020).