A recent Massachusetts Appeals Court decision provides important guidance on disclosure obligations in securities transactions and the intersection between the Massachusetts Uniform Securities Act ("MUSA") and Chapter 93A. In GIUL, LLC v. Shenghuo Medical, LLC et al., decided June 22, 2026, the Appeals Court rejected the argument that a seller satisfied its disclosure obligations merely by providing a prospective investor with a hyperlink to publicly available information on a company website and held that the trial court improperly dismissed both the plaintiff's MUSA and related Chapter 93A claims. Although the Appeals Court stopped short of deciding whether the defendants ultimately violated either statute, the decision reinforces that publicly available information is not necessarily equivalent to disclosure under MUSA and highlights the potential for parallel Chapter 93A liability arising from alleged securities disclosure violations.

Background

The dispute arose from an investment in Shenghuo Medical, LLC. The plaintiff alleged that it invested in the company based on representations concerning Shenghuo's planned investment in Guided Therapeutics, Inc. ("GTI"), the developer of a cervical cancer screening device. After the investment failed to produce the anticipated return, the plaintiff brought claims under MUSA and Massachusetts General Laws Chapter 93A, alleging that Shenghuo and certain of its managing members failed to disclose material information concerning GTI's financial condition during the investment solicitation.

Following a bench trial, the Superior Court entered judgment for the defendants. Central to the trial court's reasoning was the fact that one of the solicitation emails directed the investor to GTI's website. The trial judge concluded that, had the investor reviewed GTI's publicly available SEC filings, the investor would have discovered disclosures concerning GTI's significant working capital deficit, uncertainty regarding its ability to continue as a going concern, and dependence on obtaining additional financing. On that basis, the court concluded there had been no actionable omission under MUSA and likewise dismissed the related Chapter 93A claim.

The Appeals Court's Decision

The Appeals Court vacated the judgment as to Shenghuo and two of its principals, concluding that the trial court applied an incorrect legal standard when evaluating the alleged omission.

In particular, the court emphasized that under MUSA, which the court construes consistent with federal securities precedent, a purchaser of securities generally has no duty to independently investigate or verify facts that a seller allegedly omitted. Simply directing a prospective investor to publicly available materials, or even to SEC filings, is not the same as affirmatively disclosing the material information contained within those materials.

The court also reaffirmed a well-established principle of securities law: when a seller elects to speak on a subject in connection with a securities transaction, it assumes a duty to speak fully and truthfully regarding that subject. Partial disclosures that omit material qualifying information may therefore be actionable.

Importantly, the Appeals Court did not determine that the defendants violated MUSA. Rather, it remanded the case for the trial court to determine whether the alleged omission concerning GTI's financial condition was material under the proper legal standard.

The Intersection Between MUSA and Chapter 93A

A significant aspect of the decision is not just the court's discussion of website hyperlinks, but its treatment of the relationship between MUSA and Chapter 93A.

Because the Appeals Court concluded that the alleged omission required further analysis under MUSA, it likewise vacated the dismissal of the related Chapter 93A claim against Shenghuo and certain of its principals and remanded for further proceedings. The court recognized that, if the trial court ultimately concludes that the omission was material and also constituted an unfair or deceptive act or practice, liability under both statutes may arise from the same underlying conduct.

Although the decision does not suggest that every MUSA violation automatically gives rise to Chapter 93A liability, it reinforces that plaintiffs may pursue both claims in appropriate cases. For defendants, that distinction matters. In addition to the remedies available under MUSA, Chapter 93A may expose parties to attorneys' fees, costs, injunctive relief, and, where the conduct is found to be willful or knowing, up to treble damages.

The decision therefore serves as a reminder that securities litigation in Massachusetts often requires evaluating potential exposure under both statutory schemes rather than viewing MUSA in isolation.

Practical Takeaways

The Appeals Court's decision offers several practical lessons for businesses, issuers, investment sponsors, and others involved in business and securities transactions in Massachusetts:

• Public availability is not the same as disclosure. The fact that material information appears in SEC filings or on a company's website does not necessarily satisfy a seller's disclosure obligations under MUSA.
• Hyperlinks are not a substitute for meaningful disclosures. Simply directing investors to publicly available materials may be insufficient where those materials contain information that should instead be affirmatively disclosed during the solicitation process.
• Partial disclosures create risk. Be careful what you choose to say. Once a party chooses to discuss a subject with prospective investors, Massachusetts law, similar to federal law, requires that the disclosure be materially complete and not omit material qualifying information.
• Consider both MUSA and Chapter 93A. Alleged disclosure deficiencies may expose defendants not only to claims under Massachusetts securities law but also to parallel Chapter 93A claims that can expand available remedies and effectively give two bites at the proverbial apple.