Case 1:25-cv-14723 Document 10-1 Filed 08/19/25 Page 31 of 34 PageID: 103
negotiated path forward, Orsini Decl. ¶¶ 3-4. A credible threat of prosecution under a preempted
state statute causes irreparable harm. See Morales , 504 U.S. at 381.
Further, the harm to Robinhood’s reputation caused by the threat, the uncertainty
surrounding the cease-and-desist demand, and potential enforcement proceedings by the Division
is also irreparable, because it cannot be easily or quickly repaired. KalshiEx , 2025 WL 1218313,
at *7; see also Kos Pharms., Inc. v. Andrx Corp. , 369 F.3d 700, 726 (3d Cir. 2004). Robinhood
also stands to lose the goodwill of its customers, including its over 48,000 customers in New
Jersey. Mackenzie Decl. ¶ 17. This goodwill, once lost, cannot easily or quickly be regained,
even if Robinhood ultimately prevails in litigation, and the risk to goodwill therefore also
constitutes irreparable harm. KalshiEx , 2025 WL 1218313, at *7; see also GlaxoSmithKline LLC
v. Boehringer Ingelheim Pharms., Inc. 484 F. Supp. 3d 207, 226-28 (E.D. Pa. 2020) (holding that
company was entitled to preliminary injunction to avoid reputational harm and loss of goodwill).
Nor could Robinhood have avoided irreparable harm by continuing voluntarily to comply
with the Division’s cease-and-desist demand. Had it continued to comply, Robinhood would
have been forced to continue to forgo significant business in New Jersey, resulting in loss of
revenue. Mackenzie Decl. ¶¶ 16-17. These economic losses would be unrecoverable because
sovereign immunity bars Robinhood from obtaining monetary damages for the Division’s impact
on Robinhood’s business. See Alden v. Maine , 527 U.S. 706, 712-13 (1999). Damages that are
unrecoverable due to sovereign immunity constitute irreparable harm. See, e.g. , Temple Univ. v.
White , 941 F.2d 201, 215 (3d Cir. 1991) (“As to the inadequacy of legal remedies, the Eleventh
Amendment bar to an award of retroactive damages against the Commonwealth clearly
establishes that any legal remedy is unavailable and that the only relief available is equitable in
nature.” (internal citation omitted)); Cigar Ass’n of Am. v. City of Phila. , 500 F. Supp. 3d 428,
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