RONEY, Senior Circuit Judge:
Plaintiffs appeal the district court’s denial of their motion for remand to state court, alleging a lack of federal subject matter jurisdiction. We reverse, holding that the federal court had no jurisdiction to entertain this civil lawsuit brought under Aabama state securities law, even though the case may involve some interpretation of related federal securities law.
This case involves the sale of shares of stock issued by Cooper & Greiler Diversified Companies, Inc. Plaintiffs David Hill, Mail-on Kent, Jr., Ronald C. McCoy, Peggy S. McCoy, James A Sparacio, Glenda S. Spara-cio, and George M. Hill are Aabama residents and purchasers of stock. Plaintiff Hardin & Hollis Profit Sharing Plan (the “Plan”) is an employee benefit plan located in Aabama that also purchased stock. Defendant C. Henry Marston is an attorney involved with the issuance of the stock.
The determination of whether plaintiffs’ case arises under federal law is made by reference to the complaint.1 Franchise Tax Bd. v. Construction Laborers Vacation Trust, 463 U.S. 1, 9-10, 103 S.Ct. 2841, 2846-47, 77 L.Ed.2d 420 (1983). A defense that raises a federal question is inadequate to invoke federal question jurisdiction. Merrell Dow Pharmaceuticals, Inc. v. Thompson, 478 U.S. 804, 808, 106 S.Ct. 3229, 3232, 92 L.Ed.2d 650 (1986). The complaint alleges that the eight plaintiffs bought a total of 768,000 shares of stock issued by Cooper & Greiler. Each share cost $1, but plaintiffs allege the stock is now worthless. Plaintiffs allege that, in deciding to buy the stock, they relied on a confidential private placement memorandum (the “Memorandum”) prepared by defendant Marston, acting as legal counsel for Cooper & Greiler in connection with the offering of the stock in that company. They sued Marston for negligence, breach of contract, and violations of the Securities Act of Aabama.
The complaint was filed in state court. Defendant removed the case to federal court on the basis that the complaint stated claims under the Securities Exchange Act of 1934 and the Employee Retirement Income Security Act of 1974 (“ERISA”), claims “arising under” federal law and therefore subject to removal. 28 U.S.C.A § 1441(b). Plaintiffs claim they have alleged only a state cause of action.2
As a general rule, a case “arises under” federal law only if it is federal law that creates the cause of action, Franchise Tax Bd. v. Construction Laborers Vacation Trust, 463 U.S. 1, 103 S.Ct. 2841, but it may also arise under federal law “where the vindication of a right under state law necessarily turned on some construction of federal law.” Id. at 9, 103 S.Ct. at 2846 (citations omitted).
In addition to common law negligence and breach of contract claims, plaintiffs contend defendant violated the registration requirement of the Aabama Securities Act, Aa. Code § 8-6-4 (1974). In the absence of allegations alleging a violation of federal laws, defendant points to references in the complaint to defendant’s professed expertise in federal corporate securities law.3 The com[1550] plaint repeatedly refers to the failure of the Memorandum to comply with federal as well as state laws applicable to the sale of corporate securities.4
Plaintiffs’ inclusion as elements of their state law claims defendant’s knowledge of federal securities law and his failure to comply with certain aspects of that law does not automatically transform what are in all other respects state law claims into federal claims. The complaint contains no express allegation that defendant violated any specific federal securities laws.
Plaintiffs’ right depends almost solely on analysis of state laws regarding negligence, breach of contract, and sale of securities. Indeed, the only indication of the involvement of a specific federal law in the complaint is in connection with a state statutory section that incorporates a portion of the Securities Exchange Act of 1933, not the 1934 Act asserted by the defendant. There is, of course, an anti-removal provision in the 1933 Act. 15 U.S.C. § 77v(a).
The fact that part of the state statutory scheme requires some analysis of federal law, however, is insufficient to invoke federal jurisdiction. See Moore v. Chesapeake & Ohio Ry. Co., 291 U.S. 205, 214-15, 54 S.Ct. 402, 405-06, 78 L.Ed. 755 (1934) (“[I]t does not follow that a suit brought under ‘the state statute which defines liability to employees who are injured while engaged in intrastate commerce, and brings within the purview of the statute a breach of the duty imposed by the federal statute, should be regarded as a suit arising under the laws of the United States and cognizable in the federal court in the absence of diversity of citizenship.”). Moore makes clear that violation of a federal standard as an element of a state tort recovery does not fundamentally change the state tort nature of the action.
In relying on the analytical method set forth in Merrell Dow Pharmaceuticals, Inc. v. Thompson, 478 U.S. 804, 106 S.Ct. 3229, 92 L.Ed.2d 650 (1986), defendant argues that the availability of a federal cause of action for violations of Rule 10b-5, “clearly suggests the federal character of plaintiffs’ claims thereby justifying federal jurisdiction over the same.” The complaint, however, makes no reference to Rule 10b-5, does not attempt to allege a 10b-5 cause of action, and plaintiffs deny invoking a remedy under federal law.
It is the failure of the complaint to allege a violation of federal securities laws, rather than mere failure to comply with federal law, that distinguishes two district court cases relied upon by defendant. In Berg v. Leason, 793 F.Supp. 930 (N.D.Cal.1992), plaintiff brought a malicious prosecution case against persons who had sued plaintiff for violations of the Securities Exchange Act of 1934, Rule 10b-5 and RICO, and federal securities fraud. The district court denied the motion to remand to state court because the malicious prosecution case required analysis of underlying federal issues that were the express basis of the original federal complaint on which the claim is based. Unlike Berg, plaintiffs’ complaint contained no explicit reference to violations of federal law.
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RONEY, Senior Circuit Judge:
Plaintiffs appeal the district court’s denial of their motion for remand to state court, alleging a lack of federal subject matter jurisdiction. We reverse, holding that the federal court had no jurisdiction to entertain this civil lawsuit brought under Aabama state securities law, even though the case may involve some interpretation of related federal securities law.
This case involves the sale of shares of stock issued by Cooper & Greiler Diversified Companies, Inc. Plaintiffs David Hill, Mail-on Kent, Jr., Ronald C. McCoy, Peggy S. McCoy, James A Sparacio, Glenda S. Spara-cio, and George M. Hill are Aabama residents and purchasers of stock. Plaintiff Hardin & Hollis Profit Sharing Plan (the “Plan”) is an employee benefit plan located in Aabama that also purchased stock. Defendant C. Henry Marston is an attorney involved with the issuance of the stock.
The determination of whether plaintiffs’ case arises under federal law is made by reference to the complaint.1 Franchise Tax Bd. v. Construction Laborers Vacation Trust, 463 U.S. 1, 9-10, 103 S.Ct. 2841, 2846-47, 77 L.Ed.2d 420 (1983). A defense that raises a federal question is inadequate to invoke federal question jurisdiction. Merrell Dow Pharmaceuticals, Inc. v. Thompson, 478 U.S. 804, 808, 106 S.Ct. 3229, 3232, 92 L.Ed.2d 650 (1986). The complaint alleges that the eight plaintiffs bought a total of 768,000 shares of stock issued by Cooper & Greiler. Each share cost $1, but plaintiffs allege the stock is now worthless. Plaintiffs allege that, in deciding to buy the stock, they relied on a confidential private placement memorandum (the “Memorandum”) prepared by defendant Marston, acting as legal counsel for Cooper & Greiler in connection with the offering of the stock in that company. They sued Marston for negligence, breach of contract, and violations of the Securities Act of Aabama.
The complaint was filed in state court. Defendant removed the case to federal court on the basis that the complaint stated claims under the Securities Exchange Act of 1934 and the Employee Retirement Income Security Act of 1974 (“ERISA”), claims “arising under” federal law and therefore subject to removal. 28 U.S.C.A § 1441(b). Plaintiffs claim they have alleged only a state cause of action.2
As a general rule, a case “arises under” federal law only if it is federal law that creates the cause of action, Franchise Tax Bd. v. Construction Laborers Vacation Trust, 463 U.S. 1, 103 S.Ct. 2841, but it may also arise under federal law “where the vindication of a right under state law necessarily turned on some construction of federal law.” Id. at 9, 103 S.Ct. at 2846 (citations omitted).
In addition to common law negligence and breach of contract claims, plaintiffs contend defendant violated the registration requirement of the Aabama Securities Act, Aa. Code § 8-6-4 (1974). In the absence of allegations alleging a violation of federal laws, defendant points to references in the complaint to defendant’s professed expertise in federal corporate securities law.3 The com[1550] plaint repeatedly refers to the failure of the Memorandum to comply with federal as well as state laws applicable to the sale of corporate securities.4
Plaintiffs’ inclusion as elements of their state law claims defendant’s knowledge of federal securities law and his failure to comply with certain aspects of that law does not automatically transform what are in all other respects state law claims into federal claims. The complaint contains no express allegation that defendant violated any specific federal securities laws.
Plaintiffs’ right depends almost solely on analysis of state laws regarding negligence, breach of contract, and sale of securities. Indeed, the only indication of the involvement of a specific federal law in the complaint is in connection with a state statutory section that incorporates a portion of the Securities Exchange Act of 1933, not the 1934 Act asserted by the defendant. There is, of course, an anti-removal provision in the 1933 Act. 15 U.S.C. § 77v(a).
The fact that part of the state statutory scheme requires some analysis of federal law, however, is insufficient to invoke federal jurisdiction. See Moore v. Chesapeake & Ohio Ry. Co., 291 U.S. 205, 214-15, 54 S.Ct. 402, 405-06, 78 L.Ed. 755 (1934) (“[I]t does not follow that a suit brought under ‘the state statute which defines liability to employees who are injured while engaged in intrastate commerce, and brings within the purview of the statute a breach of the duty imposed by the federal statute, should be regarded as a suit arising under the laws of the United States and cognizable in the federal court in the absence of diversity of citizenship.”). Moore makes clear that violation of a federal standard as an element of a state tort recovery does not fundamentally change the state tort nature of the action.
In relying on the analytical method set forth in Merrell Dow Pharmaceuticals, Inc. v. Thompson, 478 U.S. 804, 106 S.Ct. 3229, 92 L.Ed.2d 650 (1986), defendant argues that the availability of a federal cause of action for violations of Rule 10b-5, “clearly suggests the federal character of plaintiffs’ claims thereby justifying federal jurisdiction over the same.” The complaint, however, makes no reference to Rule 10b-5, does not attempt to allege a 10b-5 cause of action, and plaintiffs deny invoking a remedy under federal law.
It is the failure of the complaint to allege a violation of federal securities laws, rather than mere failure to comply with federal law, that distinguishes two district court cases relied upon by defendant. In Berg v. Leason, 793 F.Supp. 930 (N.D.Cal.1992), plaintiff brought a malicious prosecution case against persons who had sued plaintiff for violations of the Securities Exchange Act of 1934, Rule 10b-5 and RICO, and federal securities fraud. The district court denied the motion to remand to state court because the malicious prosecution case required analysis of underlying federal issues that were the express basis of the original federal complaint on which the claim is based. Unlike Berg, plaintiffs’ complaint contained no explicit reference to violations of federal law.
In Bacardi v. Bacardi Corp., 677 F.Supp. 253 (D.Del.1988), minority shareholders brought an action against the corporation over disagreements with the corporation’s business policies. The company had filed a Form 15 certificate under Sections 12(g) and (h) of the Securities Exchange Act of 1934, stating it was exempt from the Act’s registration and reporting requirements. Plaintiffs challenged that action, requesting an injunction ordering the defendant to withdraw its Form 15 certificate and to notify the SEC that the corporation is subject to reporting and registration requirements. Defendants asserted they did not intend to allege a federal claim, but the district court held that whether Bacardi had to register and submit information to the SEC was an obligation created by provisions of the 1934 [1551] Act. Therefore, the federal court had exclusive jurisdiction.
Defendant contends that the claims asserted by the Profit Sharing Plan provide a separate and independent basis for federal question jurisdiction under the Employment Retirement Income Security Act of 1974 (“ERISA”). ERISA preempts all state laws and state law claims insofar as they relate to an employee benefit plan. 29 U.S.C.A § 1144(a).
There is no question that plaintiff Hardin and Hollis Profit Sharing Plan is “an employee benefit plan” as that term is defined by Section 3 of ERISA, 29 U.S.C.A. § 1002. But there is no express allegation pertaining to ERISA nor is there any reference to claims regarding direct or indirect regulation of an employee benefit plan. The mere fact that an ERISA plan is a plaintiff in a lawsuit does not bring the ERISA preemp-tion statute into play.
In all of the cases cited by defendant, beneficiaries of an employee benefit plan brought claims for benefits against the plan,5 or for compensatory damages in the form of loss of employee benefits.6 The claim in each of these cases arose out of the administration of benefits under the plan, unlike the instant case.
Defendant asserts that the state common law claims of negligence and breach of contract are in effect claims alleging breach of a fiduciary duty under ERISA. See Cox v. Eichler, 765 F.Supp. 601 (N.D.Cal.1990). In Cox, the defendant advisors were retained by plaintiffs to advise the Plan concerning investments and to manage the Plan’.s assets. These advisors were given discretionary authority to make investments on behalf of the Plan. The court found that these advisors fell squarely within the definition of an ERISA fiduciary under Section 1002(21)(A). There is no allegation of such a relationship in this case. Defendant Marston was not a fiduciary advisor for the Plan.
Thus, the complaint alleges no claims “arising under” federal law and removal was improper. We reverse the district court’s order and remand with instructions to the district court to remand this case to state court.
REVERSED and REMANDED.
APPENDIX
IN THE CIRCUIT COURT OF JEFFERSON COUNTY, ALABAMA
David Hill, Mailon Kent, Jr., Ronald C. McCoy, Peggy S. McCoy, James A Sparacio, Glenda S. Sparacio, George M. Hill, and Hardin & Hollis Profit Sharing Plan, Plaintiffs, v. C. Henry Marston, who is sued individually and as a partner in the law firm of Cabiness, Johnston, Gardner, Dumas & O’Neal, Defendant.
Civil Action Number CV9205633
Filed in Office July 13, 1992
COMPLAINT
1. The plaintiffs, Dave Hill, Mailon Kent, Jr., Ronald C. McCoy, Peggy S. McCoy, James A Sparacio, Glenda S. Sparacio, and George M. Hill are adult resident citizens of the State of Aabama. The plaintiff Hardin & Hollis Profit Sharing Plan is a profit sharing plan having its principal place of business in Jefferson County, Aabama.
2. The defendant C. Henry Marston is an adult resident citizen of the State of Aabama and a partner in the law firm of Cabiness, Johnston, Gardner, Dumas & O’Neal with offices in Jefferson and Mobile Counties in the State of Aabama.
3. This action is brought against the defendant as a result of defendant’s negligence, breach of contract and violations of the Securities Act of Aabama, by reason of having acted in concert with Carter L. Cooper, [1552] Charles Grelier and Cooper & Grelier Diversified Companies, Inc. (the “Company”) to offer and to sell to the plaintiffs shares of the Class B Common Stock (the “Shares”) of the Company by means of a confidential private place offering memorandum dated June 22, 1990 (the “Memorandum”).
4. The defendant represented' to the Company that he and the his law firm were competent and skilled in providing legal services for matters involving corporations and the federal and state laws applicable to corporate securities.
5. The Company retained the defendant to perform all requisite legal services for the Company in connection with the offer and sale of up to 5,000,000 shares of the Class B Common Stock at a selling price of $1.00 per share, which offering commenced June 22, 1990 and ended on or about June 21, 1991.
6. The defendant prepared the Memorandum with knowledge that it was to be used by the Company to make the offer to sell the Shares to persons, including the plaintiffs, who would purchase the Shares in reliance upon the Memorandum.
7. The plaintiff David Hill purchased 75,-000 Shares from the Company for $75,000 on or about November 7, 1990. The plaintiff Mailon Kent, Jr. purchased 75,000 Shares from the Company for $75,000 on or about November 7, 1990. The plaintiffs Ronald C. McCoy and Peggy S. McCoy purchased 218,-000 Shares from the Company for $218,000 July 16, 1990. The plaintiffs James A. Spar-acio and Glenda S. Sparacio purchased 75,000 shares from the Company for $75,000 on or about July 25,1990. The plaintiff George M. Hill purchased 75,000 shares from the Company for $75,000 on or about July 25, 1990. The plaintiff Hardin & Hollis Profit Sharing Plan purchased 250,000 shares from the Company for $250,000 on or about July 31, 1990.
8. The Shares are worthless and have no value.
Count One
9. The allegations of paragraphs 1 through 8 are hereby adopted and realleged.
10. The defendant was aware the Memorandum was to be used by the Company for the particular purpose of offering and selling the Shares to persons including the plaintiffs.
11. The defendant was aware the Company intended that the purchasers of the Shares rely upon the Memorandum in making their decision to purchase the Shares.
12. The defendant was aware of the identity of the purchasers of the Shares when those purchasers, including the plaintiffs, made their decision to purchase the Shares by executing a subscription agreement prepared by the defendant and paying their money to AmSouth Bank, N.A., appointed by the Company to serve as escrow agent, pursuant to an escrow agreement prepared by the defendant.
13. The defendant was negligent in the preparation of the Memorandum in that he failed to prepare the Memorandum in accordance with the rules governing the limited offer and sale of securities under the state and federal laws applicable to the sale of corporate securities.
14. As a proximate consequence of the negligence of the defendant, each of the plaintiffs has been injured in that the Shares they purchased in reliance on the Memorandum are worthless and have no value.
Count Two
15. The allegations of paragraphs 1 through 12 are hereby adopted and real-leged.
16. The Company and the defendant entered into an agreement whereby the defendant agreed to prepare the Memorandum with the intent that persons, including the plaintiffs, to whom offers would be made and who would purchase the Shares, would rely upon the Memorandum as having been prepared in accordance with the laws applicable to corporate securities.
17. The defendant breached his agreement with the company and his duty to the plaintiffs in that the defendant did not prepare the Memorandum in accordance with the laws applicable to corporate securities.
18. As a proximate consequence of the defendant’s breach of his agreement with the [1553] company and duty to the plaintiffs, the plaintiffs have been injured in that the Shares they purchased in reliance on the Memorandum are worthless and have no value.
Count Three
19. The allegations of paragraphs 1 through 12 and 16 are hereby adopted and realleged.
20. The Shares are a security within the meaning of the Securities Act of Alabama [ALA.CODE § 8-6-2(10) (1975) ], which Act provides that it shall be unlawftd to offer and sell securities in the State of Alabama unless the securities have been registered with or unless the shares are exempted from registration with the Alabama Securities Commission [ALA.CODE § 8-6-4 (1975)]..
21. The Company offered to sell and did sell the Shares to the plaintiffs in violation of the registration requirement of the Securities Act of Alabama and the Rules applicable thereto as promulgated by the Alabama Securities Commission in that the financial statements of the Company included in the Memorandum did not meet the certification requirement of Regulation D promulgated under the federal Securities Act of 1933 by the federal Securities and Exchange Commission. A copy of the pertinent portion of Regulation D is attached hereto as Exhibit A.
22. The defendant did materially aid the Company in the offer and sale of the Shares.
23. The plaintiffs hereby tender their shares to the defendant and demand return of the consideration paid for the securities pursuant to ALA.CODE § 8-16-19(a) (1975).
Count Four
24. The allegations of paragraphs 1 through 12,16 and 20 through 23 are hereby adopted and realleged.
25. The defendant did materially aid the Company in the offer and sale of the Shares by means of preparing the Memorandum that contains untrue statements of material fact or omits statements of material fact about the financial condition of the Company which of necessity should have been made in light of the circumstances, to prevent the statements that were made in the Memorandum from being misleading. The Memorandum worked to the detriment of the plaintiffs, who relying upon the memorandum, purchased shares of the Company without knowledge of the untruths and omissions contained therein, and through the exercise of reasonable care could not have known of the untruth or omissions of statements of material fact.
WHEREFORE, the plaintiffs demand judgment against the defendant as follows:
A. Damages for each plaintiff in such sum in excess of $5,000 as shall be determined by the jury.
B. Reasonable attorney’s fees.
C. Costs of court.
D. Such other, further and different relief as the court determines to be appropriate.
/s/ James L. Shores
James L. Shores
Attorney for Plaintiff
Plaintiffs demand a trial by jury.
/s/ James L. Shores
Attorney for Plaintiff