Securities and Exchange Commission v. Pedram Abraham Mehrian et al

Filing 46

FINAL JUDGMENT AS TO PEDRAM ABRAHAM MEHRIAN by Judge Fernando M. Olguin. IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is permanently restrained and enjoined from violating Section 17(a) of the Securities Act of 1933 [15 U.S.C. 77q(a)] in the offer or sale of any security by the use of any means or instruments of transportation or communication in interstate commerce or by use of the mails, directly or indirectly. (MD JS-6, Case Terminated). (iv)

1
2
3
4
5

JS-6

6
7
8
9

UNITED STATES DISTRICT COURT

10

CENTRAL DISTRICT OF CALIFORNIA

11

Western Division

12
13

SECURITIES AND EXCHANGE
COMMISSION,

14

Plaintiff,

15
16

v.

19

PEDRAM ABRAHAM MEHRIAN,
STRATEGIC LEGACY
INVESTMENT GROUP, INC., and
SLIG HIGH INTEREST LIQUID
SAVINGS COMPANY,

20

Defendants.

17
18

21
22
23
24
25
26
27
28

Case No. 2:23-cv-08009 FMO (PVCx)
FINAL JUDGMENT AS TO PEDRAM
ABRAHAM MEHRIAN

1

The Securities and Exchange Commission having filed a Complaint and

2

Motion for Monetary Remedies, and Defendant Pedram Abraham Mehrian

3

(“Mehrian” or “Defendant”) having entered a general appearance; consented to the

4

Court’s jurisdiction over Defendant and the subject matter of this action; consented

5

to entry of this Final Judgment—with the exception of monetary remedies, which

6

the Court hereby orders —without admitting or denying the allegations of the

7

Complaint (except as to jurisdiction and except as otherwise provided herein in

8

paragraph VIII); waived findings of fact and conclusions of law; and waived any

9

right to appeal from this Final Judgment:
I.

10
11

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant

12

is permanently restrained and enjoined from violating, directly or indirectly,

13

Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) [15

14

U.S.C. § 78j(b)] and Rule 10b-5 promulgated thereunder [17 C.F.R. § 240.10b-5],

15

by using any means or instrumentality of interstate commerce, or of the mails, or

16

of any facility of any national securities exchange, in connection with the purchase

17

or sale of any security:

18

(a)

to employ any device, scheme, or artifice to defraud;

19

(b)

to make any untrue statement of a material fact or to omit to state a

20

material fact necessary in order to make the statements made, in the light of the

21

circumstances under which they were made, not misleading; or

22
23

(c)

to engage in any act, practice, or course of business which operates or

would operate as a fraud or deceit upon any person.

24

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as

25

provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also

26

binds the following who receive actual notice of this Final Judgment by personal

27

service or otherwise: (a) Defendant’s officers, agents, servants, employees, and

28
1

1

attorneys; and (b) other persons in active concert or participation with Defendant

2

or with anyone described in (a).
II.

3
4

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED

5

that Defendant is permanently restrained and enjoined from violating Section 17(a)

6

of the Securities Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)] in the

7

offer or sale of any security by the use of any means or instruments of

8

transportation or communication in interstate commerce or by use of the mails,

9

directly or indirectly:

10

(a)

to employ any device, scheme, or artifice to defraud;

11

(b)

to obtain money or property by means of any untrue statement of a

12

material fact or any omission of a material fact necessary in order to make the

13

statements made, in light of the circumstances under which they were made, not

14

misleading; or

15

(c)

16

to engage in any transaction, practice, or course of business which

operates or would operate as a fraud or deceit upon the purchaser.

17

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as

18

provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also

19

binds the following who receive actual notice of this Final Judgment by personal

20

service or otherwise: (a) Defendant’s officers, agents, servants, employees, and

21

attorneys; and (b) other persons in active concert or participation with Defendant

22

or with anyone described in (a).
III.

23
24

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that

25

Defendant is permanently restrained and enjoined from violating Section 5 of the

26

Securities Act [15 U.S.C. § 77e] by, directly or indirectly, in the absence of any

27

applicable exemption:

28
2

1

(a)

Unless a registration statement is in effect as to a security, making use

2

of any means or instruments of transportation or communication in interstate

3

commerce or of the mails to sell such security through the use or medium of any

4

prospectus or otherwise;

5

(b)

Unless a registration statement is in effect as to a security, carrying or

6

causing to be carried through the mails or in interstate commerce, by any means or

7

instruments of transportation, any such security for the purpose of sale or for

8

delivery after sale; or

9

(c)

Making use of any means or instruments of transportation or

10

communication in interstate commerce or of the mails to offer to sell or offer to

11

buy through the use or medium of any prospectus or otherwise any security, unless

12

a registration statement has been filed with the Commission as to such security, or

13

while the registration statement is the subject of a refusal order or stop order or

14

(prior to the effective date of the registration statement) any public proceeding or

15

examination under Section 8 of the Securities Act [15 U.S.C. § 77h].

16

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as

17

provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also

18

binds the following who receive actual notice of this Final Judgment by personal

19

service or otherwise: (a) Defendant’s officers, agents, servants, employees, and

20

attorneys; and (b) other persons in active concert or participation with Defendant

21

or with anyone described in (a).
IV.

22
23

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that pursuant

24

to Section 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(5)], Defendant is

25

permanently restrained and enjoined from, directly or indirectly, including, but not

26

limited to, through any entity owned or controlled by Defendant, participating in

27

the issuance, purchase, offer, or sale of any security other than for his own personal

28

account.
3

1

IT IS FURTHER ORDERED, ADJUDGED, And DECREED that, as

2

provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also

3

binds the following who receive actual notice of this Final Judgment by personal

4

service or otherwise: (a) Defendant’s officers, agents, servants, employees, and

5

attorneys; and (b) other persons in active concert or participation with Defendant

6

or with anyone described in (a).
V.

7
8
9

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that,
pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] and

10

Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)]], Defendant is prohibited

11

from acting as an officer or director of any issuer that has a class of securities

12

registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is

13

required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C.

14

§ 78o(d)].

15
16

VI.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED

17

that Defendant is liable for disgorgement of $935,165.07, representing net profits

18

gained as a result of the conduct alleged in the Complaint, together with

19

prejudgment interest thereon in the amount of $44,213.53, and a civil penalty in

20

the amount of $230,464 pursuant to Section 20(d) of the Securities Act [15 U.S.C.

21

§ 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)].

22

Defendant shall satisfy these obligations by paying $1,209,842.60 to the Securities

23

and Exchange Commission within 30 days after entry of this Final Judgment.

24

Defendant may transmit payment electronically to the Commission, which

25

will provide detailed ACH transfer/Fedwire instructions upon request. Payment

26

may also be made directly from a bank account via Pay.gov through the SEC

27

website at http://www.sec.gov/about/offices/ofm.htm. Defendant may also pay by

28
4

1

certified check, bank cashier’s check, or United States postal money order payable

2

to the Securities and Exchange Commission, which shall be delivered or mailed to:

3

Enterprise Services Center

4

Accounts Receivable Branch

5

6500 South MacArthur Boulevard

6

Oklahoma City, OK 73169

7

and shall be accompanied by a letter identifying the case title, civil action number,

8

and name of this Court; Defendant Mehrian as a defendant in this action; and

9

specifying that payment is made pursuant to this Final Judgment.

10

Defendant shall simultaneously transmit photocopies of evidence of

11

payment and case identifying information to the Commission’s counsel in this

12

action. By making this payment, Defendant relinquishes all legal and equitable

13

right, title, and interest in such funds and no part of the funds shall be returned to

14

Defendant.

15

The Commission may enforce the Court’s judgment for disgorgement and

16

prejudgment interest by using all collection procedures authorized by law,

17

including, but not limited to, moving for civil contempt at any time after 30 days

18

following entry of this Final Judgment.

19

The Commission may enforce the Court’s judgment for penalties by the use

20

of all collection procedures authorized by law, including the Federal Debt

21

Collection Procedures Act, 28 U.S.C. § 3001 et seq., and moving for civil

22

contempt for the violation of any Court orders issued in this action. Defendant

23

shall pay post judgment interest on any amounts due after 30 days of the entry of

24

this Final Judgment pursuant to 28 U.S.C. § 1961. The Commission shall hold the

25

funds, together with any interest and income earned thereon (collectively, the

26

“Fund”), pending further order of the Court.

27
28

The Commission may propose a plan to distribute the Fund subject to the
Court’s approval. Such a plan may provide that the Fund shall be distributed
5

1

pursuant to the Fair Fund provisions of Section 308(a) of the Sarbanes-Oxley Act

2

of 2002. The Court shall retain jurisdiction over the administration of any

3

distribution of the Fund and the Fund may only be disbursed pursuant to an Order

4

of the Court.

5

Regardless of whether any such Fair Fund distribution is made, amounts

6

ordered to be paid as civil penalties pursuant to this Final Judgment shall be treated

7

as penalties paid to the government for all purposes, including all tax purposes. To

8

preserve the deterrent effect of the civil penalty, Defendant shall not, after offset or

9

reduction of any award of compensatory damages in any Related Investor Action

10

based on Defendant’s payment of disgorgement in this action, argue that they are

11

entitled to, nor shall they further benefit by, offset or reduction of such

12

compensatory damages award by the amount of any part of their payment of a civil

13

penalty in this action (“Penalty Offset”). If the court in any Related Investor

14

Action grants such a Penalty Offset, Defendant shall, within 30 days after entry of

15

a final order granting the Penalty Offset, notify the Commission’s counsel in this

16

action and pay the amount of the Penalty Offset to the United States Treasury or to

17

a Fair Fund, as the Commission directs. Such a payment shall not be deemed an

18

additional civil penalty and shall not be deemed to change the amount of the civil

19

penalty imposed in this Final Judgment. For purposes of this paragraph, a “Related

20

Investor Action” means a private damages action brought against Defendant by or

21

on behalf of one or more investors based on substantially the same facts as alleged

22

in the Complaint in this action.

23

VII.

24

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the

25

Consent (Dkt. No. 35) is incorporated herein with the same force and effect as if

26

fully set forth herein, and that Defendant shall comply with all of the undertakings

27

and agreements set forth therein.

28
6

1

VIII.

2

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, for

3

purposes of exceptions to discharge set forth in Section 523 of the Bankruptcy

4

Code, 11 U.S.C. §523, the allegations in the complaint are true and admitted by

5

Defendant, and further, any debt for disgorgement, prejudgment interest, civil

6

penalty or other amounts due by Defendant under this Judgment or any other

7

judgment, order, consent order, decree or settlement agreement entered in

8

connection with this proceeding, is a debt for the violation by Defendant of the

9

federal securities laws or any regulation or order issued under such laws, as set

10

forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19).

11

IX.

12

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this

13

Court shall retain jurisdiction of this matter for the purposes of enforcing the terms

14

of this Final Judgment.

15
16

May 10, 2024 _____
Dated: ______________,

17
18
19
20

/s/
____________________________________
HON. FERNANDO M. OLGUIN
UNITED STATES DISTRICT JUDGE

21
22
23
24
25
26
27
28
7