Securities and Exchange Commission v. Energy and Environmental Investments, LLC et al

Filing 21

FINAL JUDGMENT AS TO DEFENDANT ENERGY AND ENVIRONMENT, INC 6 by Judge Fred W. Slaughter. IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is permanently restrained and enjoined. FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is li able for a civil penalty in the amount of $200,000 pursuant to Securities Act Section 20(d) and Exchange Act Section 21(d)(3). Defendant shall satisfy this obligation by paying $200,000 to the Securities and Exchange Commission within 30 days. (See document for further information). (jp)

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UNITED STATES DISTRICT COURT

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CENTRAL DISTRICT OF CALIFORNIA

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SOUTHERN DIVISION

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SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,

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Case No. 8:23-cv-00338-FWS-JDE
FINAL JUDGMENT AS TO
DEFENDANT ENERGY &
ENVIRONMENT, INC. [6]

vs.
ENERGY & ENVIRONMENTAL
INVESTMENTS, LLC; ENERGY &
ENVIRONMENT, INC.; AMIR A.
SARDARI; and NARYSA
SARDARI LUDDY,
Defendants.

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FINAL JUDGMENT AS TO

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DEFENDANT ENERGY & ENVIRONMENT, INC.

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The Securities and Exchange Commission having filed a Complaint and

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Defendant Energy & Environment, Inc. having entered a general appearance;

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

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action; consented to entry of this Final Judgment without admitting or denying the

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allegations of the Complaint (except as to jurisdiction); waived findings of fact and
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conclusions of law; and waived any right to appeal from this Final Judgment:
I.

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IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant

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

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

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

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

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

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or sale of any security:

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(a)

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

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(b)

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

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

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light of the circumstances under which they were made, not

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misleading; or

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(c)

to engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon any person.

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

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

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

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

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

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or with anyone described in (a).

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

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

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

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

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

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(a)

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

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(b)

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

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

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make the statements made, in light of the circumstances under which

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they were made, not misleading; or

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(c)

to engage in any transaction, practice, or course of business which
operates or would operate as a fraud or deceit upon the purchaser.

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

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

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

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

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

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or with anyone described in (a).

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III.

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IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED

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that Defendant is liable for a civil penalty in the amount of $200,000 pursuant to

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Securities Act Section 20(d) and Exchange Act Section 21(d)(3). Defendant shall

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satisfy this obligation by paying $200,000 to the Securities and Exchange

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Commission within 30 days. Defendant shall also use its best efforts to sell certain

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LNG Plant Equipment and pay certain proceeds of such Equipment to the

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Commission, in satisfaction of the obligations of defendants Narysa Sardari Luddy

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and Energy & Environmental Investments, LLC, as more fully set forth in the

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Consent. Defendant shall also use its best efforts to ensure that initial payments

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made to the Commission are allocated toward satisfying, in full or in part, the

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obligations of Defendant Energy & Environment, Inc. and Defendant Narysa

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Sardari Luddy in this action, and as set forth more fully in the Consent.

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Defendant may transmit payment electronically to the Commission, which
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will provide detailed ACH transfer/Fedwire instructions upon request. Payment

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

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

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

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

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Enterprise Services Center

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Accounts Receivable Branch

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6500 South MacArthur Boulevard

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Oklahoma City, OK 73169

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

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and name of this Court; Energy & Environment, Inc. as a defendant in this action;

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and specifying that payment is made pursuant to this Final Judgment.

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Defendant shall simultaneously transmit photocopies of evidence of

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

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

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

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Defendant.

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

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

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

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

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

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

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

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

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The Commission may propose a plan to distribute the Fund subject to the

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Court’s approval. Such a plan may provide that the Fund shall be distributed

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pursuant to the Fair Fund provisions of Section 308(a) of the Sarbanes-Oxley Act
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of 2002. The Court shall retain jurisdiction over the administration of any

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

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

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

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

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

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

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based on Defendant’s payment of disgorgement in this action, argue that it is

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

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damages award by the amount of any part of Defendant’s payment of a civil

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

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

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

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

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

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

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

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

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

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in the Complaint in this action.

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IV.

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IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the

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Consent is incorporated herein with the same force and effect as if fully set forth

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

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agreements set forth therein.

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V.

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IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this

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

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of this Final Judgment.

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DATED: May 19, 2023

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Hon. Fred W. Slaughter
UNITED STATES DISTRICT JUDGE

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