Securities And Exchange Commission v. One or More Unknown Purchasers of Call Options for the Common Stock of TXU Corp.

Filing 108

MOTION by Plaintiff Securities And Exchange Commission for judgment to Enter Agreed Final Judgments Against Defendants Sunil Sehgal, Seema Sehgal and Hafiz Naseem. (Attachments: # 1 Exhibit A Sunil Sehgal Consent, # 2 Exhibit B Seema Sehgal Consent, # 3 Exhibit C Hafiz Naseem Consent, # 4 Text of Proposed Order as to Sunil Sehgal, # 5 Text of Proposed Order as to Seema Sehgal, # 6 Text of Proposed Order as to Hafiz Naseem)(Brandt, Jennifer)

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION (CHICAGO)

SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
vs.
Civil Action No. i :07cv1208

ONE OR MORE UNKNOWN PURCHASERS OF CALL OPTIONS FOR THE COMMON STOCK OF TXU CORP., et aI.,

Judge Lindberg

Defendants.

CONSENT OF SUNIL SEHGAL
1. Defendant Sunil Sehgal ("Defendant") acknowledges having been served with the

Complaint in this action, enters a general appearance, and admits the Court's jurisdiction over
Defendant and over the subject matter of

this action.

2. Without admitting or denying the allegations of

the complaint (except as to

personal and subject matter jurisdiction, which Defendant admits), Defendant hereby consents to
the entry of

the Agreed Final Judgment in the form attached hereto (the "Agreed Judgment") and

incorporated by reference herein, which, among other things:
(i) permanently restrains and enjoins Defendant from violations of

Section lO(b) (15

U.S.C. § 78j(b)) of

the Securities Exchange Act of 1934 (the "Exchange Act")

and Rule 1 Ob-5 (17 C.F.R. § 240.1 Ob-5) promulgated thereunder; and
(ii) orders Defendant to pay disgorgement in the amount of $235,000.00, plus

prejudgment interest thereon in the amount of $26,431.00, for a total of
$261,431.00.

EXHIBIT A

~.

"~."
'~

~, "

\.
,\,

'\\,

". \
3. Defendant waives the entry of findings of fact and conclusions of

law pursuant to

Rule 52 of

the Federal Rules of

Civil Procedure.

4. Defendant waives the right, if any, to a jury trial and to appeal from the entry of

the Agreed Judgment.

5. Defendant enters into this Consent voluntarily and represents that no threats,
offers, promises, or inducements of any kind have been made by the Commission or any
member, offcer, employee, agent, or representative of

the Commission to induce Defendant to

enter into this Consent.
6. Defendant agrees that this Consent shall be incorporated into the Agreed

Judgment with the same force and effect as if fully set forth therein.
7. Defendant will not oppose the enforcement ofthe Agreed Judgment on the

ground, if any exists, that it fails to comply with Rule 65( d) of the Federal Rules of Civil

Procedure, and hereby waives any objection based thereon.
8. Defendant waives service of the Agreed Judgment and agrees that entry of

the

Agreed Judgment by the Court and fiing with the Clerk of

the Court wil constitute notice to

Defendant of its terms and conditions. Defendant further agrees to provide counsel for the
Commission, within thirt days after the Agreed Judgment is fied with the Clerk of

the Court,

with an affdavit or declaration stating that Defendant has received and read a copy of the Agreed
Judgment.
9. Consistent with 17 C.F.R. 202.5(f), this Consent resolves only the claims asserted

against Defendant in this civil proceeding. Defendant acknowledges that no promise or
representation has been made by the Commission or any member, officer, employee, agent, or
representative of the Commission with regard to any criminal

liability that may have arisen or

Consent of Sunil Sehgal
SEC v. One or More Unknown Purchasers of Call Options

Page 2

For the Common Stock ofTXU Corp.

. ... ----- -'7 /
/ /

may arise from the facts underlying this action or immunity from any such criminal

liability.

Defendant waives any claim of

Double Jeopardy based upon the settlement of

this proceeding,

including the imposition of any remedy or civil penalty herein. Defendant further acknowledges
that the Court's entry of a permanent injunction may have collateral consequences under federal

or state law and the rules and regulations of self-regulatory organizations, licensing boards, and

other regulatory organizations. Such collateral consequences include, but are not limited to, a
statutory disqualification with respect to membership or participation in, or association with a

member of, a self-regulatory organization. This statutory disqualification has consequences that

are separate from any sanction imposed in an administrative proceeding. In addition, in any
disciplinary proceeding before the Commission based on the entry of

the injunction in this

action, Defendant understands that he shall not be permitted to contest the factual allegations of
the complaint in this action.
1O. Defendant understands and agrees to comply with the Commission's policy "not

to permit a defendant or respondent to consent to a judgment or order that imposes a sanction
while denying the allegation in the complaint or order for proceedings." 17 C.F.R. § 202.5. In

compliance with this policy, Defendant agrees: (i) not to take any action or to make or permit to

be made any public statement denying, directly or indirectly, any allegation in the complaint or

creating the impression that the complaint is without factual basis; and (ii) that upon the filing of

this Consent, Defendant hereby withdraws any papers fied in this action to the extent that they
deny any allegation in the complaint. If Defendant breaches this agreement, the Commission
may petition the Court to vacate the Agreed Judgment and restore this action to its active docket.

Nothing in this paragraph affects Defendant's: (i) testimonial obligations; or (ii) right to take

Consent of Sunil Sehgal
SEC v. One or More Unknown Purchasers of

Page 3

Call Options

For the Common Stock ofTXU Corp.

"

....~. i
~i ¡ I

-1 , i I

legal or factual positions in litigation or other legal proceedings in which the Commission is not
a party.
11. Defendant hereby waives any rights under the Equal Access to Justice Act, the

Small Business Regulatory Enforcement Fairness Act of 1996, or any other provision of law to
seek from the United States, or any agency, or any offcial of

the United States acting in his or

her offcial capacity, directly or indirectly, reimbursement of attorney's fees or other fees,
expenses, or costs expended by Defendant to defend against this action. For these purposes,
Defendant agrees that Defendant is not the prevailing party in this action since the parties have
reached a good faith settlement.
12. In connection with this action and any related judicial or administrative

proceeding commenced by the Commission or to which the Commission is a party, Defendant:

(i) agrees to appear and be interviewed by Commission staff in London, England at such times
and places as the staff

requests upon reasonable notice; and (ii) appoints Defendant's attorney of

record in this matter as agent to receive service of all notices and subpoenas issued in this action.
13. Defendant understands that following Defendant's payment in full of

the total

amount of disgorgement owed pursuant to the Agreed Judgment, the Commission wil promptly

and within a reasonable time, fie a motion with the Court to unfreeze Defendant's accounts
which were the subject of

the Court's Asset Freeze Order dated June 19,2007 (including,

without limitation, accounts held in Defendant's name or for Defendant's benefit at Charles Schwab, Inc., Clark Dodge & Company, Inc., RBC Dain Rauscher, HSBC (Dubai), or their
affiiates, successors in interest, and assigns).

14. Defendant agrees that the Commission may present the Agreed Judgment to the

Court for signature and entry without further notice.

Consent of Sunil Sehgal SEC v. One or More Unknown Purchasers of Call Options For the Common Stock ofTXU Corp.

Page 4

""-7 /
/

15. Defendant agrees that this Court shall retain

jurisdiction over this matter for the

purpose of enforcing the terms of

the Agreed Judgment.

Consent of Sunil Sehgal
SEC v. One or More Unknown Purchasers of

Page 5

Call Options

For the Common Stock ofTXU Corp.

Dated: i5 0 h / io

I ! Sunil Sehgal .
On 1"ll J i. , 2008, Jl Lt 1I,J. ~ ~i.~, .~~:.j:f.&, ; personally appeard b;tbe and acknowledged executing the foregoing Consent. ""~ "'i

~ ~'s g"t'~~~
Notary blic .,__ ~ --1''- I' 0 ~ s-ol bt~~tJ
Commission expires: v'ri ~ ""

P~9.~.A4~

Hari Singh
MA (Westminster); LLM (London) Solicitor & Notary Allied Sainif Hou'se 412 Greenford Road Grslntordi Mlt'dlesex US6 9AH

Hari Singh, M.A;LLM.

Notary Public

Consent of Sunil Sehgal
SEC v. One or More Unknown Purchasers of

Page 6

Call Options

For the Common Stock ofTXU Corp.