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. 1:07cv1208 : ONE OR MORE UNKNOWN PURCHASERS OF : Judge Lindberg CALL OPTIONS FOR THE COMMON STOCK OF : TXU CORP., et al., : : Defendants. : ________________________________________________: AGREED FINAL JUDGMENT AS TO SUNIL SEGHAL The Securities and Exchange Commission filed a Complaint, and Defendant Sunil Seghal ("Defendant"): entered a general appearance; consented to the Court's jurisdiction over Defendant and the subject matter of this action; consented to entry of this Agreed Final Judgment ("Final Judgment") without admitting or denying the allegations of the Complaint (except as to jurisdiction); waived findings of fact and conclusions of law; and waived any right to appeal from this Final Judgment. Therefore: I. IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant and Defendant's agents, servants, employees, attorneys, and all persons in active concert or participation with them who receive actual notice of this Final Judgment by personal service or otherwise are permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) of the Securities Exchange Act of 1934 (the "Exchange Act") [15 U.S.C. § 78j(b)] and Rule 10b-5 promulgated thereunder [17 C.F.R. § 240.10b-5], by using any means or

instrumentality of interstate commerce, or of the mails, or of any facility of any national securities exchange, in connection with the purchase or sale of any security: (a) (b) to employ any device, scheme, or artifice to defraud; to make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or (c) to engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person. II. IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is liable for disgorgement of $235,000.00, representing profits gained as a result of the conduct alleged in the Complaint, together with prejudgment interest thereon in the amount of $26,431.00, for a total of $261,431.00. The Commission may enforce the Court's judgment for disgorgement and prejudgment interest by moving for civil contempt (and/or through other collection procedures authorized by law) at any time after 60 days following entry of this Final Judgment. In response to any such civil contempt motion by the Commission, the defendant may assert any legally permissible defense. Payment under this paragraph shall be made within 30 days of the entry of this Final Judgment, by certified check, bank cashier's check or United States postal money order payable to the Clerk of this Court, together with a cover letter identifying Sunil Seghal as a defendant in this action; setting forth the title and civil action number of this action and the name of this Court; and specifying that payment is made pursuant to this Final Judgment. The payment shall be delivered or mailed to the United States District Court for the Northern District of Illinois, Michael W. Dobbins, Clerk of Court, Everett
AGREED FINAL JUDGMENT AS TO SUNIL SEGHAL SEC v. One or More Unknown Purchasers of Call Options for the Common Stock of TXU Corp., et al. Page 2

McKinley Dirksen United States Courthouse, 219 South Dearborn Street, Chicago, IL 60604, and shall be accompanied by a letter. By making this payment, Defendant relinquishes all legal and equitable right, title, and interest in such funds, and no part of the funds shall be returned to Defendant. The Clerk shall deposit the funds into an interest bearing account with the Court Registry Investment System ("CRIS") or any other type of interest bearing account that is utilized by the Court. These funds, together with any interest and income earned thereon (collectively, the "Fund"), shall be held in the interest bearing account until further order of the Court. In accordance with 28 U.S.C. § 1914 and the guidelines set by the Director of the Administrative Office of the United States Courts, the Clerk is directed, without further order of this Court, to deduct from the income earned on the money in the Fund a fee equal to ten percent of the income earned on the Fund. Such fee shall not exceed that authorized by the Judicial Conference of the United States. The Commission may propose a plan to distribute the Fund subject to the Court's approval. Defendant shall pay post-judgment interest on any delinquent amounts pursuant to 28 USC § 1961. III. The Court's Order dated June 19, 2007 ("Asset Freeze Order"), entered the Agreed Preliminary Injunction Against Sunil Sehgal and Seema Sehgal, which, among other things, continued the asset freeze as to any and all securities and cash maintained "in any securities trading account in which Sunil Sehgal or Seemal Sehgal has signatory authority or any beneficial interest." (Asset Freeze Order at ¶ I.) The Asset Freeze Order remains in full force and effect, except that the Asset Freeze Order is modified to permit the Sehgal Defendants, their officers, agents, servants, employees, attorneys, and those persons in active concert or participation with them who receive actual notice of this Final Judgment by personal service or otherwise
AGREED FINAL JUDGMENT AS TO SUNIL SEGHAL SEC v. One or More Unknown Purchasers of Call Options for the Common Stock of TXU Corp., et al. Page 3

(including, without limitation, Charles Schwab, Inc., Clark Dodge & Company, Inc., RBC Dain Rauscher, HSBC, or their affiliates, successors in interest, and assigns), to transfer any and all funds held pursuant to the Asset Freeze Order to the United States District Court for the Northern District of Illinois at the address and in the manner listed above to satisfy, in full or in part, Defendant's disgorgement obligation. IV. IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is incorporated herein with the same force and effect as if fully set forth herein, and that Defendant shall comply with all of the undertakings and agreements set forth therein. V. IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment. VI. There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice.

Dated this _______ day of ______, 2009.

____________________________________ UNITED STATES DISTRICT JUDGE

AGREED FINAL JUDGMENT AS TO SUNIL SEGHAL SEC v. One or More Unknown Purchasers of Call Options for the Common Stock of TXU Corp., et al.

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Agreed as to form:

/s/Jeffrey B. Bailey Jeffrey B. Bailey Bose McKinney & Evans LLP 2700 First Indiana Plaza 135 North Pennsylvania Street Indianapolis, IN 46204 Ph: 317-684-5311 Fax: [phone] [e-mail] ATTORNEY FOR DEFENDANTS SUNIL SEGHAL AND SEEMA SEGHAL

/s/Jennifer D. Brandt Jennifer D. Brandt United States Securities and Exchange Commission 801 Cherry Street, Suite 1900 Fort Worth, TX 76102 Ph: 817-978-6442 Fax: [phone] [e-mail] ATTORNEY FOR PLAINTIFF

AGREED FINAL JUDGMENT AS TO SUNIL SEGHAL SEC v. One or More Unknown Purchasers of Call Options for the Common Stock of TXU Corp., et al.

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