Securities and Exchange Commission v. Stewart et al

Filing 119

FINAL JUDGMENT AS TO DEFENDANT SEAN R. STEWART: IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) of the Securities Exchange Act of 1934 (the &quo t;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 exchang e, in connection with the purchase or sale of any security: as further set forth herein. 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 Defe ndant shall comply with all of the undertakings and agreements set forth therein. 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. Sean R. Stewart terminated. (Signed by Judge Analisa Torres on 8/12/2020) (kv)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

8/12/2020

SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,

15-CV-3719 (AT)(OTW)

v.
SEAN R. STEWART and ROBERT K. STEWART,
Defendants.

FINAL JUDGMENT AS TO DEFENDANT SEAN R. STEWART
The Securities and Exchange Commission having filed a Complaint and Defendant Sean
R. Stewart having entered a general appearance; consented to the Court’s jurisdiction over
Defendant and the subject matter of this action; consented to entry of this Final Judgment;
waived findings of fact and conclusions of law; and waived any right to appeal from this Final
Judgment:
I.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is
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)

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 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.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
II.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating Section 14(e) of the Exchange Act [15
U.S.C. § 78n(e)] and Rule 14e-3 [17 C.F.R. § 240.14e-3] promulgated thereunder, in connection
with any tender offer or request or invitation for tenders, from engaging in any fraudulent,
deceptive, or manipulative act or practice, by:
(a)

purchasing or selling or causing to be purchased or sold the securities
sought or to be sought in such tender offer, securities convertible into or
exchangeable for any such securities or any option or right to obtain or
dispose of any of the foregoing securities while in possession of material
information relating to such tender offer that Defendant knows or has
reason to know is nonpublic and knows or has reason to know has been
acquired directly or indirectly from the offering person; the issuer of the
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securities sought or to be sought by such tender offer; or any officer,
director, partner, employee or other person acting on behalf of the offering
person or such issuer, unless within a reasonable time prior to any such
purchase or sale such information and its source are publicly disclosed by
press release or otherwise; or
(b)

communicating material, nonpublic information relating to a tender offer,
which Defendant knows or has reason to know is nonpublic and knows or
has reason to know has been acquired directly or indirectly from the
offering person; the issuer of the securities sought or to be sought by such
tender offer; or any officer, director, partner, employee, advisor, or other
person acting on behalf of the offering person of such issuer, to any person
under circumstances in which it is reasonably foreseeable that such
communication is likely to result in the purchase or sale of securities in the
manner described in subparagraph (a) above, except that this paragraph
shall not apply to a communication made in good faith
(i)

to the officers, directors, partners or employees of the
offering person, to its advisors or to other persons, involved
in the planning, financing, preparation or execution of such
tender offer;

(ii)

to the issuer whose securities are sought or to be sought by
such tender offer, to its officers, directors, partners,
employees or advisors or to other persons involved in the
planning, financing, preparation or execution of the

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activities of the issuer with respect to such tender offer; or
(iii)

to any person pursuant to a requirement of any statute or
rule or regulation promulgated thereunder.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
III.
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.
IV.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, for purposes of
exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the
allegations in the complaint are true and admitted by Defendant, and further, any debt for
disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant under this
Final Judgment or any other judgment, order, consent order, decree or settlement agreement
entered in connection with this proceeding, is a debt for the violation by Defendant of the federal
securities laws or any regulation or order issued under such laws, as set forth in Section
523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19).

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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.

Dated: August 12, 2020
New York, New York
_

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