Securities and Exchange Commission v. Darvasi et al

Filing 245

FINAL JUDGMENT AS TO DEFENDANT AMIR WALDMAN: Defendant is liable for disgorgement of $1,078,300.00, representing profits gained as a result of the conduct alleged in the Amended Complaint, together with prejudgment interest thereon in the amo unt of $40,889.38 and a civil penalty in the amount of $1,078,300.00 pursuant to Section 21A of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u-1]. This obligation of Defendant shall be satisfied by the payment of Interactive Bro kers of $2,197.489.38 to the Securities and Exchange Commission as set forth below in paragraph III. Defendant shall simultaneously transmit photocopies of evidence of payment and case identifying information to the Commissions counsel in thi s action. IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that within 3 days after being served with a copy of this Final Judgment, Interactive Brokers shall transfer $2,197.489.38 from the following Interactive Brokers account which was frozen pursuant to an Order of this Court to the Commission (the "Interactive Brokers Account"): as further set forth in this Order. IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court may retain jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment. Amir Waldman terminated. (Signed by Judge Richard M. Berman on 4/17/2020) (cf)

Case 1:17-cv-02088-RMB-KNF Document 245 Filed 04/17/20 Page 1 of 5

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
SECURITIES AND EXCHANGE COMMISSION,

17-cv-02088-RMB-KNF
FINAL JUDGMENT AS TO
DEFENDANT AMIR
WALDMAN

Plaintiff,
- against -

ECF CASE

AMIR WALDMAN, et al.,
Defendants.

The Securities and Exchange Commission having filed a Complaint and Defendant Amir
Waldman 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
without admitting or denying the allegations of the Complaint (except as to jurisdiction and
except as otherwise provided herein in paragraph V); waived findings of fact and conclusions of
law; and waived any right to appeal from this Final Judgment:
I.
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
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Case 1:17-cv-02088-RMB-KNF Document 245 Filed 04/17/20 Page 2 of 5

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
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

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Case 1:17-cv-02088-RMB-KNF Document 245 Filed 04/17/20 Page 3 of 5

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
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).
II.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is liable
for disgorgement of $1,078,300.00, representing profits gained as a result of the conduct alleged
in the Amended Complaint, together with prejudgment interest thereon in the amount of
$40,889.38 and a civil penalty in the amount of $1,078,300.00 pursuant to Section 21A of the
Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u-1]. This obligation of Defendant shall be satisfied by
the payment of Interactive Brokers of $2,197.489.38 to the Securities and Exchange Commission
as set forth below in paragraph III.
Defendant shall simultaneously transmit photocopies of evidence of payment and case
identifying information to the Commission’s counsel in this action. 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 Commission shall send the funds paid pursuant

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to this Final Judgment to the United States Treasury.
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 30 days following entry of this Final Judgment. Defendant shall pay post
judgment interest on any delinquent amounts pursuant to 28 U.S.C. § 1961.
III.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that within 3 days after
being served with a copy of this Final Judgment, Interactive Brokers shall transfer
$2,197.489.38 from the following Interactive Brokers account which was frozen pursuant to an
Order of this Court to the Commission (the “Interactive Brokers Account”):
Account Owner

Acct. Ending in:

Amir Waldman

*4332

Interactive Brokers may transmit payment electronically to the Commission, which will
provide detailed ACH transfer/Fedwire instructions upon request. Payment may also be made
directly from a bank account via Pay.gov through the SEC website at
http://www.sec.gov/about/offices/ofm.htm. Interactive Brokers also may transfer these funds
by certified check, bank cashier’s check, or United States postal money order payable to the
Securities and Exchange Commission, which shall be delivered or mailed to
Enterprise Services Center
Accounts Receivable Branch
6500 South MacArthur Boulevard
Oklahoma City, OK 73169
and shall be accompanied by a letter identifying the case title, civil action number, and name of
this Court; and specifying that payment is made pursuant to this Final Judgment.

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IV.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the asset freeze orders
previously imposed over the Interactive Brokers Account, including the Order most recently
entered on April 20, 2018 (ECF No. 121), are hereby terminated and revoked in their entirety on
either the fourth (4) day after Interactive Brokers makes the payment to the Commission
described above in Section III or the Commission advises Interactive Brokers in writing
(including via email) that it has received the payment described above in Section III, whichever
occurs first.
V.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely 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).
VI.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court may retain
jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment.

April 17 2020
Dated: ______________, _____
____________________________________
UNITED STATES DISTRICT JUDGE, S.D.N.Y
RICHARD M. BERMAN
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