Securities & Exchange Commission v. Wong

Filing 10

JUDGMENT AS TO DEFENDANT BRIAN WONG The Securities and Exchange Commission having filed a Complaint and Defendant Brian Wong 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 Judgment; waived findings of fact and conclusions of law; and waived any right to appeal from this Judgment: 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. 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. 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 Judgment. 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 Judgment forthwith and without further notice. (And as further set forth herein.) (Signed by Judge Victor Marrero on 11/17/2022) (jca)

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

11/17/2022
22-cv-9618

v.
BRIAN WONG,
Defendant.

JUDGMENT AS TO DEFENDANT BRIAN WONG
The Securities and Exchange Commission having filed a Complaint and Defendant Brian
Wong 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 Judgment; waived findings of fact
and conclusions of law; and waived any right to appeal from this 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;

(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
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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.

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 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 invitations for tenders, from engaging in any fraudulent, deceptive, or
manipulative act or practice, by:
(a)

purchasing or selling or causing to be purchased or sole the securities sought or to
be sought in such tender offer, securities convertible into or exchangeable for 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 now has been acquired directly or indirectly form 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
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(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 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 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).

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III.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
shall pay disgorgement of ill-gotten gains, prejudgment interest thereon, and a civil penalty
pursuant to Section 21A(a) of the Exchange Act [15 U.S.C. § 78u-1(a)]. The Court shall determine
the amounts of the disgorgement and civil penalty upon motion of the Commission. Prejudgment
interest shall be calculated, based on the rate of interest used by the Internal Revenue Service for
the underpayment of federal income tax as set forth in 26 U.S.C. § 6621(a)(2). In connection with
the Commission’s motion for disgorgement and/or civil penalties, and at any hearing held on such
a motion: (a) Defendant will be precluded from arguing that he did not violate the federal securities
laws as alleged in the Complaint; (b) Defendant may not challenge the validity of the Consent or
this Judgment; (c) solely for the purposes of such motion, the allegations of the Complaint shall be
accepted as and deemed true by the Court; and (d) the Court may determine the issues raised in the
motion on the basis of affidavits, declarations, excerpts of sworn deposition or investigative
testimony, and documentary evidence, without regard to the standards for summary judgment
contained in Rule 56(c) of the Federal Rules of Civil Procedure. In connection with the
Commission’s motion for disgorgement and/or civil penalties, the parties may take discovery,
including discovery from appropriate non-parties.
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, for purposes of
exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the
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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
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 shall retain
jurisdiction of this matter for the purposes of enforcing the terms of this Judgment.
VII.
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 Judgment forthwith and without further notice.
Dated: November 17 , 2022
UNITED STATES DISTRICT JUDGE

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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,

22-cv-9618

v.
BRIAN WONG,
Defendant.

CONSENT OF DEFENDANT BRIAN WONG
1.

Defendant Brian Wong ("Defendant") waives service of a summons and 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.

Defendant has pleaded guilty to criminal conduct relating to certain matters

alleged in the complaint in this action. Specifically, in United States v. Brian Wong, S1 22 cr395 (S.D.N.Y.), Defendant pleaded guilty to acting as an accessory after the fact to conspiracy to
commit securities fraud and tender offer fraud in violation of 18 U.S.C. § 3. This Consent shall
remain in full force and effect regardless of the existence or outcome of any further proceedings
in United States v. Brian Wong.
3.

Defendant hereby consents to the entry of the Judgment in the form attached

hereto (the "Judgment") and incorporated by reference herein, which, among other things,
permanently restrains and enjoins Defendant from violations of Section lO(b) of the Securities
Exchange Act of 1934 ("Exchange Act") [15 U.S.C. 78j(b)] and Rule lOb-5 [17 C.F.R. §

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