SEC v. PRAGER METIS CPAS; and AND PRAGER METIS CPAS LLP, No. 1:24-cv-07025, Southern District of Florida (Sept. 18, 2024)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA

CASE NO. 23-cv-23723-RNS

SECURITIES AND EXCHANGE COMMISSION,

   Plaintiff,
v.

PRAGER            METIS            CPAs,            LLC,
and            PRAGER            METIS            CPAs            LLP,

   Defendants.
_______________________________________________/

PLAINTIFF’S UNOPPOSED MOTION FOR ENTRY OF FINAL JUDGMENTS
AGAINST DEFENDANTS PRAGER METIS CPAs, LLC,
AND PRAGER METIS CPAs LLP

Plaintiff Securities and Exchange Commission (“Commission”) moves for entry of final
judgments against Defendants Prager Metis CPAs, LLC (“Prager Metis LLC”) and Prager Metis
CPAs LLP (“Prager Metis LLP”) (collectively, “Defendants”).  The Defendants have consented
to  the  entry  of  the  proposed  Final  Judgments  which  include  permanent  injunctive  relief  and
monetary remedies collectively totaling $1,205,000.  See Consents attached as Exhibits 1 and 2
and proposed Final Judgments attached as Exhibits 3 and 4.  The Court’s entry of the proposed
Final Judgments will conclude the Commission’s litigation of this case against the Defendants.
I. Relevant Procedural History
On September 29, 2023, the Commission filed its Complaint against Prager Metis LLC and
Prager  Metis  LLP,  alleging,  among  other  things,  the  affiliated  accounting  and  auditing  firms
violated the Commission’s auditor independence rules. See Complaint, DE 1.  On May 29, 2024,
the  Court  denied  Defendants’  Motion  to  Dismiss.    See Order,  DE  32.    On  August  1,  2024  and
September  3,  2024,  the  parties  informed  the  Court  that  they  were  communicating  regarding

2
potential  settlement  of  this  matter  and  that  the  Commission’s  staff  was  seeking  settlement
authorization from the five-member Commission.  See Motions, DE 36 and DE 39.
II. Injunctive Relief
The  proposed  Final  Judgments  provide  for  the  entry  of  injunctive  relief  and  monetary
relief, among other things.  Regarding injunctive relief, the proposed Final Judgments comply with
Federal Rule of Civil Procedure 65(d), which provides that “[e]very order granting an injunction
. . . must: (A) state the reasons why it issued; (B) state its terms specifically; and (C) describe in
reasonable detail—and not by referring to the complaint or other document—the act or acts sought
to be restrained or required.” See Fed. R. Civ. P. 65(d).  Eleventh Circuit law likewise requires that
judgments  for  injunctive  relief  describe  in  reasonable  detail  the  acts  or  conduct  sought  to  be
restrained. SEC  v.  Goble,  682  F.3d  934,  951-52  (11th  Cir.  2012).    The  Goble  court,  while
questioning whether merely reciting the language of a statute in an injunction adequately informs
a defendant of the prohibited conduct, also explained that “a broad, but properly drafted injunction,
which largely uses the statutory or regulatory language may satisfy the specificity requirement of
Rule 65(d) so long as it clearly lets the defendant know what he is ordered to do or not do.”  Id. at
952.
 As to Prager Metis LLC, the proposed Final Judgment permanently restrains and enjoins
Prager Metis LLC from violating Rule 2-02(b) of Regulation S-X [17 C.F.R. § 210.2-02(b)] and
Rule  17a-5(i)  of  the  Securities  Exchange  Act  of  1934  (“Exchange  Act”)  [17  C.F.R.  §  240.17a-
5(i)]; from aiding and abetting violations of Sections 13(a), 15(d), and 17(a) of the Exchange Act
[15 U.S.C. §§ 78m(a), 78o(d), and 78q(a)] and Exchange Act Rules 13a-1, 13a-11, 13a-13, 15d-1,
15d-13, and 17a-5 [17 C.F.R. §§ 240.13a-1, 240.13a-11, 240.13a-13, 240.15d-1, 240.15d-13, and
240.17a-5]; and from aiding and abetting violations of Section 206(4) of the Investment Advisers

3
Act of 1940 (“Advisers Act”) [15 U.S.C. § 80b-6(4)] and Advisers Act Rule 206(4)-2 [17 C.F.R.
§ 275.206(4)-2]. See Ex. 3.
 As to Prager Metis LLP, the proposed Final Judgment permanently restrains and enjoins
Prager Metis LLP from violating Rule 2-02(b) of Regulation S-X [17 C.F.R. § 210.2-02(b)], and
from aiding and abetting violations of Sections 13(a) and 15(d) of the Exchange Act [15 U.S.C.
§§ 78m(a) and 78o(d)] and Exchange Act Rules 13a-1, 13a-13, 15d-1, and 15d-13 [17 C.F.R. §§
240.13a-1, 240.13a-13, 240.15d-1, and 240.15d-13].  See Ex. 4.
 Both  proposed  Final  Judgments  (Exhibits  3  and  4)  conform  with  Goble because  the
statutory language “clearly lets the defendant[s] know what [they are] ordered to do or not.”  See
id.  Furthermore, the proposed Final Judgments include injunctive language that prohibits conduct
directly  tied  to  the  allegations  in  the  Complaint,  and  sufficiently  notifies  Defendant  of  the
prohibited  conduct.    Additionally,  the  Defendants  have  consented  to  the  injunctive  language
contained in the proposed Final Judgments.  See Ex. 1-2.
III. Additional Relief
  As  additional  relief,  Prager  Metis  LLC  has  consented  to  the  proposed  Final  Judgment
awarding the Commission disgorgement of $172,728.19, plus prejudgment interest thereon in the
amount of $27,486.64, and a civil penalty of $980,000.  See Ex. 1 and 3.  As to Prager Metis LLP,
it  has  consented  to  the  proposed  Final  Judgment  awarding  the  Commission  disgorgement  of
$3,868.90, plus prejudgment interest thereon in the amount of $916.27, and a $20,000 civil penalty.
See Ex. 2 and 4.
IV. Conclusion

The Commission respectfully requests that the Court enter the proposed Final Judgments,
which the Defendants have consented to, and which will fully resolve this pending matter.

4

RULE 7.1.A.3 CERTIFICATE OF CONFERRAL
Pursuant  to  Southern  District  of  Florida  Local  Rule  7.1.A.3,  undersigned  counsel  has
conferred  with  counsel  for  Defendants Prager  Metis  CPAs,  LLC,  and  Prager  Metis  CPAs  LLP,
who does not oppose this motion.
Dated:  September 17, 2024
Respectfully submitted,

By: s/ Christine Nestor
Christine Nestor, Esq.
                                                                                    Senior            Trial            Counsel
                                                                                    Florida            Bar            No.            597211
                                                                                    Direct            Dial:            (305)            982-6367
                                                                                    Email:            [email protected]
Brian Lechich, Esq.
Trial Counsel
Florida Bar No. 84419
Direct Dial: (305) 510-9133
Email: [email protected]

A
TTORNEYS FOR PLAINTIFF
SECURITIES AND EXCHANGE COMMISSION
                                                                                                801            Brickell            Avenue,            Suite            1950
                                                                                                Miami,            Florida            33131
                                                                                                Telephone:            (305)            982-6300
                                                                                                Facsimile:            (305)            536-4154

5

CERTIFICATE OF SERVICE
I  HEREBY  CERTIFY that on September 17, 2024, I electronically  filed  the  foregoing
with the Clerk of Court by using the CM/ECF system, which will send a notice of electronic filing
to counsel of record, or service will be by means denoted below, upon the below list of counsel.
By: s/ Christine Nestor
Christine Nestor

SERVICE LIST
Stephen L. Cohen, Esq.
Paul J. Bello, Esq.
Jeremy Rozansky, Esq.
Sidley Austin LLP
1501 K. Street, N.W.
Washington, D.C. 20005
[email protected]
[email protected]
[email protected]
(202) 736-8000

Lara Shalov Mehraban, Esq.
Sidley Austin LLP
787 Seventh Ave.
New York, NY 10019
[email protected]
(212) 839-5300

Via CM/ECF
Counsel for Defendants

EXHIBIT 1

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
CASE NO.1:23-cv-23723-RNS
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
v.
PRAGER METIS CP As, LLC,
and PRAGER METIS CP As LLP,
Defendants.
I
---------------------'
CONSENT OF DEFENDANT PRAGER METIS CPAs, LLC TO FINAL JUDGMENT
1. Defendant Prager Metis CP As, LLC ("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 final Judgment in the form attached hereto (the "Final Judgment") and incorporated by
reference herein, which, among other things:
(a) permanently restrains and enjoins Defendant from violating, directly or indirectly,
Rule 2-02(b) of Regulation S-X [17 C.F.R. § 210.2-02(b)] and Rule 17a-5(i) of the
Securities Exchange Act of 1934 ("Exchange Act") [17 C.F.R. § 240.17a-5(i)];
from aiding and abetting violations of Sections 13(a), 15(d), and 17(a) of the
Exchange Act [15 U.S.C. §§ 78m(a), 78o(d), and 78q(a)] and Exchange Act Rules
13a-1, 13a-11, 13a-13, 15d-l, 15d-13, and 17a-5 [17 C.F.R. §§ 240.13a-l, 240.13a-
1

11, 240.13a-13, 240.15d-l, 240.15d-13, and 240.l 7a-5]; and from aiding and
abetting violations of Section 206(4) of the Investment Advisers Act of 1940
("Advisers Act") [15 U.S.C. § 80b-6(4)] and Advisers Act Rule 206(4)-2 [17 C.F.R.
§ 275.206(4)-2];
(b) orders Defendant to pay disgorgement in the amount of $172,728.19, plus
prejudgment interest thereon in the amount of $27,486.64, for a total of
$200,214.83; and
( c) orders Defendant to pay a  civil penalty in the amount of $980,000, pursuant to
Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)] and Section 209(e)
of the Advisers Act [15 U.S.C. § 80b-9(e)].
3. Defendant agrees that it shall not seek or accept, directly or indirectly,
reimbursement or indemnification from any source, including, but not limited to, payment made
pursuant to any insurance policy, with regard to any civil penalty amounts that Defendant pays
pursuant to the Final Judgment, regardless of whether such penalty amounts or any part thereof
are added to a distribution fund or otherwise used for the benefit of investors. Defendant further
agrees that it shall not claim, assert, or apply for a tax deduction or tax credit with regard to any
federal, state, or local tax for any penalty amounts that Defendant pays pursuant to the Final
Judgment, regardless of whether such penalty amounts or any part thereof are added to a
distribution fund or otherwise used for the benefit of investors.
4. Defendant waives the entry of findings of fact and conclusions of law pursuant to
Rule 52 of the Federal Rules of Civil Procedure.
5. Defendant waives the right, if any, to a jury trial and to appeal from the entry of the
Final Judgment.
2

6. Defendant enters into this Consent voluntarily and represents that no threats, offers,
promises, or inducements of any kind have been made by the United States Securities and
Exchange Commission ("Commission") or any member, officer, employee, agent, or
representative of the Commission to induce Defendant to enter into this Consent.
7. Defendant agrees that this Consent shall be incorporated into the Final Judgment
with the same force and effect as if fully set forth therein.
8. Defendant will not oppose the enforcement of the Final 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.
9. Defendant waives service of the Final Judgment and agrees that entry of the Final
Judgment by the Court and filing with the Clerk of the Court will constitute notice to Defendant
of its terms and conditions. Defendant further agrees to provide counsel for the Commission,
within thirty days after the Final Judgment is filed with the Clerk of the Court, with an affidavit or
declaration stating that Defendant has received and read a copy of the Final Judgment.
10. 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 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
3

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 it shall not be permitted to contest the factual allegations of the complaint in this
action.
11. Defendant understands and agrees to comply with the terms of 17 C.F .R.
§ 202.S(e), which provides in part that it is 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 allegations
in the complaint or order for proceedings," and "a refusal to admit the allegations is equivalent to
a  denial, unless the defendant or respondent states that he neither admits nor denies the
allegations." As part of Defendant's agreement to comply with the terms of Section 202.S(e),
Defendant: (i) will not take any action or 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; (ii) will not make or permit to be made any public statement to the effect
that Defendant does not admit the allegations of the complaint, or that this Consent contains no
admission of the allegations, without also stating that Defendant does not deny the allegations; and
(iii) upon the filing of this Consent, Defendant hereby withdraws any papers filed 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 Final Judgment and restore this action to its
active docket. Nothing in this paragraph affects Defendant's: (i) testimonial obligations; or (ii)
4

right to take legal or factual positions m litigation or other legal proceedings m which the
Commission is not a party.
12. 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 official of the United States acting in his or her
official 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.
13. Defendant agrees that the Commission may present the Final Judgment to the Court
for signature and entry without further notice.
14. Defendant agrees that this Court shall retain jurisdiction over this matter for the
purpose of enforcing the terms of the Final Judgment.
Dated: 8/26/2024
PRAG~R METIS CPAs, L~ C
By: ~· u{. dzu._
Lori . Roth
Global Managing Partner
14 Penn Plaza, Suite 1800
New York, NY 10122
On August 26,  2024,  Lori A. Roth,  a person known to me,  personally appeared
before me,  and acknowledged executing the foregoing Consent with full authority to do so
on behalfof Prager Melis CPAs, LLC as its~ing 2'· ~,ft;__,
Notary Public
Commission expires:
5
FLORA L. PERALTA
Notary Public, State of New York
No.01PE5053131 ~
Qualified !n Kings County
20
(?{.{,
Commission Expires February 18, -

Stephen L. Cohen
Paul J. Bello
Sidley Austin LLP
1501 K St. NW Washington, DC 20005
Phone: (202) 736-8000
Fax: (202) 736-8711
[email protected]
[email protected]
Lara Shalov Mehraban
Sidley Austin LLP
787 Seventh Ave.
New York, NY 10019
Phone: (212) 839-5300
Fax: (212) 839-5599
[email protected]
Attorneys for Defendant
6

PRAGER METIS CP AS, LLC
DELEGATION OF AUTHORITY
The undersigned, Lori A. Roth, in her capacity as Global Managing Partner of Prager
Metis CPAs, LLC ("Prager Metis LLC"), a Limited Liability Company, acting pursuant to her
authority thereunder, does hereby certify:
I . That, Lori A. Roth, an Officer of Prager Metis LLC, is at the date hereof authorized to act
on behalf of Prager Metis LLC, and in her sole discretion, to negotiate, approve, and make the
offer of settlement of Prager Metis LLC, attached hereto, to the United States Securities and
Exchange Commission (" Commission"  or " SEC") in connection with the pending action SEC v.
Prager Metis CPAs, LLC, et al., Case No. 23-cv-23723-RNS (S.D. Fla.); and the aforementioned
Officer be and hereby is authorized to undertake such actions as she may deem necessary and
advisable, including the execution of such documentation as may be required by the
Commission, in order to carry out the foregoing. I further certify that the aforesaid delegation has
not been amended or revoked in any respect and remains in full force and effect.
2. That pursuant to Prager Metis LLC' s governing documents and a meeting of Prager
Metis LLC' s Executive Committee on August 8, 2024, the undersigned has the power and
authority to execute this Delegation on behalf of Prager Metis LLC, and that the undersigned has
so executed this Delegation this 26th day of August, 2024.
STATE OF [INSERT] )J~ Yo<'k. }
~;:g~,  ~~s~
Lori '.A.. Roth
14 Penn Plaza, Suite 1800
New York, NY 10122
} SS:
COUNTY OF [INSERT]~ '/orf._}
The foregoing instrument was acknowledged before me this 26th day of August, 2024, by
Lori A. Roth, who _is personally known to me or~-who has produced a [STATE] driver's
dLntif✓-an~noath.
Notary Public
State of[INSERT]
Commission Number:
Commission Expiration:
FLORA L. PERALTA
Notary Public, State of New York
No.01PE5053131 gt
Qualified in  Kings County
Commission Expires February 18, 20

EXHIBIT 2

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
CASE NO. 1:23-cv-23723-RNS
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
v.
PRAGER METIS CPAs, LLC,
and PRAGER METIS CPAs LLP,
Defendants.
I
------------------
CONSENT OF DEFENDANT PRAGER METIS CPAs LLP TO FINAL JUDGMENT
1. Defendant Prager Metis CP As LLP ("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 final Judgment in the form attached hereto (the "Final Judgment") and incorporated by
reference herein, which, among other things:
(a) permanently restrains and enjoins Defendant from violating, directly or indirectly,
Rule 2-02(b) of Regulation S-X [17 C.F.R. § 210.2-02(b)], and from aiding and
abetting violations of Sections 13(a) and 15(d) of the Securities Exchange Act of
1934 ("Exchange Act") [15 U.S.C. §§ 78m(a) and 78o(d)] and Exchange Act Rules
13a-1, 13a-13, 15d-1, and 15d-13 [17 C.F.R. §§ 240.13a-l, 240.13a-13, 240.15d-
l, and 240.15d-13];
1

(b) orders Defendant to pay disgorgement in the amount of $3,868.90, plus
prejudgment interest thereon in the amount of$916.27, for a total of$4,785.l 7; and
( c) orders Defendant to pay a  civil penalty in the amount of $20,000, pursuant to
Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)].
3. Defendant agrees that it shall not seek or accept, directly or indirectly,
reimbursement or indemnification from any source, including, but not limited to, payment made
pursuant to any insurance policy, with regard to any civil penalty amounts that Defendant pays
pursuant to the Final Judgment, regardless of whether such penalty amounts or any part thereof
are added to a distribution fund or otherwise used for the benefit of investors. Defendant further
agrees that it  shall not claim, assert, or apply for a tax deduction or tax credit with regard to any
federal, state, or local tax for any penalty amounts that Defendant pays pursuant to the Final
Judgment, regardless of whether such penalty amounts or any part thereof are added to a
distribution fund or otherwise used for the benefit of investors.
4. Defendant waives the entry of findings of fact and conclusions of law pursuant to
Rule 52 of the Federal Rules of Civil Procedure.
5. Defendant waives the right, if any, to a jury trial and to appeal from the entry of the
Final Judgment.
6. Defendant enters into this Consent voluntarily and represents that no threats, offers,
promises, or inducements of any kind have been made by the United States Securities and
Exchange Commission ("Commission") or any member, officer, employee, agent, or
representative of the Commission to induce Defendant to enter into this Consent.
7. Defendant agrees that this Consent shall be incorporated into the Final Judgment
with the same force and effect as if fully set forth therein.
2

8. Defendant will not oppose the enforcement of the Final 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.
9. Defendant waives service of the Final Judgment and agrees that entry of the Final
Judgment by the Court and filing with the Clerk of the Court will constitute notice to Defendant
of its terms and conditions. Defendant further agrees to provide counsel for the Commission,
within thirty days after the Final Judgment is filed with the Clerk of the Court, with an affidavit or
declaration stating that Defendant has received and read a copy of the Final Judgment.
10. Consistent with 17 C.F .R. § 202.5(:t), 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 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
3

understands that it shall not be permitted to contest the factual allegations of the complaint in this
action.
1 1. Defendant understands and agrees to comply with the terms of 17 C.F .R.
§ 202.S(e), which provides in part that it is 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 allegations
in the complaint or order for proceedings," and "a refusal to admit the allegations is equivalent to
a  denial. unless the defendant or respondent states that he neither admits nor denies the
allegations." As part of Defendant's agreement to comply with the terms of Section 202.S(e),
Defendant: (i) will not take any action or 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; (ii) will not make or permit to be made any public statement to the effect
that Defendant does not admit the allegations of the complaint, or that this Consent contains no
admission of the allegations, without also stating that Defendant does not deny the allegations; and
(iii) upon the filing of this Consent, Defendant hereby withdraws any papers filed 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 Final Judgment and restore this action to its
active docket. Nothing in this paragraph affects Defendant's: (i) testimonial obligations; or (ii)
right to take legal or factual positions in litigation or other legal proceedings in which the
Commission is not a party.
12. 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 official of the United States acting in his or her
official capacity, directly or indirectly, reimbursement of attorney's fees or other fees, expenses,
4

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.
13. Defendant agrees that the Commission may present the Final Judgment to the Court
for signature and entry without further notice.
14. Defendant agrees that this Court shall retain jurisdiction over this matter for the
purpose of enforcing the terms of the Final Judgment.
Dated: 8/26/2024
PRAG~~IS CPAs LLP
By:~ cA. dxJ_
Lori I\.. Roth
14 Penn Plaza, Suite 1800
New York, NY 10122
On August 26,  2024,  Lori A. Roth,  a person known to me,  personally appeared
before me, and acknowledged executing the foregoing Consent with full authority to do so
on behalf of Prager Melis CPAs LLP as it~~~
otary Public
Commission expires:
5
FLORA L. PERALTA
Notary Public, State of New York
No. 01PE5053131
Qualified in  Kings County b( 6
Commission Expires February 18, 20_

Stephen L. Cohen
Paul J. Bello
Sidley Austin LLP
1501 K St. NW Washington, DC 20005
Phone: (202) 736-8000
Fax: (202) 736-8711
[email protected]
[email protected]
Lara Shalov Mehraban
Sidley Austin LLP
787 Seventh Ave.
New York, NY 10019
Phone: (212) 839-5300
Fax: (212) 839-5599
[email protected]
Attorneys for Defendant
6

PRAGER METIS CP AS LLP
DELEGATION OF AUTHORITY
The undersigned, Lori A. Roth, in her capacity as Global Managing Partner of Prager
Metis CPAs LLP ("Prager Metis LLP"), a Limited Liability Partnership, acting pursuant to her
authority thereunder, does hereby certify:
1. That, Lori A. Roth, an Officer of Prager Metis LLP, is at the date hereof authorized to act
on behalf of Prager Metis LLP, and in her sole discretion, to negotiate, approve, and make the
offer of settlement of Prager Metis LLP, attached hereto, to the United States Securities and
Exchange Commission ("Commission" or "SEC") in connection with the pending action SEC v.
Prager Metis CPAs, LLC, et al., Case No. 23-cv-23723-RNS (S.D. Fla.); and the aforementioned
Officer be and hereby is authorized to undertake such actions as she may deem necessary and
advisable, including the execution of such documentation as may be required by the
Commission, in order to carry out the foregoing. I further certify that the aforesaid delegation has
not been amended or revoked in any respect and remains in full force and effect.
2. That pursuant to Prager Metis LLP's governing documents and a meeting of Prager Metis
LLP' s Executive Committee on August 8, 2024, the undersigned has the power and authority to
execute this Delegation on behalf of Prager Metis LLP, and that the undersigned has so executed
this Delegation this 26th day of August, 2024.
e!is cp As ~9P ,
By: t.A-, ~
Lor· A. Roth
14 Penn Plaza, Suite 1800
New York, NY 10122
STATE OF [INSERT] tJ(,vJ Yor"'K}
COUNTY OF [INSERT]~t.1.,vX,,~
SS:
The foregoing instrument was acknowledged before me this 26th day of August, 2024, by
i A. Roth, who _is personally known to me or~ who has produced a [ST A TE] driver's
·c nse as identifi~ ho did take an oath.
Notary Public
State of [INSERT]
Commission Number:
Commission Expiration:
FLORAL. PERALTA
Notary Public, State of New York
No. 01PE5053131
Qualified in Kings County &t:,
Commission Expires February 18, 20_

EXHIBIT 3

1
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA

CASE NO. 1:23-cv-23723-RNS

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

v.

PRAGER METIS CPAs, LLC,
and PRAGER METIS CPAs LLP,

Defendants.
____________________________________________/

FINAL JUDGMENT AS TO DEFENDANT PRAGER METIS CPAs, LLC
 The  Securities  and  Exchange  Commission  (“SEC”  or  “Commission”) having  filed  a
Complaint, and Defendant Prager Metis CPAs, LLC (“Defendant” or “Prager Metis LLC”) 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); waived findings of fact and conclusions of
law; and waived any right to appeal from this Final Judgment:
 I.
PERMANENT INJUNCTIVE RELIEF
A.
Rule 2-02(b) of Regulation S-X [17 C.F.R. § 210.2-02(b)]
IT  IS  HEREBY  ORDERED,  ADJUDGED,  AND  DECREED  that Defendant  is
permanently  restrained  and  enjoined  from  violating,  directly  or  indirectly, Rule  2-02(b) of
Regulation S-X [17 C.F.R. § 210.2-02(b)], by failing to be independent in accordance with Rule

2
2-01(b)  of  Regulation  S-X  [17  C.F.R.  §  210.2-01(b)]  and  violating  the  accountant’s  reports
provisions of Rule 2-02(b) of Regulation S-X [17 C.F.R. § 210.2-02(b)], by misstating as to audits
included in accountant’s reports (which certify financial statements and which Defendant provides
to  issuer  clients  who  then  make  filings  with  the  Commission  that  include  or  incorporate  by
reference those accountant’s reports) that those audits the Defendant conducts   on behalf of those
issuer  clients  are  conducted  by  an  independent registered  public  accounting  firm  in  accordance
with the applicable professional standards.
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).
B.
Aiding and Abetting Any Violation of Section 13(a) of the Securities Exchange Act of 1934
(“Exchange Act”) [15 U.S.C. § 78m(a)] and Rules 13a-1, 13-a-11, and 13a-13 [17 C.F.R. §§
240.13a-1, 240.13a-11, and 240.13a-13] thereunder
IT   IS   HEREBY   FURTHER ORDERED,   ADJUDGED,   AND   DECREED that
Defendant  is  permanently  restrained  and  enjoined  from  aiding  and  abetting  any  violation  of
Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 13a-1, 13a-11, and 13a-13 [17
C.F.R.  §§  240.13a-1,  240.13a-11,  and  240.13a-13]  thereunder,  by failing  to  be  independent  in
accordance with Rule 2-01(b) of Regulation S-X [17 C.F.R. § 210.2-01(b)] and by knowingly or
recklessly providing substantial assistance to an issuer with securities registered under Section 12
of the Exchange Act [15 U.S.C. § 78l] that fails to file:
i. accurate and complete annual reports with the Commission on Forms 10-K or 20-
F   that include financial statements audited and certified by an independent public

3
accountant, in violation of Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)]
and Rule 13a-1 [17 C.F.R. § 240.13a-1] thereunder;
ii. accurate  and  complete  current  reports  with  the  Commission  on  Forms  8-K
(including  if  such  forms  include  financial  statements  audited  and  certified  by  an
independent public accountant), in violation of Section 13(a) of the Exchange Act
[15 U.S.C. § 78m(a)] and Rule 13a-11 [17 C.F.R. § 240.13a-11] thereunder; and
iii. accurate and complete quarterly reports with the Commission on Forms 10-Q that
include interim financial statements reviewed by an independent public accountant
(which Rule 10-01(d) of Regulation S-X [17 C.F.R. § 210.10-01(d)] also requires
the  interim  financial  statements  included  in  a  Form  10-Q  to  be  reviewed  by  an
independent public accountant), in violation of Section 13(a) of the Exchange Act
[15 U.S.C. § 78m(a)] and Rule 13a-13 [17 C.F.R. § 240.13a-13] 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).
C.
Aiding and Abetting Any Violation of Section 15(d) of the Exchange Act [15 U.S.C. §
78o(d)] and Rules 15d-1 and 15d-13 [17 C.F.R. §§ 240.15d-1 and 240.15d-13] thereunder
IT   IS   HEREBY   FURTHER   ORDERED,   ADJUDGED,   AND   DECREED that
Defendant  is  permanently  restrained  and  enjoined  from  aiding  and  abetting  any  violation  of
Section 15(d) of the Exchange Act [15 U.S.C. §78o(d)] and Rules 15d-1 and 15d-13 [17 C.F.R.
§§ 240.15d-1 and 240.15d-13] thereunder, by failing to be independent in accordance with Rule

4
2-  01(b) of Regulation S-X [17 C.F.R. § 210.2-01(b)] and by knowingly or recklessly providing
substantial assistance to an issuer reporting under Section 15(d) of the Exchange Act [15 U.S.C. §
78o(d)] either voluntarily or due to an effective registration statement under the Securities Act of
1933 (“Securities Act”) t hat fails to file:
i. accurate and complete reports with the Commission, which are required by Section
13(a) of the Exchange Act [15 U.S.C. § 78m(a)] for each class of securities covered
by an  effective  registration  statement under  the  Securities  Act,  including  annual
reports  on  Forms  10-K  or  20-F  that  include  financial  statements  audited  and
certified by an independent public accountant, in violation of Section 15(d) of the
Exchange  Act  [15  U.S.C.  §78o(d)]  and  Rule  15d-1  [17  C.F.R.  §  240.15d-1]
thereunder; and
ii. accurate and complete reports with the Commission, which are required by Section
13(a) of the Exchange Act [15 U.S.C. § 78m(a)] for each class of securities covered
by an effective registration statement under the Securities Act, including quarterly
reports  on  Forms  10-Q  that  include  interim  financial  statements  reviewed  by  an
independent public accountant (which Rule 10-01(d) of Regulation S-X [17 C.F.R.
§ 210.10-01(d)] also requires the interim financial statements included in a Form
10-Q to be reviewed by an independent public accountant), in violation of Section
15(d)  of  the  Exchange  Act  [15  U.S.C.  §78o(d)]  and  Rule  15d-13  [17  C.F.R.  §
240.15d-13] 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

5
officers,  agents,  servants,  employees,  and  attorneys;  and  (b)  other  persons  in  active  concert  or
participation with Defendant or with anyone described in (a).
D.
Exchange Act Rule 17a-5(i) [17 C.F.R. § 240.17a-5(i)]
IT   IS   HEREBY   FURTHER   ORDERED,   ADJUDGED,   AND   DECREED that
Defendant is permanently restrained and enjoined from violating, directly or indirectly, Exchange
Act Rule 17a-5(i) [17 C.F.R. § 240.17a-5(i)], by failing to be independent in accordance with Rule
2-01(b) of Regulation S-X [17 C.F.R. § 210.2-01(b)] (as Exchange Act Rule 17a-5(f)(1) [17 C.F.R.
§ 240.17a-5(f)(1)] requires an independent public accountant to “be qualified and independent in
accordance  with”  Rule  2-01  of  Regulation  S-X [17  C.F.R.  §  210.2-01])  and violating  the
accountant’s  reports  provisions  of  Exchange  Act  Rule  17a-5  [17  C.F.R.  §  240.17a-5], by
misstating as to audits included in accountant’s reports (which certify the financial statements and
which  Defendant  provides   to  registered  broker-dealer  clients  who  then  make  filings  with  the
Commission that include or incorporate by reference those accountant’s reports) that those audits
the  Defendant  conducts on  behalf  of  those registered broker-dealer  clients  are  conducted  by  an
independent registered  public  accounting  firm  in  accordance  with  the  applicable  professional
standards.
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).

6
E.
Aiding and Abetting Violations of Section 17(a) of the Exchange Act [15 U.S.C. § 78q(a)]
and Rule 17a-5 [17 C.F.R. § 240.17a-5] thereunder
IT   IS   HEREBY   FURTHER   ORDERED,   ADJUDGED,   AND   DECREED that
Defendant  is  permanently  restrained  and  enjoined  from  aiding  and  abetting  any  violation  of
Section 17(a) of the Exchange Act [15 U.S.C. § 78q(a)] and Rule 17a-5 [17 C.F.R. § 240.17a-5]
thereunder, by failing to be independent in accordance with Rule 2-01(b) of Regulation S-X [17
C.F.R. § 210.2-01(b)] (as Exchange Act Rule 17a-5(f)(1) [17 C.F.R. § 240.17a-5(f)(1)] requires
an independent public accountant to “be qualified and independent in accordance with” Rule 2-01
of Regulation S-X [17 C.F.R. § 210.2-01]) and by knowingly or recklessly providing substantial
assistance to a registered broker-dealer that fails to file accurate and complete annual reports with
the  Commission  containing  financial  statements  audited  and  certified  by  an  independent  public
accountant in accordance with applicable professional standards, in violation of Section 17(a) of
the Exchange Act [15 U.S.C. § 78q(a)] and Rule 17a-5 [17 C.F.R. § 240.17a-5] 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).
F.
Aiding and Abetting Violations of Section 206(4) of the Investment Advisers Act of 1940
(“Advisers Act”) [15 U.S.C. § 80b-6(4)] and Rule 206(4)-2
[17 C.F.R. § 275.206(4)-2] thereunder
IT   IS   HEREBY   FURTHER   ORDERED,   ADJUDGED,   AND   DECREED that
Defendant  is  permanently  restrained  and  enjoined  from  aiding  and  abetting  any  violation  of

7
Section  206(4)  of  the  Advisers  Act  [15  U.S.C.  §  80b-6(4)]  and  Rule  206(4)-2  [17  C.F.R.  §
275.206(4)-2]  thereunder,  by failing  to  be  independent  in  accordance  with  Rule  2-01(b)  of
Regulation  S-X  [17  C.F.R.  §  210.2-01(b)] (as  Advisers  Act  Rule  206(4)-2(d)(3)  [17  C.F.R.  §
275.206(4)-2(d)(3)] defines an independent public accountant as “a public accountant that meets
the standards of independence described in rule 2-01(b) and (c) of Regulation S-X” [17 C.F.R. §
210.2-01(b)  and  (c)])  and by  knowingly  or  recklessly  providing  substantial  assistance  to  a
registered investment  adviser  that  fails  to  file  accurate  and  complete  Forms ADV-E  with  the
Commission attaching surprise examination reports  for examinations of client assets in the custody
of an investment adviser, in violation of Section 206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)]
and Rule 206(4)-2 [17 C.F.R. § 275.206(4)-2] thereunder, which require, among other things, that
(i) client funds and securities be maintained with a qualified custodian, and (ii) those client funds
and securities over which the investment adviser has custody be verified through an annual surprise
examination by an independent public accountant.
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.
DISGORGEMENT, PREJUDGMENT INTEREST, AND CIVIL PENALTY
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is liable
for disgorgement of $172,728.19, representing net profits gained as a result of the conduct alleged
in the Complaint, together with prejudgment interest thereon in the amount of $27,486.64.  The

8
Court finds that sending the disgorged funds to the United States Treasury, as ordered below, is
consistent with equitable principles.  The Court further imposes a civil penalty in the amount of
$980,000, pursuant to Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)] and Section
209(e) of the Advisers Act [15 U.S.C. § 80b-9(e)].    Defendant shall satisfy these obligations by
paying $1,180,214.83 to the Securities and Exchange Commission within 30 days after entry of
this Final Judgment.
Defendant  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.    Defendant  may  also  pay  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; Prager Metis CPAs, LLC as a defendant in this action; and specifying that payment is
made pursuant to this Final Judgment.
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 to
this Final Judgment to the United States Treasury.

9
The  Commission  may  enforce  the  Court’s  judgment  for  disgorgement  and  prejudgment
interest by using all collection procedures authorized by law, including, but not limited to, moving
for  civil  contempt  at  any  time  after  30  days  following  entry  of  this  Final  Judgment.   The
Commission may enforce the Court’s judgment for penalties by the use of all collection procedures
authorized by law, including the Federal Debt Collection Procedures Act, 28 U.S.C. § 3001 et seq.,
and moving for civil contempt for the violation of any Court orders issued in this action.
Defendant shall pay post judgment interest on any amounts due after 30 days of the entry
of this Final Judgment pursuant to 28 U.S.C. § 1961.
III.
INCORPORATION OF CONSENT
 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.
RETENTION OF JURISDICTION
 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.
 DONE AND ORDERED, in Miami, Florida, on ______________, 2024.

________________________________
UNITED STATES DISTRICT JUDGE

Copies to:
Counsel of record

EXHIBIT 4

1
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA

CASE NO. 1:23-cv-23723-RNS

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

v.

PRAGER METIS CPAs, LLC,
and PRAGER METIS CPAs LLP,

Defendants.
____________________________________________/

FINAL JUDGMENT AS TO DEFENDANT PRAGER METIS CPAs LLP
 The  Securities  and  Exchange  Commission  (“SEC”    or  “Commission”) having  filed  a
Complaint, and Defendant Prager Metis CPAs LLP (“Defendant” or “Prager Metis LLP”) 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); waived findings of fact and conclusions of
law; and waived any right to appeal from this Final Judgment:
 I.
PERMANENT INJUNCTIVE RELIEF
A.
Rule 2-02(b) of Regulation S-X [17 C.F.R. § 210.2-02(b)]
IT  IS  HEREBY  ORDERED,  ADJUDGED,  AND  DECREED  that Defendant  is
permanently  restrained  and  enjoined  from  violating,  directly  or  indirectly, Rule  2-02(b) of
Regulation S-X [17 C.F.R. § 210.2-02(b)], by failing to be independent in accordance with Rule

2
2-01(b)  of  Regulation  S-X  [17  C.F.R.  §  210.2-01(b)]  and  violating  the  accountant’s  reports
provisions of Rule 2-02(b) of Regulation S-X [17 C.F.R. § 210.2-02(b)], by misstating as to audits
included in accountant’s reports (which certify financial statements and which Defendant provides
to  issuer  clients  who  then  make  filings  with  the  Commission  that  include  or  incorporate  by
reference those accountant’s reports) that those audits the Defendant conducts   on behalf of those
issuer  clients  are conducted  by  an  independent registered  public  accounting  firm  in  accordance
with the applicable professional standards.
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).
B.
Aiding and Abetting Any Violation of Section 13(a) of the Securities Exchange Act of 1934
(“Exchange Act”) [15 U.S.C. § 78m(a)] and Rules 13a-1 and 13a-13 [17 C.F.R. §§ 240.13a-1
and 240.13a-13] thereunder
IT   IS   HEREBY   FURTHER ORDERED,   ADJUDGED,   AND   DECREED that
Defendant  is  permanently  restrained  and  enjoined  from  aiding  and  abetting  any  violation  of
Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 13a-1 and 13a-13 [17 C.F.R.
§§ 240.13a-1 and 240.13a-13] thereunder, by failing to be independent in accordance with Rule 2-
01(b)  of  Regulation  S-X  [17  C.F.R.  §  210.2-01(b)]  and  by  knowingly or  recklessly  providing
substantial assistance to an issuer with securities registered under Section 12 of the Exchange Act
[15 U.S.C. § 78l] that fails to file:
i. accurate and complete annual reports with the Commission on Forms 10-K or 20-
F   that include financial statements audited and certified by an independent public

3
accountant, in violation of Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)]
and Rule 13a-1 [17 C.F.R. § 240.13a-1] thereunder; and
ii. accurate and complete quarterly reports with the Commission on Forms 10-Q that
include interim financial statements reviewed by an independent public accountant
(which Rule 10-01(d) of Regulation S-X [17 C.F.R. § 210.10-01(d)] also requires
the  interim  financial  statements  included  in  a  Form  10-Q  to  be  reviewed  by  an
independent public accountant), in violation of Section 13(a) of the Exchange Act
[15 U.S.C. § 78m(a)] and Rule 13a-13 [17 C.F.R. § 240.13a-13] 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).
C.
Aiding and Abetting Any Violation of Section 15(d) of the Exchange Act [15 U.S.C. §
78o(d)] and Rules 15d-1 and 15d-13 [17 C.F.R. §§ 240.15d-1 and 240.15d-13] thereunder
IT   IS   HEREBY   FURTHER   ORDERED,   ADJUDGED,   AND   DECREED that
Defendant  is  permanently  restrained  and  enjoined  from  aiding  and  abetting  any  violation  of
Section 15(d) of the Exchange Act [15 U.S.C. §78o(d)] and Rules 15d-1 and 15d-13 [17 C.F.R.
§§ 240.15d-1 and 240.15d-13] thereunder, by failing to be independent in accordance with Rule
2-01(b) of Regulation S-X [17 C.F.R. § 210.2-01(b)] and by knowingly or recklessly providing
substantial assistance to an issuer reporting under Section 15(d) of the Exchange Act [15 U.S.C. §
78o(d)] either voluntarily or due to an effective registration statement under the Securities Act of
1933 (“Securities Act”) that fails to file:

4
i. accurate and complete reports with the Commission, which are required by Section
13(a) of the Exchange Act [15 U.S.C. § 78m(a)] for each class of securities covered
by an  effective  registration  statement under  the  Securities  Act,  including  annual
reports  on  Forms  10-K  or  20-F  that  include  financial  statements  audited  and
certified by an independent public accountant, in violation of Section 15(d) of the
Exchange  Act  [15  U.S.C.  §78o(d)]  and  Rule  15d-1  [17  C.F.R.  §  240.15d-1]
thereunder; and
ii. accurate and complete reports with the Commission, which are required by Section
13(a) of the Exchange Act [15 U.S.C. § 78m(a)] for each class of securities covered
by an effective registration statement under the Securities Act, including quarterly
reports  on  Forms  10-Q  that  include  interim  financial  statements  reviewed  by  an
independent public accountant (which Rule 10-01(d) of Regulation S-X [17 C.F.R.
§ 210.10-01(d)] also requires the interim financial statements included in a Form
10-Q to be reviewed by an independent public accountant), in violation of Section
15(d)  of  the  Exchange  Act  [15  U.S.C.  §78o(d)]  and  Rule  15d-13  [17  C.F.R.  §
240.15d-13] 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).

5
II.
DISGORGEMENT, PREJUDGMENT INTEREST, AND CIVIL PENALTY
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is liable
for disgorgement of $3,868.90, representing net profits gained as a result of the conduct alleged in
the Complaint, together with prejudgment interest thereon in the amount of $916.27.  The Court
finds that sending the disgorged funds to the United States Treasury, as ordered below, is consistent
with  equitable  principles.   The  Court  further  imposes  a  civil  penalty  in  the  amount  of  $20,000,
pursuant to Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)].  Defendant shall satisfy
these  obligations  by  paying  $24,785.17 to  the  Securities  and  Exchange  Commission  within  30
days after entry of this Final Judgment.
Defendant  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.   Defendant  may  also  pay  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; Prager Metis CPAs LLP as a defendant in this action; and specifying that payment is
made pursuant to this Final Judgment.
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,

6
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 to
this Final Judgment to the United States Treasury.
The  Commission  may  enforce  the  Court’s  judgment  for  disgorgement  and  prejudgment
interest by using all collection procedures authorized by law, including, but not limited to, moving
for  civil  contempt  at  any  time  after  30  days  following  entry  of  this  Final  Judgment.   The
Commission may enforce the Court’s judgment for penalties by the use of all collection procedures
authorized by law, including the Federal Debt Collection Procedures Act, 28 U.S.C. § 3001 et seq.,
and moving for civil contempt for the violation of any Court orders issued in this action.
Defendant shall pay post judgment interest on any amounts due after 30 days of the entry
of this Final Judgment pursuant to 28 U.S.C. § 1961.
III.
INCORPORATION OF CONSENT
 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.
RETENTION OF JURISDICTION
 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.
DONE AND ORDERED, in Miami, Florida, on ______________, 2024.
________________________________
UNITED STATES DISTRICT JUDGE
Copies to:
Counsel of record

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF FLORIDA 

 
CASE NO. 23-cv-23723-RNS 

 
SECURITIES AND EXCHANGE COMMISSION,  
         
   Plaintiff,     
v.         
         
PRAGER METIS CPAs, LLC,      
and PRAGER METIS CPAs LLP,        
         
   Defendants.     
_______________________________________________/ 

 
PLAINTIFF’S UNOPPOSED MOTION FOR ENTRY OF FINAL JUDGMENTS 

AGAINST DEFENDANTS PRAGER METIS CPAs, LLC,  
AND PRAGER METIS CPAs LLP 

 
Plaintiff Securities and Exchange Commission (“Commission”) moves for entry of final 

judgments against Defendants Prager Metis CPAs, LLC (“Prager Metis LLC”) and Prager Metis 

CPAs LLP (“Prager Metis LLP”) (collectively, “Defendants”).  The Defendants have consented 

to the entry of the proposed Final Judgments which include permanent injunctive relief and 

monetary remedies collectively totaling $1,205,000.  See Consents attached as Exhibits 1 and 2 

and proposed Final Judgments attached as Exhibits 3 and 4.  The Court’s entry of the proposed 

Final Judgments will conclude the Commission’s litigation of this case against the Defendants.   

I. Relevant Procedural History 

On September 29, 2023, the Commission filed its Complaint against Prager Metis LLC and 

Prager Metis LLP, alleging, among other things, the affiliated accounting and auditing firms 

violated the Commission’s auditor independence rules. See Complaint, DE 1.  On May 29, 2024, 

the Court denied Defendants’ Motion to Dismiss.  See Order, DE 32.  On August 1, 2024 and 

September 3, 2024, the parties informed the Court that they were communicating regarding 

Case 1:23-cv-23723-RNS   Document 41   Entered on FLSD Docket 09/17/2024   Page 1 of 5



2 

potential settlement of this matter and that the Commission’s staff was seeking settlement 

authorization from the five-member Commission.  See Motions, DE 36 and DE 39.   

II. Injunctive Relief 

The proposed Final Judgments provide for the entry of injunctive relief and monetary 

relief, among other things.  Regarding injunctive relief, the proposed Final Judgments comply with 

Federal Rule of Civil Procedure 65(d), which provides that “[e]very order granting an injunction  

. . . must: (A) state the reasons why it issued; (B) state its terms specifically; and (C) describe in 

reasonable detail—and not by referring to the complaint or other document—the act or acts sought 

to be restrained or required.” See Fed. R. Civ. P. 65(d).  Eleventh Circuit law likewise requires that 

judgments for injunctive relief describe in reasonable detail the acts or conduct sought to be 

restrained. SEC v. Goble, 682 F.3d 934, 951-52 (11th Cir. 2012).  The Goble court, while 

questioning whether merely reciting the language of a statute in an injunction adequately informs 

a defendant of the prohibited conduct, also explained that “a broad, but properly drafted injunction, 

which largely uses the statutory or regulatory language may satisfy the specificity requirement of 

Rule 65(d) so long as it clearly lets the defendant know what he is ordered to do or not do.”  Id. at 

952. 

 As to Prager Metis LLC, the proposed Final Judgment permanently restrains and enjoins 

Prager Metis LLC from violating Rule 2-02(b) of Regulation S-X [17 C.F.R. § 210.2-02(b)] and 

Rule 17a-5(i) of the Securities Exchange Act of 1934 (“Exchange Act”) [17 C.F.R. § 240.17a-

5(i)]; from aiding and abetting violations of Sections 13(a), 15(d), and 17(a) of the Exchange Act 

[15 U.S.C. §§ 78m(a), 78o(d), and 78q(a)] and Exchange Act Rules 13a-1, 13a-11, 13a-13, 15d-1, 

15d-13, and 17a-5 [17 C.F.R. §§ 240.13a-1, 240.13a-11, 240.13a-13, 240.15d-1, 240.15d-13, and 

240.17a-5]; and from aiding and abetting violations of Section 206(4) of the Investment Advisers 

Case 1:23-cv-23723-RNS   Document 41   Entered on FLSD Docket 09/17/2024   Page 2 of 5



3 

Act of 1940 (“Advisers Act”) [15 U.S.C. § 80b-6(4)] and Advisers Act Rule 206(4)-2 [17 C.F.R. 

§ 275.206(4)-2]. See Ex. 3.  

 As to Prager Metis LLP, the proposed Final Judgment permanently restrains and enjoins 

Prager Metis LLP from violating Rule 2-02(b) of Regulation S-X [17 C.F.R. § 210.2-02(b)], and 

from aiding and abetting violations of Sections 13(a) and 15(d) of the Exchange Act [15 U.S.C. 

§§ 78m(a) and 78o(d)] and Exchange Act Rules 13a-1, 13a-13, 15d-1, and 15d-13 [17 C.F.R. §§ 

240.13a-1, 240.13a-13, 240.15d-1, and 240.15d-13].  See Ex. 4.  

  Both proposed Final Judgments (Exhibits 3 and 4) conform with Goble because the 

statutory language “clearly lets the defendant[s] know what [they are] ordered to do or not.”  See 

id.  Furthermore, the proposed Final Judgments include injunctive language that prohibits conduct 

directly tied to the allegations in the Complaint, and sufficiently notifies Defendant of the 

prohibited conduct.  Additionally, the Defendants have consented to the injunctive language 

contained in the proposed Final Judgments.  See Ex. 1-2.  

III. Additional Relief 

 As additional relief, Prager Metis LLC has consented to the proposed Final Judgment 

awarding the Commission disgorgement of $172,728.19, plus prejudgment interest thereon in the 

amount of $27,486.64, and a civil penalty of $980,000.  See Ex. 1 and 3.  As to Prager Metis LLP, 

it has consented to the proposed Final Judgment awarding the Commission disgorgement of 

$3,868.90, plus prejudgment interest thereon in the amount of $916.27, and a $20,000 civil penalty. 

See Ex. 2 and 4.   

IV. Conclusion 
 

The Commission respectfully requests that the Court enter the proposed Final Judgments, 

which the Defendants have consented to, and which will fully resolve this pending matter.  

Case 1:23-cv-23723-RNS   Document 41   Entered on FLSD Docket 09/17/2024   Page 3 of 5



4 

 

RULE 7.1.A.3 CERTIFICATE OF CONFERRAL 

Pursuant to Southern District of Florida Local Rule 7.1.A.3, undersigned counsel has 

conferred with counsel for Defendants Prager Metis CPAs, LLC, and Prager Metis CPAs LLP, 

who does not oppose this motion.   

Dated:  September 17, 2024   

Respectfully submitted, 
 
By: s/ Christine Nestor    

Christine Nestor, Esq. 
       Senior Trial Counsel 
       Florida Bar No. 597211 
       Direct Dial: (305) 982-6367 
       Email: [email protected]  

Brian Lechich, Esq. 
Trial Counsel 
Florida Bar No. 84419 
Direct Dial: (305) 510-9133 
Email: [email protected]  
 
ATTORNEYS FOR PLAINTIFF 
SECURITIES AND EXCHANGE COMMISSION 

        801 Brickell Avenue, Suite 1950 
        Miami, Florida 33131 
        Telephone: (305) 982-6300 
        Facsimile: (305) 536-4154 
 

 

 

 

 

 

 

 

 

Case 1:23-cv-23723-RNS   Document 41   Entered on FLSD Docket 09/17/2024   Page 4 of 5



5 

 

CERTIFICATE OF SERVICE 

I HEREBY CERTIFY that on September 17, 2024, I electronically filed the foregoing 

with the Clerk of Court by using the CM/ECF system, which will send a notice of electronic filing 

to counsel of record, or service will be by means denoted below, upon the below list of counsel. 

By: s/ Christine Nestor   
Christine Nestor 

 
 

 

SERVICE LIST 

Stephen L. Cohen, Esq. 
Paul J. Bello, Esq. 
Jeremy Rozansky, Esq. 
Sidley Austin LLP 
1501 K. Street, N.W. 
Washington, D.C. 20005 
[email protected] 
[email protected] 
[email protected] 
(202) 736-8000 
 
Lara Shalov Mehraban, Esq. 
Sidley Austin LLP 
787 Seventh Ave. 
New York, NY 10019 
[email protected] 
(212) 839-5300 
 
Via CM/ECF 
Counsel for Defendants 
 

Case 1:23-cv-23723-RNS   Document 41   Entered on FLSD Docket 09/17/2024   Page 5 of 5



EXHIBIT 1 

Case 1:23-cv-23723-RNS   Document 41-1   Entered on FLSD Docket 09/17/2024   Page 1 of 8



UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF FLORIDA 

CASE NO.1:23-cv-23723-RNS 

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff, 

v. 

PRAGER METIS CP As, LLC, 
and PRAGER METIS CP As LLP, 

Defendants. 
I ---------------------' 

CONSENT OF DEFENDANT PRAGER METIS CPAs, LLC TO FINAL JUDGMENT 

1. Defendant Prager Metis CP As, LLC ("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 final Judgment in the form attached hereto (the "Final Judgment") and incorporated by 

reference herein, which, among other things: 

(a) permanently restrains and enjoins Defendant from violating, directly or indirectly, 

Rule 2-02(b) of Regulation S-X [17 C.F.R. § 210.2-02(b)] and Rule 17a-5(i) of the 

Securities Exchange Act of 1934 ("Exchange Act") [17 C.F.R. § 240.17a-5(i)]; 

from aiding and abetting violations of Sections 13(a), 15(d), and 17(a) of the 

Exchange Act [15 U.S.C. §§ 78m(a), 78o(d), and 78q(a)] and Exchange Act Rules 

13a-1, 13a-11, 13a-13, 15d-l, 15d-13, and 17a-5 [17 C.F.R. §§ 240.13a-l, 240.13a-

1 

Case 1:23-cv-23723-RNS   Document 41-1   Entered on FLSD Docket 09/17/2024   Page 2 of 8



11, 240.13a-13, 240.15d-l, 240.15d-13, and 240.l 7a-5]; and from aiding and 

abetting violations of Section 206(4) of the Investment Advisers Act of 1940 

("Advisers Act") [15 U.S.C. § 80b-6(4)] and Advisers Act Rule 206(4)-2 [17 C.F.R. 

§ 275.206(4)-2]; 

(b) orders Defendant to pay disgorgement in the amount of $172,728.19, plus 

prejudgment interest thereon in the amount of $27,486.64, for a total of 

$200,214.83; and 

( c) orders Defendant to pay a civil penalty in the amount of $980,000, pursuant to 

Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)] and Section 209(e) 

of the Advisers Act [15 U.S.C. § 80b-9(e)]. 

3. Defendant agrees that it shall not seek or accept, directly or indirectly, 

reimbursement or indemnification from any source, including, but not limited to, payment made 

pursuant to any insurance policy, with regard to any civil penalty amounts that Defendant pays 

pursuant to the Final Judgment, regardless of whether such penalty amounts or any part thereof 

are added to a distribution fund or otherwise used for the benefit of investors. Defendant further 

agrees that it shall not claim, assert, or apply for a tax deduction or tax credit with regard to any 

federal, state, or local tax for any penalty amounts that Defendant pays pursuant to the Final 

Judgment, regardless of whether such penalty amounts or any part thereof are added to a 

distribution fund or otherwise used for the benefit of investors. 

4. Defendant waives the entry of findings of fact and conclusions of law pursuant to 

Rule 52 of the Federal Rules of Civil Procedure. 

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

Final Judgment. 

2 

Case 1:23-cv-23723-RNS   Document 41-1   Entered on FLSD Docket 09/17/2024   Page 3 of 8



6. Defendant enters into this Consent voluntarily and represents that no threats, offers, 

promises, or inducements of any kind have been made by the United States Securities and 

Exchange Commission ("Commission") or any member, officer, employee, agent, or 

representative of the Commission to induce Defendant to enter into this Consent. 

7. Defendant agrees that this Consent shall be incorporated into the Final Judgment 

with the same force and effect as if fully set forth therein. 

8. Defendant will not oppose the enforcement of the Final 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. 

9. Defendant waives service of the Final Judgment and agrees that entry of the Final 

Judgment by the Court and filing with the Clerk of the Court will constitute notice to Defendant 

of its terms and conditions. Defendant further agrees to provide counsel for the Commission, 

within thirty days after the Final Judgment is filed with the Clerk of the Court, with an affidavit or 

declaration stating that Defendant has received and read a copy of the Final Judgment. 

10. 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 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 

3 

Case 1:23-cv-23723-RNS   Document 41-1   Entered on FLSD Docket 09/17/2024   Page 4 of 8



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 it shall not be permitted to contest the factual allegations of the complaint in this 

action. 

11. Defendant understands and agrees to comply with the terms of 17 C.F .R. 

§ 202.S(e), which provides in part that it is 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 allegations 

in the complaint or order for proceedings," and "a refusal to admit the allegations is equivalent to 

a denial, unless the defendant or respondent states that he neither admits nor denies the 

allegations." As part of Defendant's agreement to comply with the terms of Section 202.S(e), 

Defendant: (i) will not take any action or 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; (ii) will not make or permit to be made any public statement to the effect 

that Defendant does not admit the allegations of the complaint, or that this Consent contains no 

admission of the allegations, without also stating that Defendant does not deny the allegations; and 

(iii) upon the filing of this Consent, Defendant hereby withdraws any papers filed 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 Final Judgment and restore this action to its 

active docket. Nothing in this paragraph affects Defendant's: (i) testimonial obligations; or (ii) 

4 

Case 1:23-cv-23723-RNS   Document 41-1   Entered on FLSD Docket 09/17/2024   Page 5 of 8



right to take legal or factual positions m litigation or other legal proceedings m which the 

Commission is not a party. 

12. 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 official of the United States acting in his or her 

official 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. 

13. Defendant agrees that the Commission may present the Final Judgment to the Court 

for signature and entry without further notice. 

14. Defendant agrees that this Court shall retain jurisdiction over this matter for the 

purpose of enforcing the terms of the Final Judgment. 

Dated: 8/26/2024 
PRAG~ R METIS CPAs, L~C 

By: ~ · u{. dzu._ 
Lori . Roth 
Global Managing Partner 
14 Penn Plaza, Suite 1800 
New York, NY 10122 

On August 26, 2024, Lori A. Roth, a person known to me, personally appeared 
before me, and acknowledged executing the foregoing Consent with full authority to do so 

on behalfof Prager Melis CPAs, LLC as its~ ing 2 '· ~,ft;__, 
Notary Public 
Commission expires: 

5 

FLORA L. PERALTA 
Notary Public, State of New York 

No.01PE5053131 ~ 
Qualified !n Kings County 20(?{.{, 

Commission Expires February 18, -

Case 1:23-cv-23723-RNS   Document 41-1   Entered on FLSD Docket 09/17/2024   Page 6 of 8



Stephen L. Cohen 
Paul J. Bello 
Sidley Austin LLP 
1501 K St. NW Washington, DC 20005 
Phone: (202) 736-8000 
Fax: (202) 736-8711 
[email protected] 
[email protected] 

Lara Shalov Mehraban 
Sidley Austin LLP 
787 Seventh Ave. 
New York, NY 10019 
Phone: (212) 839-5300 
Fax: (212) 839-5599 
[email protected] 

Attorneys for Defendant 

6 

Case 1:23-cv-23723-RNS   Document 41-1   Entered on FLSD Docket 09/17/2024   Page 7 of 8



PRAGER METIS CP AS, LLC 
DELEGATION OF AUTHORITY 

The undersigned, Lori A. Roth, in her capacity as Global Managing Partner of Prager 
Metis CPAs, LLC ("Prager Metis LLC"), a Limited Liability Company, acting pursuant to her 
authority thereunder, does hereby certify: 

I . That, Lori A. Roth, an Officer of Prager Metis LLC, is at the date hereof authorized to act 

on behalf of Prager Metis LLC, and in her sole discretion, to negotiate, approve, and make the 
offer of settlement of Prager Metis LLC, attached hereto, to the United States Securities and 
Exchange Commission ("Commission" or "SEC") in connection with the pending action SEC v. 
Prager Metis CPAs, LLC, et al. , Case No. 23-cv-23723-RNS (S.D. Fla.); and the aforementioned 
Officer be and hereby is authorized to undertake such actions as she may deem necessary and 
advisable, including the execution of such documentation as may be required by the 
Commission, in order to carry out the foregoing. I further certify that the aforesaid delegation has 
not been amended or revoked in any respect and remains in full force and effect. 

2. That pursuant to Prager Metis LLC ' s governing documents and a meeting of Prager 
Metis LLC' s Executive Committee on August 8, 2024, the undersigned has the power and 
authority to execute this Delegation on behalf of Prager Metis LLC, and that the undersigned has 
so executed this Delegation this 26th day of August, 2024. 

STATE OF [INSERT] )J~ Yo<'k. } 

~;:g~ , ~ ~s~ 
Lori '.A.. Roth 
14 Penn Plaza, Suite 1800 
New York, NY 10122 

} SS: 
COUNTY OF [INSERT]~ '/orf._ } 

The foregoing instrument was acknowledged before me this 26th day of August, 2024, by 
Lori A. Roth, who _is personally known to me or~ -who has produced a [STATE] driver's 

dLntif✓- an~noath. 

Notary Public 
State of[INSERT] 
Commission Number: 
Commission Expiration: 

FLORA L. PERALTA 
Notary Public, State of New York 

No.01PE5053131 gt 
Qualified in Kings County 

Commission Expires February 18, 20 

Case 1:23-cv-23723-RNS   Document 41-1   Entered on FLSD Docket 09/17/2024   Page 8 of 8



EXHIBIT 2 

Case 1:23-cv-23723-RNS   Document 41-2   Entered on FLSD Docket 09/17/2024   Page 1 of 8



UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF FLORIDA 

CASE NO. 1:23-cv-23723-RNS 

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff, 

v. 

PRAGER METIS CPAs, LLC, 
and PRAGER METIS CPAs LLP, 

Defendants. 
I ------------------

CONSENT OF DEFENDANT PRAGER METIS CPAs LLP TO FINAL JUDGMENT 

1. Defendant Prager Metis CP As LLP ("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 final Judgment in the form attached hereto (the "Final Judgment") and incorporated by 

reference herein, which, among other things: 

(a) permanently restrains and enjoins Defendant from violating, directly or indirectly, 

Rule 2-02(b) of Regulation S-X [17 C.F.R. § 210.2-02(b)], and from aiding and 

abetting violations of Sections 13(a) and 15(d) of the Securities Exchange Act of 

1934 ("Exchange Act") [15 U.S.C. §§ 78m(a) and 78o(d)] and Exchange Act Rules 

13a-1, 13a-13, 15d-1, and 15d-13 [17 C.F.R. §§ 240.13a-l, 240.13a-13, 240.15d­

l, and 240.15d-13]; 

1 

Case 1:23-cv-23723-RNS   Document 41-2   Entered on FLSD Docket 09/17/2024   Page 2 of 8



(b) orders Defendant to pay disgorgement in the amount of $3,868.90, plus 

prejudgment interest thereon in the amount of$916.27, for a total of$4,785.l 7; and 

( c) orders Defendant to pay a civil penalty in the amount of $20,000, pursuant to 

Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]. 

3. Defendant agrees that it shall not seek or accept, directly or indirectly, 

reimbursement or indemnification from any source, including, but not limited to, payment made 

pursuant to any insurance policy, with regard to any civil penalty amounts that Defendant pays 

pursuant to the Final Judgment, regardless of whether such penalty amounts or any part thereof 

are added to a distribution fund or otherwise used for the benefit of investors. Defendant further 

agrees that it shall not claim, assert, or apply for a tax deduction or tax credit with regard to any 

federal, state, or local tax for any penalty amounts that Defendant pays pursuant to the Final 

Judgment, regardless of whether such penalty amounts or any part thereof are added to a 

distribution fund or otherwise used for the benefit of investors. 

4. Defendant waives the entry of findings of fact and conclusions of law pursuant to 

Rule 52 of the Federal Rules of Civil Procedure. 

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

Final Judgment. 

6. Defendant enters into this Consent voluntarily and represents that no threats, offers, 

promises, or inducements of any kind have been made by the United States Securities and 

Exchange Commission ("Commission") or any member, officer, employee, agent, or 

representative of the Commission to induce Defendant to enter into this Consent. 

7. Defendant agrees that this Consent shall be incorporated into the Final Judgment 

with the same force and effect as if fully set forth therein. 

2 

Case 1:23-cv-23723-RNS   Document 41-2   Entered on FLSD Docket 09/17/2024   Page 3 of 8



8. Defendant will not oppose the enforcement of the Final 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. 

9. Defendant waives service of the Final Judgment and agrees that entry of the Final 

Judgment by the Court and filing with the Clerk of the Court will constitute notice to Defendant 

of its terms and conditions. Defendant further agrees to provide counsel for the Commission, 

within thirty days after the Final Judgment is filed with the Clerk of the Court, with an affidavit or 

declaration stating that Defendant has received and read a copy of the Final Judgment. 

10. Consistent with 17 C.F .R. § 202.5(:t), 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 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 

3 

Case 1:23-cv-23723-RNS   Document 41-2   Entered on FLSD Docket 09/17/2024   Page 4 of 8



understands that it shall not be permitted to contest the factual allegations of the complaint in this 

action. 

1 1. Defendant understands and agrees to comply with the terms of 17 C.F .R. 

§ 202.S(e), which provides in part that it is 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 allegations 

in the complaint or order for proceedings," and "a refusal to admit the allegations is equivalent to 

a denial. unless the defendant or respondent states that he neither admits nor denies the 

allegations." As part of Defendant's agreement to comply with the terms of Section 202.S(e), 

Defendant: (i) will not take any action or 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; (ii) will not make or permit to be made any public statement to the effect 

that Defendant does not admit the allegations of the complaint, or that this Consent contains no 

admission of the allegations, without also stating that Defendant does not deny the allegations; and 

(iii) upon the filing of this Consent, Defendant hereby withdraws any papers filed 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 Final Judgment and restore this action to its 

active docket. Nothing in this paragraph affects Defendant's: (i) testimonial obligations; or (ii) 

right to take legal or factual positions in litigation or other legal proceedings in which the 

Commission is not a party. 

12. 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 official of the United States acting in his or her 

official capacity, directly or indirectly, reimbursement of attorney's fees or other fees, expenses, 

4 

Case 1:23-cv-23723-RNS   Document 41-2   Entered on FLSD Docket 09/17/2024   Page 5 of 8



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. 

13. Defendant agrees that the Commission may present the Final Judgment to the Court 

for signature and entry without further notice. 

14. Defendant agrees that this Court shall retain jurisdiction over this matter for the 

purpose of enforcing the terms of the Final Judgment. 

Dated: 8/26/2024 
PRAG~ ~ IS CPAs LLP 

By: ~ cA . dxJ_ 
Lori I\.. Roth 
14 Penn Plaza, Suite 1800 
New York, NY 10122 

On August 26, 2024, Lori A. Roth, a person known to me, personally appeared 
before me, and acknowledged executing the foregoing Consent with full authority to do so 

on behalf of Prager Melis CPAs LLP as it~~~ 

otary Public 
Commission expires: 

5 

FLORA L. PERALTA 
Notary Public, State of New York 

No. 01PE5053131 
Qualified in Kings County b( 6 

Commission Expires February 18, 20_ 

Case 1:23-cv-23723-RNS   Document 41-2   Entered on FLSD Docket 09/17/2024   Page 6 of 8



Stephen L. Cohen 
Paul J. Bello 
Sidley Austin LLP 
1501 K St. NW Washington, DC 20005 
Phone: (202) 736-8000 
Fax: (202) 736-8711 
[email protected] 
[email protected] 

Lara Shalov Mehraban 
Sidley Austin LLP 
787 Seventh Ave. 
New York, NY 10019 
Phone: (212) 839-5300 
Fax: (212) 839-5599 
[email protected] 

Attorneys for Defendant 

6 

Case 1:23-cv-23723-RNS   Document 41-2   Entered on FLSD Docket 09/17/2024   Page 7 of 8



PRAGER METIS CP AS LLP 
DELEGATION OF AUTHORITY 

The undersigned, Lori A. Roth, in her capacity as Global Managing Partner of Prager 

Metis CPAs LLP ("Prager Metis LLP"), a Limited Liability Partnership, acting pursuant to her 
authority thereunder, does hereby certify: 

1. That, Lori A. Roth, an Officer of Prager Metis LLP, is at the date hereof authorized to act 
on behalf of Prager Metis LLP, and in her sole discretion, to negotiate, approve, and make the 
offer of settlement of Prager Metis LLP, attached hereto, to the United States Securities and 
Exchange Commission ("Commission" or "SEC") in connection with the pending action SEC v. 

Prager Metis CPAs, LLC, et al. , Case No. 23-cv-23723-RNS (S.D. Fla.); and the aforementioned 
Officer be and hereby is authorized to undertake such actions as she may deem necessary and 
advisable, including the execution of such documentation as may be required by the 
Commission, in order to carry out the foregoing. I further certify that the aforesaid delegation has 
not been amended or revoked in any respect and remains in full force and effect. 

2. That pursuant to Prager Metis LLP's governing documents and a meeting of Prager Metis 
LLP' s Executive Committee on August 8, 2024, the undersigned has the power and authority to 
execute this Delegation on behalf of Prager Metis LLP, and that the undersigned has so executed 
this Delegation this 26th day of August, 2024. 

e!is cp As ~9P , 
By: t.A-, ~ 
Lor· A. Roth 
14 Penn Plaza, Suite 1800 
New York, NY 10122 

STATE OF [INSERT] tJ(,vJ Yor"'K } 

COUNTY OF [INSERT] ~t.1.,vX,,~ 
SS: 

The foregoing instrument was acknowledged before me this 26th day of August, 2024, by 
i A. Roth, who _is personally known to me or~ who has produced a [ST A TE] driver's 

·c nse as identifi~ ho did take an oath. 

Notary Public 
State of [INSERT] 
Commission Number: 
Commission Expiration: 

FLORAL. PERALTA 
Notary Public, State of New York 

No. 01PE5053131 
Qualified in Kings County &t:, 

Commission Expires February 18, 20_ 

Case 1:23-cv-23723-RNS   Document 41-2   Entered on FLSD Docket 09/17/2024   Page 8 of 8



EXHIBIT 3 

Case 1:23-cv-23723-RNS   Document 41-3   Entered on FLSD Docket 09/17/2024   Page 1 of 10



1 

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF FLORIDA 

 
CASE NO. 1:23-cv-23723-RNS 

 
SECURITIES AND EXCHANGE COMMISSION, 
 

Plaintiff,  
 
v.  
 
PRAGER METIS CPAs, LLC, 
and PRAGER METIS CPAs LLP, 
 

Defendants. 
____________________________________________/ 
 

FINAL JUDGMENT AS TO DEFENDANT PRAGER METIS CPAs, LLC 

 The Securities and Exchange Commission (“SEC” or “Commission”) having filed a 

Complaint, and Defendant Prager Metis CPAs, LLC (“Defendant” or “Prager Metis LLC”) 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); waived findings of fact and conclusions of 

law; and waived any right to appeal from this Final Judgment: 

 I. 

PERMANENT INJUNCTIVE RELIEF 

A. 

Rule 2-02(b) of Regulation S-X [17 C.F.R. § 210.2-02(b)] 

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is 

permanently restrained and enjoined from violating, directly or indirectly, Rule 2-02(b) of 

Regulation S-X [17 C.F.R. § 210.2-02(b)], by failing to be independent in accordance with Rule 

Case 1:23-cv-23723-RNS   Document 41-3   Entered on FLSD Docket 09/17/2024   Page 2 of 10



2 

2-01(b) of Regulation S-X [17 C.F.R. § 210.2-01(b)] and violating the accountant’s reports 

provisions of Rule 2-02(b) of Regulation S-X [17 C.F.R. § 210.2-02(b)], by misstating as to audits 

included in accountant’s reports (which certify financial statements and which Defendant provides 

to issuer clients who then make filings with the Commission that include or incorporate by 

reference those accountant’s reports) that those audits the Defendant conducts on behalf of those 

issuer clients are conducted by an independent registered public accounting firm in accordance 

with the applicable professional standards.  

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). 

B. 

Aiding and Abetting Any Violation of Section 13(a) of the Securities Exchange Act of 1934 
(“Exchange Act”) [15 U.S.C. § 78m(a)] and Rules 13a-1, 13-a-11, and 13a-13 [17 C.F.R. §§ 

240.13a-1, 240.13a-11, and 240.13a-13] thereunder 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendant is permanently restrained and enjoined from aiding and abetting any violation of 

Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 13a-1, 13a-11, and 13a-13 [17 

C.F.R. §§ 240.13a-1, 240.13a-11, and 240.13a-13] thereunder, by failing to be independent in 

accordance with Rule 2-01(b) of Regulation S-X [17 C.F.R. § 210.2-01(b)] and by knowingly or 

recklessly providing substantial assistance to an issuer with securities registered under Section 12 

of the Exchange Act [15 U.S.C. § 78l] that fails to file: 

i. accurate and complete annual reports with the Commission on Forms 10-K or 20-

F that include financial statements audited and certified by an independent public 

Case 1:23-cv-23723-RNS   Document 41-3   Entered on FLSD Docket 09/17/2024   Page 3 of 10



3 

accountant, in violation of Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] 

and Rule 13a-1 [17 C.F.R. § 240.13a-1] thereunder;  

ii. accurate and complete current reports with the Commission on Forms 8-K 

(including if such forms include financial statements audited and certified by an 

independent public accountant), in violation of Section 13(a) of the Exchange Act 

[15 U.S.C. § 78m(a)] and Rule 13a-11 [17 C.F.R. § 240.13a-11] thereunder; and 

iii. accurate and complete quarterly reports with the Commission on Forms 10-Q that 

include interim financial statements reviewed by an independent public accountant 

(which Rule 10-01(d) of Regulation S-X [17 C.F.R. § 210.10-01(d)] also requires 

the interim financial statements included in a Form 10-Q to be reviewed by an 

independent public accountant), in violation of Section 13(a) of the Exchange Act 

[15 U.S.C. § 78m(a)] and Rule 13a-13 [17 C.F.R. § 240.13a-13] 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). 

C. 

Aiding and Abetting Any Violation of Section 15(d) of the Exchange Act [15 U.S.C. § 
78o(d)] and Rules 15d-1 and 15d-13 [17 C.F.R. §§ 240.15d-1 and 240.15d-13] thereunder 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendant is permanently restrained and enjoined from aiding and abetting any violation of 

Section 15(d) of the Exchange Act [15 U.S.C. §78o(d)] and Rules 15d-1 and 15d-13 [17 C.F.R. 

§§ 240.15d-1 and 240.15d-13] thereunder, by failing to be independent in accordance with Rule 

Case 1:23-cv-23723-RNS   Document 41-3   Entered on FLSD Docket 09/17/2024   Page 4 of 10



4 

2-01(b) of Regulation S-X [17 C.F.R. § 210.2-01(b)] and by knowingly or recklessly providing 

substantial assistance to an issuer reporting under Section 15(d) of the Exchange Act [15 U.S.C. § 

78o(d)] either voluntarily or due to an effective registration statement under the Securities Act of 

1933 (“Securities Act”) that fails to file: 

i. accurate and complete reports with the Commission, which are required by Section 

13(a) of the Exchange Act [15 U.S.C. § 78m(a)] for each class of securities covered 

by an effective registration statement under the Securities Act, including annual 

reports on Forms 10-K or 20-F that include financial statements audited and 

certified by an independent public accountant, in violation of Section 15(d) of the 

Exchange Act [15 U.S.C. §78o(d)] and Rule 15d-1 [17 C.F.R. § 240.15d-1] 

thereunder; and 

ii. accurate and complete reports with the Commission, which are required by Section 

13(a) of the Exchange Act [15 U.S.C. § 78m(a)] for each class of securities covered 

by an effective registration statement under the Securities Act, including quarterly 

reports on Forms 10-Q that include interim financial statements reviewed by an 

independent public accountant (which Rule 10-01(d) of Regulation S-X [17 C.F.R. 

§ 210.10-01(d)] also requires the interim financial statements included in a Form 

10-Q to be reviewed by an independent public accountant), in violation of Section 

15(d) of the Exchange Act [15 U.S.C. §78o(d)] and Rule 15d-13 [17 C.F.R. § 

240.15d-13] 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 

Case 1:23-cv-23723-RNS   Document 41-3   Entered on FLSD Docket 09/17/2024   Page 5 of 10



5 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

D. 

Exchange Act Rule 17a-5(i) [17 C.F.R. § 240.17a-5(i)] 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendant is permanently restrained and enjoined from violating, directly or indirectly, Exchange 

Act Rule 17a-5(i) [17 C.F.R. § 240.17a-5(i)], by failing to be independent in accordance with Rule 

2-01(b) of Regulation S-X [17 C.F.R. § 210.2-01(b)] (as Exchange Act Rule 17a-5(f)(1) [17 C.F.R. 

§ 240.17a-5(f)(1)] requires an independent public accountant to “be qualified and independent in 

accordance with” Rule 2-01 of Regulation S-X [17 C.F.R. § 210.2-01]) and violating the 

accountant’s reports provisions of Exchange Act Rule 17a-5 [17 C.F.R. § 240.17a-5], by 

misstating as to audits included in accountant’s reports (which certify the financial statements and 

which Defendant provides to registered broker-dealer clients who then make filings with the 

Commission that include or incorporate by reference those accountant’s reports) that those audits 

the Defendant conducts on behalf of those registered broker-dealer clients are conducted by an 

independent registered public accounting firm in accordance with the applicable professional 

standards.  

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). 

Case 1:23-cv-23723-RNS   Document 41-3   Entered on FLSD Docket 09/17/2024   Page 6 of 10



6 

E. 

Aiding and Abetting Violations of Section 17(a) of the Exchange Act [15 U.S.C. § 78q(a)] 
and Rule 17a-5 [17 C.F.R. § 240.17a-5] thereunder 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendant is permanently restrained and enjoined from aiding and abetting any violation of 

Section 17(a) of the Exchange Act [15 U.S.C. § 78q(a)] and Rule 17a-5 [17 C.F.R. § 240.17a-5] 

thereunder, by failing to be independent in accordance with Rule 2-01(b) of Regulation S-X [17 

C.F.R. § 210.2-01(b)] (as Exchange Act Rule 17a-5(f)(1) [17 C.F.R. § 240.17a-5(f)(1)] requires 

an independent public accountant to “be qualified and independent in accordance with” Rule 2-01 

of Regulation S-X [17 C.F.R. § 210.2-01]) and by knowingly or recklessly providing substantial 

assistance to a registered broker-dealer that fails to file accurate and complete annual reports with 

the Commission containing financial statements audited and certified by an independent public 

accountant in accordance with applicable professional standards, in violation of Section 17(a) of 

the Exchange Act [15 U.S.C. § 78q(a)] and Rule 17a-5 [17 C.F.R. § 240.17a-5] 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). 

F. 

Aiding and Abetting Violations of Section 206(4) of the Investment Advisers Act of 1940 
(“Advisers Act”) [15 U.S.C. § 80b-6(4)] and Rule 206(4)-2  

[17 C.F.R. § 275.206(4)-2] thereunder 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendant is permanently restrained and enjoined from aiding and abetting any violation of 

Case 1:23-cv-23723-RNS   Document 41-3   Entered on FLSD Docket 09/17/2024   Page 7 of 10



7 

Section 206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and Rule 206(4)-2 [17 C.F.R. § 

275.206(4)-2] thereunder, by failing to be independent in accordance with Rule 2-01(b) of 

Regulation S-X [17 C.F.R. § 210.2-01(b)] (as Advisers Act Rule 206(4)-2(d)(3) [17 C.F.R. § 

275.206(4)-2(d)(3)] defines an independent public accountant as “a public accountant that meets 

the standards of independence described in rule 2-01(b) and (c) of Regulation S-X” [17 C.F.R. § 

210.2-01(b) and (c)]) and by knowingly or recklessly providing substantial assistance to a 

registered investment adviser that fails to file accurate and complete Forms ADV-E with the 

Commission attaching surprise examination reports for examinations of client assets in the custody 

of an investment adviser, in violation of Section 206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] 

and Rule 206(4)-2 [17 C.F.R. § 275.206(4)-2] thereunder, which require, among other things, that 

(i) client funds and securities be maintained with a qualified custodian, and (ii) those client funds 

and securities over which the investment adviser has custody be verified through an annual surprise 

examination by an independent public accountant. 

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. 

DISGORGEMENT, PREJUDGMENT INTEREST, AND CIVIL PENALTY 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is liable 

for disgorgement of $172,728.19, representing net profits gained as a result of the conduct alleged 

in the Complaint, together with prejudgment interest thereon in the amount of $27,486.64.  The 

Case 1:23-cv-23723-RNS   Document 41-3   Entered on FLSD Docket 09/17/2024   Page 8 of 10



8 

Court finds that sending the disgorged funds to the United States Treasury, as ordered below, is 

consistent with equitable principles.  The Court further imposes a civil penalty in the amount of 

$980,000, pursuant to Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)] and Section 

209(e) of the Advisers Act [15 U.S.C. § 80b-9(e)].  Defendant shall satisfy these obligations by 

paying $1,180,214.83 to the Securities and Exchange Commission within 30 days after entry of 

this Final Judgment. 

Defendant 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.  Defendant may also pay 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; Prager Metis CPAs, LLC as a defendant in this action; and specifying that payment is 

made pursuant to this Final Judgment. 

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 to 

this Final Judgment to the United States Treasury. 

Case 1:23-cv-23723-RNS   Document 41-3   Entered on FLSD Docket 09/17/2024   Page 9 of 10

http://www.sec.gov/about/offices/ofm.htm
http://www.sec.gov/about/offices/ofm.htm


9 

The Commission may enforce the Court’s judgment for disgorgement and prejudgment 

interest by using all collection procedures authorized by law, including, but not limited to, moving 

for civil contempt at any time after 30 days following entry of this Final Judgment.  The 

Commission may enforce the Court’s judgment for penalties by the use of all collection procedures 

authorized by law, including the Federal Debt Collection Procedures Act, 28 U.S.C. § 3001 et seq., 

and moving for civil contempt for the violation of any Court orders issued in this action. 

Defendant shall pay post judgment interest on any amounts due after 30 days of the entry 

of this Final Judgment pursuant to 28 U.S.C. § 1961. 

III. 

INCORPORATION OF CONSENT 

 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. 

RETENTION OF JURISDICTION 

 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. 

 DONE AND ORDERED, in Miami, Florida, on ______________, 2024. 

 

________________________________ 
UNITED STATES DISTRICT JUDGE 

 
Copies to: 
Counsel of record 
 

Case 1:23-cv-23723-RNS   Document 41-3   Entered on FLSD Docket 09/17/2024   Page 10 of 10



EXHIBIT 4 

Case 1:23-cv-23723-RNS   Document 41-4   Entered on FLSD Docket 09/17/2024   Page 1 of 7



1 

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF FLORIDA 

 
CASE NO. 1:23-cv-23723-RNS 

 
SECURITIES AND EXCHANGE COMMISSION, 
 

Plaintiff,  
 
v.  
 
PRAGER METIS CPAs, LLC, 
and PRAGER METIS CPAs LLP, 
 

Defendants. 
____________________________________________/ 
 

FINAL JUDGMENT AS TO DEFENDANT PRAGER METIS CPAs LLP 

 The Securities and Exchange Commission (“SEC” or “Commission”) having filed a 

Complaint, and Defendant Prager Metis CPAs LLP (“Defendant” or “Prager Metis LLP”) 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); waived findings of fact and conclusions of 

law; and waived any right to appeal from this Final Judgment: 

 I. 

PERMANENT INJUNCTIVE RELIEF 

A. 

Rule 2-02(b) of Regulation S-X [17 C.F.R. § 210.2-02(b)] 

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is 

permanently restrained and enjoined from violating, directly or indirectly, Rule 2-02(b) of 

Regulation S-X [17 C.F.R. § 210.2-02(b)], by failing to be independent in accordance with Rule 

Case 1:23-cv-23723-RNS   Document 41-4   Entered on FLSD Docket 09/17/2024   Page 2 of 7



2 

2-01(b) of Regulation S-X [17 C.F.R. § 210.2-01(b)] and violating the accountant’s reports 

provisions of Rule 2-02(b) of Regulation S-X [17 C.F.R. § 210.2-02(b)], by misstating as to audits 

included in accountant’s reports (which certify financial statements and which Defendant provides 

to issuer clients who then make filings with the Commission that include or incorporate by 

reference those accountant’s reports) that those audits the Defendant conducts on behalf of those 

issuer clients are conducted by an independent registered public accounting firm in accordance 

with the applicable professional standards.  

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). 

B. 

Aiding and Abetting Any Violation of Section 13(a) of the Securities Exchange Act of 1934 
(“Exchange Act”) [15 U.S.C. § 78m(a)] and Rules 13a-1 and 13a-13 [17 C.F.R. §§ 240.13a-1 

and 240.13a-13] thereunder 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendant is permanently restrained and enjoined from aiding and abetting any violation of 

Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 13a-1 and 13a-13 [17 C.F.R. 

§§ 240.13a-1 and 240.13a-13] thereunder, by failing to be independent in accordance with Rule 2-

01(b) of Regulation S-X [17 C.F.R. § 210.2-01(b)] and by knowingly or recklessly providing 

substantial assistance to an issuer with securities registered under Section 12 of the Exchange Act 

[15 U.S.C. § 78l] that fails to file: 

i. accurate and complete annual reports with the Commission on Forms 10-K or 20-

F that include financial statements audited and certified by an independent public 

Case 1:23-cv-23723-RNS   Document 41-4   Entered on FLSD Docket 09/17/2024   Page 3 of 7



3 

accountant, in violation of Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] 

and Rule 13a-1 [17 C.F.R. § 240.13a-1] thereunder; and 

ii. accurate and complete quarterly reports with the Commission on Forms 10-Q that 

include interim financial statements reviewed by an independent public accountant 

(which Rule 10-01(d) of Regulation S-X [17 C.F.R. § 210.10-01(d)] also requires 

the interim financial statements included in a Form 10-Q to be reviewed by an 

independent public accountant), in violation of Section 13(a) of the Exchange Act 

[15 U.S.C. § 78m(a)] and Rule 13a-13 [17 C.F.R. § 240.13a-13] 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). 

C. 

Aiding and Abetting Any Violation of Section 15(d) of the Exchange Act [15 U.S.C. § 
78o(d)] and Rules 15d-1 and 15d-13 [17 C.F.R. §§ 240.15d-1 and 240.15d-13] thereunder 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendant is permanently restrained and enjoined from aiding and abetting any violation of 

Section 15(d) of the Exchange Act [15 U.S.C. §78o(d)] and Rules 15d-1 and 15d-13 [17 C.F.R. 

§§ 240.15d-1 and 240.15d-13] thereunder, by failing to be independent in accordance with Rule 

2-01(b) of Regulation S-X [17 C.F.R. § 210.2-01(b)] and by knowingly or recklessly providing 

substantial assistance to an issuer reporting under Section 15(d) of the Exchange Act [15 U.S.C. § 

78o(d)] either voluntarily or due to an effective registration statement under the Securities Act of 

1933 (“Securities Act”) that fails to file: 

Case 1:23-cv-23723-RNS   Document 41-4   Entered on FLSD Docket 09/17/2024   Page 4 of 7



4 

i. accurate and complete reports with the Commission, which are required by Section 

13(a) of the Exchange Act [15 U.S.C. § 78m(a)] for each class of securities covered 

by an effective registration statement under the Securities Act, including annual 

reports on Forms 10-K or 20-F that include financial statements audited and 

certified by an independent public accountant, in violation of Section 15(d) of the 

Exchange Act [15 U.S.C. §78o(d)] and Rule 15d-1 [17 C.F.R. § 240.15d-1] 

thereunder; and 

ii. accurate and complete reports with the Commission, which are required by Section 

13(a) of the Exchange Act [15 U.S.C. § 78m(a)] for each class of securities covered 

by an effective registration statement under the Securities Act, including quarterly 

reports on Forms 10-Q that include interim financial statements reviewed by an 

independent public accountant (which Rule 10-01(d) of Regulation S-X [17 C.F.R. 

§ 210.10-01(d)] also requires the interim financial statements included in a Form 

10-Q to be reviewed by an independent public accountant), in violation of Section 

15(d) of the Exchange Act [15 U.S.C. §78o(d)] and Rule 15d-13 [17 C.F.R. § 

240.15d-13] 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). 

Case 1:23-cv-23723-RNS   Document 41-4   Entered on FLSD Docket 09/17/2024   Page 5 of 7



5 

II. 

DISGORGEMENT, PREJUDGMENT INTEREST, AND CIVIL PENALTY 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is liable 

for disgorgement of $3,868.90, representing net profits gained as a result of the conduct alleged in 

the Complaint, together with prejudgment interest thereon in the amount of $916.27.  The Court 

finds that sending the disgorged funds to the United States Treasury, as ordered below, is consistent 

with equitable principles.  The Court further imposes a civil penalty in the amount of $20,000, 

pursuant to Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)].  Defendant shall satisfy 

these obligations by paying $24,785.17 to the Securities and Exchange Commission within 30 

days after entry of this Final Judgment. 

Defendant 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.  Defendant may also pay 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; Prager Metis CPAs LLP as a defendant in this action; and specifying that payment is 

made pursuant to this Final Judgment. 

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, 

Case 1:23-cv-23723-RNS   Document 41-4   Entered on FLSD Docket 09/17/2024   Page 6 of 7



6 

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 to 

this Final Judgment to the United States Treasury. 

The Commission may enforce the Court’s judgment for disgorgement and prejudgment 

interest by using all collection procedures authorized by law, including, but not limited to, moving 

for civil contempt at any time after 30 days following entry of this Final Judgment.  The 

Commission may enforce the Court’s judgment for penalties by the use of all collection procedures 

authorized by law, including the Federal Debt Collection Procedures Act, 28 U.S.C. § 3001 et seq., 

and moving for civil contempt for the violation of any Court orders issued in this action. 

Defendant shall pay post judgment interest on any amounts due after 30 days of the entry 

of this Final Judgment pursuant to 28 U.S.C. § 1961. 

III. 

INCORPORATION OF CONSENT 

 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. 

RETENTION OF JURISDICTION 

 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. 

DONE AND ORDERED, in Miami, Florida, on ______________, 2024. 

________________________________ 
UNITED STATES DISTRICT JUDGE 

Copies to: 
Counsel of record 

Case 1:23-cv-23723-RNS   Document 41-4   Entered on FLSD Docket 09/17/2024   Page 7 of 7


	DE 41 Plaintiff's Unopposed Motion for Entry of Final Judgments Against Defendants Prager Metis CPAs, LLC, and Prager Metis CPAs LLP
	DE 41-1 Ex. 1 Consent of Defendant Prager Metis CPAs LLC to Final Judgment
	DE 41-2 Ex.2 Consent of Defendant Prager Metis CPAs LLP to Final Judgment
	DE 41-3 Ex. 3 [Proposed] Final Judgment as to Defendant Prager Metis CPAs LLC
	DE 41-4 Ex. 4 [Proposed] Final Judgment as to Defendant Prager Metis CPAs LLP