Lr20508 Adf Pi
Lr20508 Adf Pi, No. 3:06-CV-06384-MHP (Mar. 24, 2008)
summary
Andrew D. Feldman consented to a permanent injunction without admitting or denying allegations that he committed securities fraud by falsifying records, circumventing internal controls, interfering with auditors, and aiding reporting violations, and was ordered to disgorge $289,507 in ill-gotten gains plus $106,589 in prejudgment interest, totaling $396,096, to the SEC for transfer to the U.S. Treasury.
paragraph
Andrew D. Feldman was permanently enjoined by court order from violating Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934, along with Rules 10b-5, 13b2-1, and 13b2-2, for engaging in fraud, falsifying books and records, circumventing internal controls, and interfering with auditors. He was also found liable for aiding and abetting violations of reporting requirements under Sections 13(a) and 13(b)(2)(A). As part of the settlement, Feldman agreed to disgorge $289,507 in ill-gotten gains and pay $106,589 in prejudgment interest, totaling $396,096, to be remitted to the U.S. Treasury via the SEC, and the court retained jurisdiction to enforce compliance and impose post-judgment interest on delinquent payments.
narrative
Andrew D. Feldman consented to a permanent injunction in a U.S. Securities and Exchange Commission enforcement action without admitting or denying the allegations, waiving his right to appeal and findings of fact. The SEC alleged that Feldman violated Section 10(b) and Rule 10b-5 by employing devices to defraud, making materially false or misleading statements, and engaging in deceptive practices in connection with securities transactions. He was also found to have violated Section 13(b)(5) and Rules 13b2-1 and 13b2-2 by knowingly falsifying or causing the falsification of books and records, circumventing internal accounting controls, and making materially false statements to accountants. Additionally, Feldman was held liable for aiding and abetting violations of Sections 13(a) and 13(b)(2)(A) by providing substantial assistance to an issuer that failed to file required reports or filed misleading documents. As part of the court’s final order, Feldman was required to disgorge $289,507 in ill-gotten gains and pay $106,589 in prejudgment interest, totaling $396,096, to be paid to the SEC for transfer to the U.S. Treasury. The court retained jurisdiction to enforce the injunction, imposed post-judgment interest under 28 U.S.C. § 1961 on any delinquent amounts, and ordered immediate entry of final judgment under Rule 54(b).
Classified accounting-fraud(confidence 97%). EDGAR detection: forms 10-K/10-Q/8-K/NT 10-K· recall 80% / precision 48%. detection rule →
Statutes
15 U.S.C. § 78j(b)15 U.S.C. § 78m(b)28 U.S.C. § 196117 C.F.R. § 240.10b-5Section 10(b) of the Securities Exchange ActRule 10b-5
Parties
Securities and Exchange Commission
Keywords
adf
Extracted insights
Entities 2
- agency Securities and Exchange Commission
- organization Securities and Exchange Commission
Triples 5
- Securities and Exchange Commission filed a First Amended Complaint against Andrew D. Feldman and other defendants
- Andrew D. Feldman consented to the Court's jurisdiction over himself and the subject matter of this action
- Andrew D. Feldman waived findings of fact and conclusions of law and waived any right to appeal from this Order of Permanent Injunction
- Andrew D. Feldman is permanently restrained and enjoined from violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
- Andrew D. Feldman is permanently restrained and enjoined from violating Section 13(b)(5) of the Exchange Act and Rules 13b2-1 and 13b2-2
PDF
Text layers
Extracted body text (140c)
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OCR text (10,072c · tika · 95% conf)
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__________________________________________
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Case 3:06-cv-06384-CRB Document 92-4 Filed 03/24/2008 Page 1 of 5
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN FRANCISCO DIVISION
SECURITIES AND EXCHANGE Case No. C 06-6384 CRB
COMMISSION,
Plaintiff,
v.
ROMULUS S. PEREIRA,
ROBERT B. STANTON,
L. JOHN KERN,
ANDREW D. FELDMAN,
WILLIAM F. McFARLAND,
LORI H. CORNMESSER,
Defendants.
ORDER OF PERMANENT INJUNCTION
AND OTHER RELIEF AGAINST ANDREW D. FELDMAN
The Court finds that Plaintiff, Securities and Exchange Commission (“Commission”), has
filed a First Amended Complaint; and Defendant Andrew D. Feldman has entered a general
appearance, consented to the Court’s jurisdiction over him personally and over the subject matter
of this action, consented to the entry of this Order of Permanent Injunction and Other Relief
against Andrew D. Feldman (referred to as “Order of Permanent Injunction”) without admitting
or denying the allegations of the First Amended Complaint (except as to jurisdiction), waived
findings of fact and conclusions of law, and waived any right to appeal from this Order of
Permanent Injunction.
I.
IT IS ORDERED, ADJUDGED AND DECREED, that Andrew D. Feldman and his
agents, servants, employees, attorneys, and all persons in active concert or participation with him
who receive actual notice of this Order of Permanent Injunction by personal service or otherwise
Feldman Permanent Injunction Case No. C 06-6384
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Case 3:06-cv-06384-CRB Document 92-4 Filed 03/24/2008 Page 2 of 5
are permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) of
the Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5
promulgated thereunder [17 C.F.R. § 240.10b-5], by using any means or instrumentality of
interstate commerce, or of the mails, or of any facility of any national securities exchange, in
connection with the purchase or sale of any security:
(a) to employ any device, scheme, or artifice to defraud;
(b) to make any untrue statement of a material fact or to omit to state a material fact
necessary in order to make the statements made, in the light of the circumstances
under which they were made, not misleading; or
(c) to engage in any act, practice, or course of business which operates or would
operate as a fraud or deceit upon any person.
II.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Andrew D. Feldman
and his agents, servants, employees, attorneys, and all persons in active concert or participation
with him who receive actual notice of this Order of Permanent Injunction by personal service or
otherwise are permanently restrained and enjoined from violating, directly or indirectly, Section
13(b)(5) of the Exchange Act [15 U.S.C. § 78m(b)(5)] and Rules 13b2-1 and 13b2-2
promulgated thereunder [17 C.F.R. §§ 240.13b2-1 and 240.13b2-2] by:
(a) knowingly circumventing or knowingly failing to implement a system of internal
accounting controls, or knowingly falsifying any book, record or account
described in Section 13(b)(2) of the Exchange Act [15 U.S.C. § 78m(b)(2)]; or
(b) directly or indirectly falsifying or causing to be falsified any book, record or
account subject to Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. §
78m(b)(2)(A)]; or
(c) directly or indirectly making or causing to be made a materially false or
misleading statement, or omitting to state or causing another person to omit to
state any material fact, to an accountant in connection with any audit, review or
examination of the financial statements of an issuer or company, or the
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Case 3:06-cv-06384-CRB Document 92-4 Filed 03/24/2008 Page 3 of 5
preparation or filing of any document or report required to be filed with the
Commission; or
(d) directly or indirectly taking any action to coerce, manipulate, mislead, or
fraudulently influence any independent public or certified public accountant
engaged in the performance of an audit or review of financial statements of an
issuer that are required to be filed with the Commission where that person knew
or should have known that such action, if successful, could result in rendering the
issuer’s financial statements materially misleading.
III.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Andrew D. Feldman
and his agents, servants, employees, attorneys, and all persons in active concert or participation
with him who receive actual notice of this Order of Permanent Injunction by personal service or
otherwise are permanently restrained and enjoined from aiding and abetting any violation of
Sections 13(a) and 13(b)(2)(A) of the Exchange Act [15 U.S.C. §§ 78m(a), 78m(b)(2)(A), and
78m(b)(2)(B)(ii)] and Rules 12b-20, 13a-1, and 13a-13 thereunder [17 C.F.R. §§ 240.12b-20,
240.13a-1, and 240.13a-13], by knowingly providing substantial assistance to an issuer that:
(a) fails to file with the Commission such information, documents, or annual,
quarterly or periodic reports that the Commission may require or prescribe
pursuant to Section 13(a) of the Exchange Act or any of the rules, regulations or
forms promulgated thereunder; or
(b) files with the Commission any information, document, or report, that contains any
untrue statement of a material fact, omits any material information, or otherwise
fails to comply with the provisions of Section 13(a) of the Exchange Act or any of
the rules, regulations or forms thereunder; or
(c) fails to add or include, in addition to the information expressly required to be
included in a statement or report, such further material information as may be
necessary to make the required statements, in the light of the circumstances under
which they were made, not misleading; or
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Case 3:06-cv-06384-CRB Document 92-4 Filed 03/24/2008 Page 4 of 5
(d) fails to make and keep books, records, and accounts, which, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the
issuer.
IV.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Andrew D. Feldman
is liable for disgorgement of $289,507 (two hundred and eighty-nine thousand, five hundred and
seven dollars), representing profits gained as a result of the conduct alleged in the Complaint,
together with prejudgment interest thereon in the amount of $106,589 (one hundred and six
thousand, five hundred and eighty-nine dollars), for a total of $396,096 (three hundred and
ninety-six thousand, ninety-six dollars). Andrew D. Feldman shall satisfy this obligation by
paying a total of $396,096 (three hundred and ninety-six thousand, ninety-six dollars) within ten
(10) business days after the date of entry of this Order of Permanent Injunction by certified
check, bank cashier’s check, United States postal money order or check drawn upon the trust
account of Latham & Watkins, LLP payable to the Securities and Exchange Commission. The
payment shall be delivered or mailed to the Office of Financial Management, Securities and
Exchange Commission, Operations Center, 6432 General Green Way, Mail Stop 0-3, Alexandria,
Virginia 22312, together with a cover letter identifying Andrew D. Feldman as a defendant in this
action, setting forth the title and civil action number of this action and the name of this Court,
and specifying that payment is made pursuant to this Order of Permanent Injunction. Andrew D.
Feldman shall simultaneously transmit photocopies of such payment and the transmittal letter to
the Securities and Exchange Commission’s attorney in this action. The Securities and Exchange
Commission shall remit the funds paid pursuant to this paragraph to the United States Treasury.
V.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Andrew D. Feldman
shall pay post-judgment interest on any delinquent amounts pursuant to 28 U.S.C. § 1961.
//
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Feldman Permanent Injunction Case No. C 06-6384
March 24
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Case 3:06-cv-06384-CRB Document 92-4 Filed 03/24/2008 Page 5 of 5
VI.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent of
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IT IS SO ORDERED
Judge Charles R. Breyer
Andrew D. Feldman is incorporated herein with the same force and effect as if fully set forth
herein, and that Andrew D. Feldman shall comply with all of the undertakings and agreements
set forth therein.
VII.
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 Order for Permanent
Injunction and Other Relief.
VIII.
There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil
Procedure, the Clerk is ordered to enter a final judgment forth with and without further notice.
Dated: ____________________, 2008
Charles R. Breyer
UNITED STATES DISTRICT JUDGE
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Feldman Permanent Injunction Case No. C 06-6384