SEC v. ARI J. LAUER, No. 2:22-CV-01726, Eastern District of California (Sept. 30, 2022) — Complaint

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DEAN M. CONWAY
(counsel for service)
SARRA CHO
Email:  [email protected]

Attorneys for Plaintiff
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
Telephone: (202) 551-4412
Facsimile: (202) 772-9245

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF CALIFORNIA
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,

vs.
ARI J.   LAUER,
Defendant.

 Case No.

COMPLAINT

JURY DEMAND
 Plaintiff, the United States Securities and Exchange Commission (“SEC” or
“Commission”),   for its Complaint alleges as follows:
JURISDICTION AND VENUE
1. The Court has jurisdiction over this action pursuant to Sections 20(b),
20(d)(1) and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C.
§§ 77t(b), 77t(d)(1) & 77v(a), and Sections 21(d)(1), 21(d)(3)(A), 21(e) and 27(a) of
the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d)(1),
78u(d)(3)(A), 78u(e) & 78aa(a).
2. Defendant has, directly or indirectly, made use of the means or
instrumentalities of interstate commerce, of the mails, or of the facilities of a national

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securities exchange in connection with the transactions, acts, practices and courses of
business alleged in this complaint.
3. Venue is proper in this district pursuant to Section 22(a) of the Securities
Act, 15 U.S.C. § 77v(a), and Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a)
because certain of the transactions, acts, practices and courses of conduct constituting
violations of the federal securities laws occurred within this district.  Defendant
committed many of the acts set forth in this Complaint in this district.  For example,
Lauer sent numerous documents via email to employees of DC Solar Solutions, Inc.,
which was located in this district.
SUMMARY
4. This case involves fraudulent securities offerings and a massive Ponzi
scheme that raked in over $910 million in investor funds.  The   scheme was
orchestrated by Jeffrey and Paulette Carpoff, who sold securities through their
privately held alternative energy companies DC Solar Solutions, Inc. (“DC
Solutions”) and DC Solar Distribution, Inc. (“DC Distribution”) (collectively, with
Jeffrey and Paulette Carpoff, “DC Solar”).  The Defendant in this action, Ari J. Lauer
(“Lauer”), played an important role in the scheme from its inception.
5. DC Solar, which was in the business of making, leasing, and operating
mobile solar generators (“Generators”), offered investment opportunities that
purportedly delivered   gains in the form of tax benefits, guaranteed lease payments,
and additional profits from the leasing of the Generators.  As part of the investment,
investors purchased Generators from DC Solutions and then immediately leased them
to DC Distribution.  DC Distribution was then supposed to sub-lease the Generators
to end-users.  DC Solar touted itself as a major player in its industry, with thousands
of Generators in the field, lucrative lease agreements with big customers yielding a
track record of consistent revenue, and extensive experience in making and
maintaining the Generators and finding customers for them.
6. That was all a sham.  In reality, thousands of the purportedly profitable

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Generators were never even manufactured, let alone put into use, and the vast
majority of alleged “revenue” sent to investors came from investor money, not from
actual lease payments from end-users of the Generators.
7. Lauer, an attorney licensed to practice law in California, advanced the
scheme by lending the imprimatur of a lawyer to the operation.  Despite knowing that
the lease revenue on which the investments depended was virtually non-existent,
Lauer papered the transactions on behalf of DC Solar and materially misled investors
about the true nature of the business and the amount of legitimate lease revenue.
Over the course of many years, he negotiated, drafted and provided transaction
documents to investors that promised payments based on revenue produced by DC
Distribution leasing the Generators to end-users, despite knowing that DC
Distribution was never able to lease the Generators on any scale and was dependent
on transfers of money from DC Solutions in order to meet its contractual lease
payments.
8. As a result of the conduct alleged herein, Defendant Lauer has violated
the antifraud provisions of the Securities Act and the Exchange Act.  Defendant
Lauer also aided and abetted Jeffrey Carpoff’s and Paulette Carpoff’s antifraud
violations.  The SEC seeks entry of permanent injunctions against Lauer as well as
disgorgement of ill-gotten gains and prejudgment interest thereon and civil money
penalties.
THE DEFENDANT
9. Ari J.   Lauer is a resident of Lafayette, CA.  He is licensed to practice
law in the State of California.  He served as outside counsel and the de facto General
Counsel of DC Solar from approximately 2009 through 2018.
RELATED INDIVIDUALS AND ENTITIES
10. Jeffrey P. Carpoff (“J. Carpoff”) was a resident of Martinez, CA during
the course of the scheme.  In addition to owning DC Solutions, J. Carpoff was the
President and a Director of DC Solutions and the Vice President and a Director of DC

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Distribution.  J. Carpoff is currently serving a 30-year sentence in federal prison
relating to the misconduct alleged herein.
11. Paulette Carpoff was a resident of Martinez, CA during the course of the
scheme period.  In addition to owning DC Distribution, Paulette Carpoff was the
President, Secretary, Treasurer, and a Director of DC Distribution and the Secretary,
Treasurer and a Director of DC Solutions.  She is currently serving a sentence of 11
years and three months in federal prison, relating to the misconduct alleged herein.
12. DC Solar Solutions, Inc. is  a California corporation headquartered in
Benicia, CA.  It was owned by J. Carpoff.  DC Solutions has never been registered
with the SEC in any capacity.  It filed for bankruptcy protection in early 2019 and is
currently in Chapter 7 proceedings.
13. DC Solar Distribution, Inc. is a California corporation headquartered in
Benicia, CA.  It was owned by Paulette   Carpoff.  DC Distribution has never been
registered with the SEC in any capacity.  It filed for bankruptcy protection in early
2019 and is currently in Chapter 7 proceedings.
14. Robert A. Karmann is a resident of Clayton, CA.  He was the CFO of
DC Solutions from late 2014 through 2018 after acting as its Controller.  As DC
Distribution did not have its own CFO and was closely affiliated with DC Solutions,
Karmann performed essentially the same CFO duties for DC Distribution as well.
During his time at DC Solutions, he   was licensed as a Certified Public Accountant in
California.  Karmann is currently serving a six-year sentence in federal prison,
relating to the misconduct alleged herein.
15. Ronald J. Roach is a resident of Walnut Creek, California.  Roach was a
certified public accountant and the owner of Ronald J. Roach Accountancy
Corporation.  He has held Series 6, 7, 63 and 65 securities licenses and was a
registered investment adviser and a registered representative.  Roach is scheduled to
be sentenced to federal prison on December 13, 2022, relating to the misconduct
alleged herein.

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FACTUAL ALLEGATIONS
A. Background on DC Solar
16. Jeffrey and Paulette Carpoff were the owners and principals of DC
Solutions and DC Distribution.  While DC Solutions and DC Distribution are two
separate legal entities, they operated from the same location and shared the same
management and employees.  DC Solar told investors that it “design[ed],
manufacture[d] and lease[d] renewable energy products to serve the off-grid needs of
a broad and diverse marketplace – while providing investors with access to the
renewable energy asset class.”
B. The DC Solar Securities Offerings
(1) The Solicitation of Investors
17. Since at least 2011 and continuing to December 2018, DC Solar offered
securities to investors.  The securities took the form of two types of investment
contracts: (1) Investment Fund Contracts and (2) Sale-Leaseback Contracts.  Under
both arrangements, the investors paid to purchase Generators from DC Solutions,
while simultaneously leasing them to DC Distribution.  DC Distribution would then
purportedly arrange to sub-lease the Generators to end-users.  Investors expected to
profit from their investments due to tax credits, depreciation on the Generators, and
lease payments.  Investors thus played an entirely passive role:  The success of the
venture, and thus the profits to investors and DC Solar, turned entirely on the efforts
of DC Solar to make, maintain, market, and lease the Generators.
18. Over the course of the offerings, DC Solar raised approximately $910
million in investor money.  These deals had face values of more than $2.7 billion
because investors in the Investment Fund Contracts financed approximately 70
percent of the amount of their investments through promissory notes.
19. DC Solar, directly and indirectly, solicited investors through brokers and
salespeople using various methods, including email, conference calls, and in-person
meetings.  DC Solar offered and sold Investment Fund Contracts and Sale-Leaseback

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Contracts through interstate commerce to investors throughout the United States.
(2) The Terms of the Investment Fund Contract Offerings
20. Investment Fund Contract investors executed a standard package of
agreements, including:  (i) a Limited Liability Company Agreement (“LLC
Agreement”); (ii) a Solar Equipment Purchase Agreement (“Purchase Agreement”);
(iii) a Secured Promissory Note (“Promissory Note”); and (iv) a Mobile Solar
Equipment Lease (“Equipment Lease”) (together the “Investment Fund Contracts”).
While the Investment Fund Contracts for certain deals had variations, they largely
had the same substantive terms.
21. Under the terms of the LLC Agreement, an investor became the
“Investor Member” of an Investment Fund Limited Liability Company (“Investment
Fund”), an entity created specifically for the purpose of the investment.  This
Investment Fund then purchased Generators from DC Solutions at   a price of
$150,000 per Generator under the Solar Equipment Purchase Agreement.  The
Purchase Agreement specified the total number of Generators being purchased as
well as the total purchase price.  An Exhibit to the Purchase Agreement contained a
blank space for the Vehicle Identification Numbers (“VINs”) for the Generators or
stated that “VIN for each Generator to be Supplied at Delivery.”  In exchange for the
payment, DC Solutions agreed to deliver the Generators by a certain date or dates and
warranted “to Buyer that all Equipment shall be in good working order in conformity
with the Specifications for a period” of five or ten years.
22. Investors generally contributed about thirty percent of the purchase price
in cash and financed the balance pursuant to a Promissory Note or Notes executed by
the Investment Fund in favor of DC Solutions.  The Promissory Note was an exhibit
to the Purchase Agreement.  Under the terms of the Promissory Notes, the Investment
Funds owed monthly payments on the Promissory Notes to DC Solutions.
23. Under the Investment Fund Contracts, the Generator business was
entirely managed and operated by DC Solar.  At the time an Investment Fund

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executed the Purchase Agreement with DC Solutions, the Investment Fund also
executed the Equipment Lease with DC Distribution for at least the first batch of
Generators being purchased.  Depending on the size of the transaction, as additional
tranches of Generators were manufactured, more Equipment Leases were executed.
Under the Equipment Leases, the Investment Funds leased their Generators to DC
Distribution for terms ranging up to 120 months.
24. The Equipment Leases further provided for a set amount of “Base Rent”
to be paid in advance to the Investment Fund in monthly installments for the term of
the lease as well as payment to the Investment Fund of “Additional Rent” or
“Variable Rent” to the extent DC Distribution received revenue from subleasing the
Generators in excess of a certain amount.  The amount of additional or variable rent
due to the Investment Fund varied depending on the deal and the calculation was
specified in the Equipment Lease.
25. The Investment Fund Contracts were structured such that there was a
flow of money between the Investment Funds and DC Solar, all of which was
contingent on the Generators generating significant sub-lease revenue from legitimate
end-users.  DC Distribution owed monthly lease payments to the Investment Funds
purportedly to be paid with the sub-lease revenue it received from third-party
customers.  The Investment Funds would then use the lease payments they received
from DC Distribution under the terms of the Equipment Leases to make monthly
payments due to DC Solutions under the terms of the Promissory Notes.  Investors
expected several benefits under the arrangement, including a thirty percent energy tax
credit and the ability to claim significant depreciation on the Generators.
26. In addition, investors expected to receive profits in the form of annual
cash distributions from the Investment Funds.  In general, the LLC Agreements stated
that “Distributable Cash,” defined as the amount of cash from lease revenue
remaining after loan payments and operating expenses, would be paid out to investors
on an annual basis.  Based on financial projections for the Investment Funds that

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were provided to investors, investors expected to receive these cash distributions.
27. From December 2011 through December 2018, DC Solar closed 34
Investment Fund Contracts involving 13 institutional investors, totaling about $2.57
billion in face value.  The investors made roughly $759 million in cash contributions
to their Investment Fund Contracts.
(3) The Terms of the Sale-Leaseback Contract Offerings
28. DC Solar began offering a second type of security, the Sale-Leaseback
Contracts, in around 2017.  Investors in the Sale-Leaseback Contracts typically
executed several agreements including: (i) a Sale Agreement; (ii) an Equipment
Lease Agreement; and (iii) a Schedule (collectively the “Sale-Leaseback Contracts”).
While the Sale-Leaseback Contracts for certain deals had minor variations in
wording, they largely had the same substantive terms.
29. The Sale-Leaseback Contracts differed from the Investment Fund
Contracts in that investors purchased the Generators outright from DC Solutions, or
in one instance another affiliate of DC Solar, without executing a Promissory Note.
Under the Sale Agreement, investors paid $150,000 for each Generator they
purchased.  The Generators were identified by VIN in an exhibit attached to that
Agreement.
30. Just as under the Investment Fund Contracts, under the Sale-Leaseback
Contracts the investors immediately leased the Generators back to DC Distribution
(or another affiliate of the Company)  in return for monthly payments purportedly to
be made from sub-lease payments.
31. The Schedule to the Lease Agreement set forth the term of the lease and
a set lease payment due to the investor each month from DC Distribution.  An
attachment to the Schedule identified the Generators by VIN.  In addition to the
monthly lease payments, most Sale-Leaseback Contract investors expected to be able
to take the 30 percent energy tax credit as well as depreciation on the Generators they
purchased.  In fact, the Sc  hedules in certain of the Sale-Leaseback Contracts

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specifically referenced the energy tax credit and depreciation and required DC
Distribution to use the Generators so as to remain eligible for those tax benefits.
Based on the combination of tax benefits and lease revenue, the Sale-Leaseback
Contract investors expected to earn a positive return and profit from these
transactions.
32. From 2017 through 2018, DC Solar completed seven Sale-Leaseback
Contracts involving four institutional investors, in transactions worth nearly $151
million.
(4) The Company’s Offerings Are Securities
33. DC Solar offered and sold the Investment Fund Contracts and Sale-
Leaseback Contracts through interstate commerce to investors located in multiple
states.
34. DC Solar’s    Investment Fund Contracts and Sale-Leaseback Contracts
are securities in the form of investment contracts.  They represented an investment of
money, in a common enterprise, with the expectation of profits to be derived from the
efforts of a third party.  Investors provided money to DC Solar for investment
purposes.  Because the terms of the Investment Fund Contracts and Sale-Leaseback
Contracts tied the fortunes of the investors to those of DC Solar and its ability to
manufacture the Generators and then sub-lease them to end-users at optimal rates,
investors were investing in a common enterprise.  And, because the terms of the
Investment Fund Contracts and Sale-Leaseback Contracts made investors entirely
dependent on DC Solar to manufacture, operate, maintain and sub-lease their
purported Generators, DC Solar’s efforts were essential to the success or failure of
the common enterprise.  Investors also had an expectation of profits from the tax
benefits and payment stream to be generated from the enterprise.
C. DC Solar Had Minimal Legitimate Lease Revenue Throughout the
Scheme
35. Lease revenue from end-users of the Generators was material to

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investors because it was the purported source of the funds that DC Distribution would
use to make lease payments to the Investment Funds and Sale-Leaseback Contract
investors.  Although DC Distribution purported to be earning millions each month in
lease revenue from end-users of the Generators, bank records show that DC
Distribution actually received only minimal amounts from end-users.  In fact, the vast
majority of funds flowing into DC Distribution’s bank accounts consisted of transfers
of investor funds from DC Solutions.
36. During the period from January 2013 through December 2018, a total of
about $409,930,000 was deposited into DC Distribution’s bank accounts.  Of that
amount, approximately $383,347,000 -- or 93.5% -- consisted of transfers from DC
Solutions’ bank accounts.  Another $8,268,000 -- or 2.0% -- consisted of transfers
from the bank accounts of different Investment Funds.  At most, $18,316,000 -- or
4.5% --    of the deposits to DC Distribution’s bank accounts during the time period
represented sub-lease payments from end-users of the Generators.
37. But, during this period, DC Distribution paid about $347,800,000 to
various Investment Funds and Sale-Leaseback Contract investors, most of which took
the form of “lease payments” owed under the operative Equipment Lease
Agreements.  Accordingly, DC Distribution’s payments were not funded by
legitimate sub-lease revenue, but instead by investor funds cycled through DC
Solutions, a material fact never disclosed to DC Solar’s investors.
D. Lauer Knowingly or Recklessly Participated in the Fraudulent Scheme
38. Unbeknownst to investors, most of the lease revenue paid to investors
consisted of funds from other investors, rather than lease income from legitimate end-
users of the Generators.  Lauer knowingly or recklessly took part in hiding these
material facts from investors and perpetuating DC Solar’s fraud.
(1) Lauer Knew About the Lack of Lease Revenue Throughout
the Scheme
39. From early in his tenure working with DC Solar, Lauer knew or was

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reckless in not knowing that DC Distribution was encountering difficulties in leasing
Generators to end-users and that it never earned the amount of lease revenue that it
claimed to earn.  Lauer also knew or was reckless in not knowing that in place of
actual lease revenue from end-users, DC Solutions used money from new investors to
secretly infuse DC Distribution’s bank account with cash, and that DC Distribution
relied on these regular infusions to make the lease payments it owed under the
various Equipment Lease Agreements.
40. Lauer was aware that as part of the purported mechanism of the
investments, investors relied on the lease payments from DC Distribution to make
monthly payments to DC Solutions under the terms of the Promissory Notes.  Thus,
Lauer knew or was reckless in not knowing that the purported revenue generated
from leasing the Generators was of vital importance in the eyes of investors.
41. Indeed, in February 2014, one of DC Solar’s existing investors asked for
information about DC Distribution’s underlying sub-leases with end-users and the
past performance of other Investment Funds because that investor was considering
making additional investments with DC Solar.  In response to a question from Lauer
about whether payment history for some of the sub-lessees could be provided, Roach
sent an email with an attachment containing a table of the payment history of each of
DC Distribution’s sub-lessees for 2012 and 2013.  Roach stated:  “I don’t think you
have ever seen this report.  As you can see we only have 5% of the leases from 3
rd

parties.  That obviously won’t work.”  The table in the attachment showed that nearly
all of the “lease” revenue for DC Distribution in 2012 and 2013 came from DC
Solutions.
42. Lauer responded by noting that Roach was “spot on” with saying that the
investor wanted “to see the underlying leases.”  Lauer added “[m]y concern in telling
[the investor] that we don’t have many underlying leases because of the nature of the
product etc. is that did we already tell him something to the contrary?”
43. Roach’s response acknowledged that J. Carpoff had misled the investor.

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Roach stated: “[y]es.  Jeff told them 80 to 90 percent of the trailers are leased out.  He
did not technically say anything that was not true.  But the fact that Solutions is
leasing several units has not been disclosed.  Another high wire act on our end.”
Roach was referring to the fact that, while the Generators were “technically” leased
out, J. Carpoff had omitted to also state to investors that DC Solutions was leasing the
vast majority of the Generators, rather than actual end-users, a fact necessary to make
his statement not misleading.  Thus, from at least February 2014, Lauer participated
in this “high wire act,” knowing that DC Solar was hiding from investors the truth
that the vast majority of DC Distribution’s purported lease revenue came from
investor money to make up for the lack of actual end-users.
44. Lauer remained aware of the continuing trouble DC Distribution had in
finding end-users to lease the Generators, and that DC Solutions therefore continued
to send regular infusions of investor money to DC Distribution.  For example, on
April 29, 2014, Roach copied Lauer, as well as the Carpoffs and Karmann, on an
email about the amounts that needed to be transferred so that DC Distribution could
make its lease payments to the Investment Funds.
45. On July 18, 2016, Roach emailed J. Carpoff and Lauer and wrote, “I
attached the Distribution Sub Lease activity and a summary analysis of all the activity
and the master leases for 2012-2015.”  There were five excel spreadsheets attached to
the email.  The first four showed the total amount of lease revenue generated by DC
Distribution broken down by customer for each year from 2012 through 2015.  The
last spreadsheet compared the amount of sub-lease revenue generated by DC
Distribution to the amount it owed under the leases it signed with the Investment
Funds.  The spreadsheet revealed that DC Distribution made just $2,157,606 from
sub-leasing the Generators to end-users from 2012 through 2015, while it owed
$57,094,008 to the Investment Funds.
46. On March 2, 2017, Roach again sent an email to Lauer, amongst others,
attaching excel spreadsheets that showed the amounts of sub-lease revenue generated

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by DC Distribution from 2013 through 2016.  Roach wrote:
I attached the DC Solar Distribution sub-lease activity for years 2013-2016.
The following are the amounts paid by DC Solar Solutions, Inc. to DC Solar
Distribution, Inc. on a re-rent basis for each of those years:
2013 -  $ 1,595,370
2014 -  13,975,770
2015 -  30,562,024
2016 -  61,545,737
The attached spreadsheets again showed that DC Distribution had generated minimal
amounts of sub-lease revenue from end-users of the Generators from 2013 through
2016, and that the vast majority of the money it received came from DC Solutions.
47. The problems with DC Solar’s business model due to the lack of lease
revenue from end-users was a consistent topic of conversation among those involved
in the scheme.  Lauer participated in numerous conversations with Roach, J. Carpoff,
and Karmann discussing the lack of lease revenue and/or the need to get new deals
done in order to make “lease” payments to prior investors.
(2)  Lauer Created and Sent Misleading Transaction Documents
in Furtherance of the Scheme
48. Despite his awareness of the lack of lease revenue, Lauer continued to
commit deceptive acts and assist others in committing deceptive acts throughout his
tenure working for DC Solar.  From the time he began working for DC Solar until the
implosion of the fraudulent scheme, Lauer was the primary counsel for DC Solar in
its dealings with investors.  He drafted the deal documents for every Investment
Contract that DC Solar sold, including the Investment Fund Contracts, the Sale
Leaseback Contracts, and the underlying leases between DC Distribution and the end-
users of the Generators.
49. Among the documents that Lauer drafted and then provided to investors
in the various transactions were the Equipment Leases.  In those Equipment Leases,

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DC Distribution committed to paying “Base Rent” as well as “Additional Rent” or
“Variable Rent.”  The Equipment Leases misleadingly omitted that any “Base Rent,”
“Additional Rent,”   or “Variable Rent” payments due to investors were contingent on
DC Solutions raising money from new investors because DC Distribution was
generating virtually no lease revenue from sub-leases with end-users.  Lauer knew
that the Equipment Leases would deceive investors because he knew that DC
Distribution was generating minimal amounts of legitimate lease revenue from end-
users.
50. Information about the amount of lease revenue being generated by DC
Distribution was critical to investors.  Investors would not have invested money if
they had known that the purported lease payments came from new investors
contributing money into the scheme rather than from real end-user lease revenue.
51. Lauer knew or was reckless in not knowing from at least February 2014
that DC Distribution was only earning a tiny fraction of the lease revenue that it
claimed to be earning.  Yet, from that time, Lauer continued to draft deal documents
and engage in deceptive communications with investors and prospective investors
resulting in investments worth over $2.5 billion.
(3) Lauer Knowingly or Recklessly Provided Misleading Lease
Information to Investors
52. Lauer repeatedly deceived prospective investors in countless meetings,
emails, and calls while cloaked with the credibility of acting as DC Solar’s external
counsel.  Lauer deceived investors when discussing the terms and structure of deals,
drafting the various agreements for the deals, and pretending that DC Solar was a
genuine and successful business.  In particular, Lauer never informed investors about
the lack of lease revenue, but instead provided fraudulent information to current and
prospective investors concerning purported leasing arrangements with end-users that
he knew to be false and misleading.
53. In one instance, Lauer sent a prospective investor (“Company 1”)   an

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“Estoppel Certificate” concerning a purported lease agreement between DC
Distribution and an end-user (“Lessee 1”) of certain of the Generators.  Company 1
was considering an investment in which it would purchase the Generators that were
purportedly leased to Lessee 1.  On its face, the Estoppel Certificate provided
Company 1 with certain warrants and representations from Lessee 1 that, among
other things, certified that Lessee 1 had timely and fully paid its lease obligations of
$1.1 million per month for the past two years, and would continue to make such
payments for the next 10 years pursuant to the lease.
54. At the time Lauer provided the Estoppel Certificate to Company 1, he
knew or was reckless in not knowing that Lessee 1 had not actually paid $1.1 million
per month in lease payments for the past two years.  In fact, just two months prior,
Lauer received information from Roach showing that Lessee 1 had paid a total of
about $1 million over the course of four years.  However, rather than inform
Company 1 about the true amount received, Lauer knowingly or recklessly provided
Company 1 with a false Estoppel Certificate, leading Company 1 to believe that
Lessee 1 had paid over $13 million each year for the past two years.  Company 1
thereafter entered into an investment with DC Solar worth over $34 million.
55. After Company 1 finalized its $34 million investment, J. Carpoff wired
$500,000 to Lauer as a reward for his part in successfully tricking Company 1 into
investing millions of dollars.
56. Lauer was also instrumental in drafting the documents for another end-
user (“Lessee 2”).  DC Solar touted the Lessee 2 lease agreements with several
investors, claiming Lessee 2 had agreed to lease hundreds of Generators for a term of
10 years.  At least three investors entered into Investment Contracts after DC Solar
represented that Lessee 2 would be the end-user leasing the Generators that the
investors would purchase as part of their investments.  In addition to the lease
agreements, DC Solar had several sponsorship and marketing agreements with Lessee
2, through which DC Solar paid millions each year to Lessee 2.  The amount that DC

COMPLAINT
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Solar paid in sponsorship was far greater than the amount Lessee 2 owed each month
in lease payments.  However, unbeknownst to investors, Lessee 2 and DC
Distribution had also executed an addendum to each lease agreement allowing Lessee
2 to terminate the lease after 5 years or at any time should DC Solar discontinue any
of the sponsorship or marketing agreements.  Lauer helped draft and reviewed drafts
of the addenda, but hid the actual facts and substances of the addenda from current
and prospective investors.
57. For example, when an investor (“Company 2”) was considering an
investment with DC Solar, Lauer was a key contact with Company 2.  Company 2’s
investment involved purchasing Generators that would then be sub-leased to Lessee
2.  During the days leading up to the closing of the investment, Company 2 emailed
Lauer a series of documents to review and asked to be informed if any changes
needed to be made.  Among the documents was a “Subleasing Consent and
Amendment,” whereby DC Distribution would agree, among other things, with
respect to its sublease with Lessee 2, not to modify the time for payment or to waive
performance in any material respect without the express prior written consent of
Company 2.  Based upon a form sub-lease with Lessee 2 that Lauer had provided to
Company 2, Company 2 believed the term of the sub-lease with Lessee 2 was 10
years.
58. The following day, Lessee 2 emailed Lauer a draft of an addendum to
the sublease between DC Distribution and Lessee 2, noting “Here is a draft of the
Addendum #1 to the sublease for your review.  It should look very similar to the
previous addendums.”  The attached addendum permitted Lessee 2 to terminate the
lease after 5 years, or at any time should DC Solar default on any of its sponsorship
agreements with Lessee 2.  Lauer knew or was reckless in not knowing that Company
2 was not aware of the terms of the Addendum, which permitted Lessee 2 to
terminate the lease and intentionally withheld this material change to the agreement
from Company 2.

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59. The Subleasing Consent and Amendment from Company 2 included an
“Acknowledgment” to be signed by Lessee 2, which provided that Lessee 2 would
not modify its sub-lease with DC Distribution without Company 2’s written consent.
However, as Lauer knew or was reckless in not knowing, Lessee 2 refused to sign the
Acknowledgment because it was concerned that it would need Company 2’s approval
for the rights already provided to Lessee 2 under the terms of Addendum #1.
60. Because Lauer and DC Solar intended to hide the terms of Addendum #1
from Company 2, Lauer misrepresented to Company 2 that Lessee 2 would not sign
the Acknowledgment because Lessee 2’s position was that “their business
relationship is with DC Solar, not [Company 2].”  In the end, Lauer convinced
Company 2 to settle for a letter from Lessee 2 stating that it was sub-leasing the
Generators that Company 2 was leasing to DC Distribution.  Lauer never told
Company 2 the true reason that Lessee 2 refused to sign the Acknowledgment.  Lauer
also never told Company 2 that Lessee 2 could terminate the sub-lease after 5 years
or at any time if DC Solar defaulted on its sponsorship agreements with Lessee 2.
Subsequent to the finalization of Company 2’s investment, J. Carpoff paid Lauer
another $500,000 for his role in securing the investment.
61. Similarly, when another investor (“Company 3”) was considering an
investment where it would purchase Generators that    Lessee 2 would sub-lease, Lauer
was one of the main contacts in answering questions from and providing information
to this prospective investor.  Company 3 had certain questions about the lease with
Lessee 2 and emailed Lauer a copy of the lease with certain portions high-lighted,
including a provision that indicated that the term of the lease was 10 years long.
Notwithstanding that Company 3 specifically pointed Lauer to the length of the lease,
Lauer knowingly or recklessly withheld information about the Addendum, which
allowed Lessee 2 to terminate the lease after 5 years or at any time should DC Solar
stop its sponsorship agreements with Lessee 2.
62. In addition, similar to Company 2, Company 3 also sent Lauer a “Notice

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and Acknowledgment of Collateral Assignment,” which provided that Lessee 2
would acknowledge and agree that it had irrevocably accepted the Generators for sub-
lease and that the term of the sub-lease was 10 years.  Lessee 2 refused to sign the
document.  In turn, Lauer misrepresented to Company 3 that Lessee 2 would not sign
the document because “[t]heir position is their relationship is with DC Solar...”
Lauer never told Company 3 the true reason why Lessee 2 refused to sign the
document because Lauer and DC Solar wanted to hide the actual terms of the
Addendum from Company 3.  In the end, Lauer sent Company 3 a copy of the
finalized sub-lease between DC Distribution and Lessee 2, but knowingly or
recklessly withheld the Addendum that modified the terms of the sub-lease.
63. Lauer’s deceptive acts perpetuated the fraudulent scheme for years.
Both new and existing investors purchased additional Investment Fund Contracts or
Sale-Leaseback Contracts during the period in which he falsely touted DC Solar’s
business and fraudulently papered the deals.
64. While investors were brazenly defrauded, Lauer profited handsomely
from his part in the DC Solar scheme.  Between January 2013 and December 2018,
Lauer received approximately $4.4 million in ill-gotten gains.
FIRST CLAIM FOR RELIEF
Fraud in Connection With the Sale of Securities
Violations of Section 10(b) of the Exchange Act
and Rule 10b-5  Thereunder

65. The SEC realleges and incorporates by reference paragraphs 1 through
64 above.
66. Defendant Ari J.   Lauer, by engaging in the conduct described above,
directly or indirectly, in connection with the purchase or sale of a security, by the use
of means or instrumentalities of interstate commerce, of the mails, or of the facilities
of a national securities exchange, with scienter:
a.   employed devices, schemes, or artifices to defraud;

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b. made untrue statements of a material fact or omitted to state a
material fact necessary in order to make the statements made, in
light of the circumstances under which they were made, not
misleading; or
c.   engaged in acts, practices, or courses of business which operated
or would operate as a fraud or deceit upon other persons.
67. By engaging in the conduct described above, Defendant Ari J.   Lauer
violated, and unless restrained and enjoined will continue to violate, Section 10(b) of
the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. §
240.10b-5].
SECOND CLAIM FOR RELIEF
Fraud in the Offer and Sale of Securities
Violations of Section 17(a) of the Securities Act

68. The SEC realleges and incorporates by reference paragraphs 1 through
64 above.
69. Defendant Ari J.   Lauer, by engaging in the conduct described above, in
the offer or sale of securities by the use of means or instruments of transportation or
communication in interstate commerce or by use of the mails, directly or indirectly:
a. with scienter, employed devices, schemes, or artifices to defraud;
b. obtained money or property by means of untrue statements of a
material fact or by omitting to state a material fact necessary in
order to make the statements made, in light of the circumstances
under which they were made, not misleading; or
c.   engaged in transactions, practices, or courses of business which
operated or would operate as a fraud or deceit upon the purchaser.
70. By engaging in the conduct described above, Defendant Ari J.   Lauer
violated, and unless restrained and enjoined will continue to violate, Section 17(a) of
the Securities Act [15 U.S.C. § 77q(a)].

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THIRD CLAIM FOR RELIEF
Aiding and Abetting Violations of Section 10(b) of the Exchange Act
and Rule 10b-5(b) Thereunder

71. The SEC realleges and incorporates by reference paragraphs 1 through
64 above.
72. By engaging in the conduct described above, Defendant Ari J. Lauer
knowingly or recklessly provided substantial assistance that aided and abetted,
pursuant to Section 20(e) of the Exchange Act, J. Carpoff’s and Paulette Carpoff’s
violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-
5(b) thereunder [17 C.F.R. § 240.10b-5(b)].
73. By engaging in the conduct described above, Defendant Ari J. Lauer
aided and abetted, and unless enjoined will continue to aid and abet, violations of
Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder
[17 C.F.R. § 240.10b-5(b)].
FOURTH CLAIM FOR RELIEF
Aiding and Abetting
Violations of Section 17(a)(2) of the Securities Act

74. The SEC realleges and incorporates by reference paragraphs 1 through
64 above.
75. By engaging in the conduct described above, Defendant Ari J. Lauer
knowingly or recklessly provided substantial assistance that aided and abetted,
pursuant to Section 20(e) of the Exchange Act, J. Carpoff’s and Paulette Carpoff’s
violations of Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)].
76. By engaging in the conduct described above, Defendant Ari J. Lauer
aided and abetted, and unless enjoined will continue to aid and abet, violations of
Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)].

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PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court:
I.
Issue judgments, in forms consistent with Fed. R. Civ. P. 65(d), permanently
enjoining Defendant, and his agents, servants, employees, and attorneys, and those
persons in active concert or participation with any of them, who receive actual notice
of the judgment by personal service or otherwise, and each of them, from violating
Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)], Section 10(b) of the
Exchange Act [15 U.S.C. §§ 78j(b)], and Rule 10b-5 thereunder [17 C.F.R. §
240.10b-5].
II.
Order Defendant to  disgorge all ill-gotten gains he received, together with
prejudgment interest thereon, pursuant to Exchange Act Sections 21(d)(5) and
21(d)(7) [15. U.S.C. §§ 78u(d)(5) and 78u(d)(7)].
III.
Order Defendant to pay civil penalties under Section 20(d) of the Securities
Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. §
78u(d)(3)].
IV.
Retain jurisdiction of this action in accordance with the principles of equity and
the Federal Rules of Civil Procedure in order to implement and carry out the terms of
all orders and decrees that may be entered, or to entertain any suitable application or
motion for additional relief within the jurisdiction of this Court.

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V.
Grant such other and further relief as this Court may determine to be just and
necessary.
Dated:  September 30, 2022

/s/ Dean M. Conway
Dean M. Conway
Sarra Cho
Attorneys for Plaintiff
Securities and Exchange Commission

COMPLAINT 1  
 

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DEAN M. CONWAY 
(counsel for service) 
SARRA CHO 
Email:  [email protected] 
 
 
Attorneys for Plaintiff 
Securities and Exchange Commission 
100 F Street NE 
Washington, DC 20549 
Telephone: (202) 551-4412 
Facsimile: (202) 772-9245 
 

UNITED STATES DISTRICT COURT 

EASTERN DISTRICT OF CALIFORNIA 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 
 

vs. 

ARI J. LAUER, 

Defendant. 
 

 Case No. 
 
COMPLAINT 
 

 
JURY DEMAND 

 Plaintiff, the United States Securities and Exchange Commission (“SEC” or 

“Commission”), for its Complaint alleges as follows: 

JURISDICTION AND VENUE 

1. The Court has jurisdiction over this action pursuant to Sections 20(b), 

20(d)(1) and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. 

§§ 77t(b), 77t(d)(1) & 77v(a), and Sections 21(d)(1), 21(d)(3)(A), 21(e) and 27(a) of 

the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d)(1), 

78u(d)(3)(A), 78u(e) & 78aa(a). 

2. Defendant has, directly or indirectly, made use of the means or 

instrumentalities of interstate commerce, of the mails, or of the facilities of a national 

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securities exchange in connection with the transactions, acts, practices and courses of 

business alleged in this complaint. 

3. Venue is proper in this district pursuant to Section 22(a) of the Securities 

Act, 15 U.S.C. § 77v(a), and Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a) 

because certain of the transactions, acts, practices and courses of conduct constituting 

violations of the federal securities laws occurred within this district.  Defendant 

committed many of the acts set forth in this Complaint in this district.  For example, 

Lauer sent numerous documents via email to employees of DC Solar Solutions, Inc., 

which was located in this district.   

SUMMARY 

4. This case involves fraudulent securities offerings and a massive Ponzi 

scheme that raked in over $910 million in investor funds.  The scheme was 

orchestrated by Jeffrey and Paulette Carpoff, who sold securities through their 

privately held alternative energy companies DC Solar Solutions, Inc. (“DC 

Solutions”) and DC Solar Distribution, Inc. (“DC Distribution”) (collectively, with 

Jeffrey and Paulette Carpoff, “DC Solar”).  The Defendant in this action, Ari J. Lauer 

(“Lauer”), played an important role in the scheme from its inception. 

5. DC Solar, which was in the business of making, leasing, and operating 

mobile solar generators (“Generators”), offered investment opportunities that 

purportedly delivered gains in the form of tax benefits, guaranteed lease payments, 

and additional profits from the leasing of the Generators.  As part of the investment, 

investors purchased Generators from DC Solutions and then immediately leased them 

to DC Distribution.  DC Distribution was then supposed to sub-lease the Generators 

to end-users.  DC Solar touted itself as a major player in its industry, with thousands 

of Generators in the field, lucrative lease agreements with big customers yielding a 

track record of consistent revenue, and extensive experience in making and 

maintaining the Generators and finding customers for them.   

6. That was all a sham.  In reality, thousands of the purportedly profitable 

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Generators were never even manufactured, let alone put into use, and the vast 

majority of alleged “revenue” sent to investors came from investor money, not from 

actual lease payments from end-users of the Generators.   

7. Lauer, an attorney licensed to practice law in California, advanced the 

scheme by lending the imprimatur of a lawyer to the operation.  Despite knowing that 

the lease revenue on which the investments depended was virtually non-existent, 

Lauer papered the transactions on behalf of DC Solar and materially misled investors 

about the true nature of the business and the amount of legitimate lease revenue.  

Over the course of many years, he negotiated, drafted and provided transaction 

documents to investors that promised payments based on revenue produced by DC 

Distribution leasing the Generators to end-users, despite knowing that DC 

Distribution was never able to lease the Generators on any scale and was dependent 

on transfers of money from DC Solutions in order to meet its contractual lease 

payments.   

8. As a result of the conduct alleged herein, Defendant Lauer has violated 

the antifraud provisions of the Securities Act and the Exchange Act.  Defendant 

Lauer also aided and abetted Jeffrey Carpoff’s and Paulette Carpoff’s antifraud 

violations.  The SEC seeks entry of permanent injunctions against Lauer as well as 

disgorgement of ill-gotten gains and prejudgment interest thereon and civil money 

penalties.   

THE DEFENDANT 

9. Ari J. Lauer is a resident of Lafayette, CA.  He is licensed to practice 

law in the State of California.  He served as outside counsel and the de facto General 

Counsel of DC Solar from approximately 2009 through 2018. 

RELATED INDIVIDUALS AND ENTITIES 

10. Jeffrey P. Carpoff (“J. Carpoff”) was a resident of Martinez, CA during 

the course of the scheme.  In addition to owning DC Solutions, J. Carpoff was the 

President and a Director of DC Solutions and the Vice President and a Director of DC 

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Distribution.  J. Carpoff is currently serving a 30-year sentence in federal prison 

relating to the misconduct alleged herein. 

11. Paulette Carpoff was a resident of Martinez, CA during the course of the 

scheme period.  In addition to owning DC Distribution, Paulette Carpoff was the 

President, Secretary, Treasurer, and a Director of DC Distribution and the Secretary, 

Treasurer and a Director of DC Solutions.  She is currently serving a sentence of 11 

years and three months in federal prison, relating to the misconduct alleged herein. 

12. DC Solar Solutions, Inc. is a California corporation headquartered in 

Benicia, CA.  It was owned by J. Carpoff.  DC Solutions has never been registered 

with the SEC in any capacity.  It filed for bankruptcy protection in early 2019 and is 

currently in Chapter 7 proceedings. 

13. DC Solar Distribution, Inc. is a California corporation headquartered in 

Benicia, CA.  It was owned by Paulette Carpoff.  DC Distribution has never been 

registered with the SEC in any capacity.  It filed for bankruptcy protection in early 

2019 and is currently in Chapter 7 proceedings. 

14. Robert A. Karmann is a resident of Clayton, CA.  He was the CFO of 

DC Solutions from late 2014 through 2018 after acting as its Controller.  As DC 

Distribution did not have its own CFO and was closely affiliated with DC Solutions, 

Karmann performed essentially the same CFO duties for DC Distribution as well.  

During his time at DC Solutions, he was licensed as a Certified Public Accountant in 

California.  Karmann is currently serving a six-year sentence in federal prison, 

relating to the misconduct alleged herein. 

15. Ronald J. Roach is a resident of Walnut Creek, California.  Roach was a 

certified public accountant and the owner of Ronald J. Roach Accountancy 

Corporation.  He has held Series 6, 7, 63 and 65 securities licenses and was a 

registered investment adviser and a registered representative.  Roach is scheduled to 

be sentenced to federal prison on December 13, 2022, relating to the misconduct 

alleged herein. 

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FACTUAL ALLEGATIONS 

A. Background on DC Solar 

16. Jeffrey and Paulette Carpoff were the owners and principals of DC 

Solutions and DC Distribution.  While DC Solutions and DC Distribution are two 

separate legal entities, they operated from the same location and shared the same 

management and employees.  DC Solar told investors that it “design[ed], 

manufacture[d] and lease[d] renewable energy products to serve the off-grid needs of 

a broad and diverse marketplace – while providing investors with access to the 

renewable energy asset class.”     

B. The DC Solar Securities Offerings 

(1) The Solicitation of Investors 

17. Since at least 2011 and continuing to December 2018, DC Solar offered 

securities to investors.  The securities took the form of two types of investment 

contracts: (1) Investment Fund Contracts and (2) Sale-Leaseback Contracts.  Under 

both arrangements, the investors paid to purchase Generators from DC Solutions, 

while simultaneously leasing them to DC Distribution.  DC Distribution would then 

purportedly arrange to sub-lease the Generators to end-users.  Investors expected to 

profit from their investments due to tax credits, depreciation on the Generators, and 

lease payments.  Investors thus played an entirely passive role:  The success of the 

venture, and thus the profits to investors and DC Solar, turned entirely on the efforts 

of DC Solar to make, maintain, market, and lease the Generators.    

18. Over the course of the offerings, DC Solar raised approximately $910 

million in investor money.  These deals had face values of more than $2.7 billion 

because investors in the Investment Fund Contracts financed approximately 70 

percent of the amount of their investments through promissory notes.   

19. DC Solar, directly and indirectly, solicited investors through brokers and 

salespeople using various methods, including email, conference calls, and in-person 

meetings.  DC Solar offered and sold Investment Fund Contracts and Sale-Leaseback 

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Contracts through interstate commerce to investors throughout the United States.   

(2) The Terms of the Investment Fund Contract Offerings 

20. Investment Fund Contract investors executed a standard package of 

agreements, including:  (i) a Limited Liability Company Agreement (“LLC 

Agreement”); (ii) a Solar Equipment Purchase Agreement (“Purchase Agreement”); 

(iii) a Secured Promissory Note (“Promissory Note”); and (iv) a Mobile Solar 

Equipment Lease (“Equipment Lease”) (together the “Investment Fund Contracts”).  

While the Investment Fund Contracts for certain deals had variations, they largely 

had the same substantive terms. 

21. Under the terms of the LLC Agreement, an investor became the 

“Investor Member” of an Investment Fund Limited Liability Company (“Investment 

Fund”), an entity created specifically for the purpose of the investment.  This 

Investment Fund then purchased Generators from DC Solutions at a price of 

$150,000 per Generator under the Solar Equipment Purchase Agreement.  The 

Purchase Agreement specified the total number of Generators being purchased as 

well as the total purchase price.  An Exhibit to the Purchase Agreement contained a 

blank space for the Vehicle Identification Numbers (“VINs”) for the Generators or 

stated that “VIN for each Generator to be Supplied at Delivery.”  In exchange for the 

payment, DC Solutions agreed to deliver the Generators by a certain date or dates and 

warranted “to Buyer that all Equipment shall be in good working order in conformity 

with the Specifications for a period” of five or ten years.   

22. Investors generally contributed about thirty percent of the purchase price 

in cash and financed the balance pursuant to a Promissory Note or Notes executed by 

the Investment Fund in favor of DC Solutions.  The Promissory Note was an exhibit 

to the Purchase Agreement.  Under the terms of the Promissory Notes, the Investment 

Funds owed monthly payments on the Promissory Notes to DC Solutions. 

23. Under the Investment Fund Contracts, the Generator business was 

entirely managed and operated by DC Solar.  At the time an Investment Fund 

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executed the Purchase Agreement with DC Solutions, the Investment Fund also 

executed the Equipment Lease with DC Distribution for at least the first batch of 

Generators being purchased.  Depending on the size of the transaction, as additional 

tranches of Generators were manufactured, more Equipment Leases were executed.  

Under the Equipment Leases, the Investment Funds leased their Generators to DC 

Distribution for terms ranging up to 120 months.   

24. The Equipment Leases further provided for a set amount of “Base Rent” 

to be paid in advance to the Investment Fund in monthly installments for the term of 

the lease as well as payment to the Investment Fund of “Additional Rent” or 

“Variable Rent” to the extent DC Distribution received revenue from subleasing the 

Generators in excess of a certain amount.  The amount of additional or variable rent 

due to the Investment Fund varied depending on the deal and the calculation was 

specified in the Equipment Lease. 

25. The Investment Fund Contracts were structured such that there was a 

flow of money between the Investment Funds and DC Solar, all of which was 

contingent on the Generators generating significant sub-lease revenue from legitimate 

end-users.  DC Distribution owed monthly lease payments to the Investment Funds 

purportedly to be paid with the sub-lease revenue it received from third-party 

customers.  The Investment Funds would then use the lease payments they received 

from DC Distribution under the terms of the Equipment Leases to make monthly 

payments due to DC Solutions under the terms of the Promissory Notes.  Investors 

expected several benefits under the arrangement, including a thirty percent energy tax 

credit and the ability to claim significant depreciation on the Generators.   

26. In addition, investors expected to receive profits in the form of annual 

cash distributions from the Investment Funds.  In general, the LLC Agreements stated 

that “Distributable Cash,” defined as the amount of cash from lease revenue 

remaining after loan payments and operating expenses, would be paid out to investors 

on an annual basis.  Based on financial projections for the Investment Funds that 

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COMPLAINT 8  
 

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were provided to investors, investors expected to receive these cash distributions.   

27. From December 2011 through December 2018, DC Solar closed 34 

Investment Fund Contracts involving 13 institutional investors, totaling about $2.57 

billion in face value.  The investors made roughly $759 million in cash contributions 

to their Investment Fund Contracts. 

(3) The Terms of the Sale-Leaseback Contract Offerings 

28. DC Solar began offering a second type of security, the Sale-Leaseback 

Contracts, in around 2017.  Investors in the Sale-Leaseback Contracts typically 

executed several agreements including: (i) a Sale Agreement; (ii) an Equipment 

Lease Agreement; and (iii) a Schedule (collectively the “Sale-Leaseback Contracts”).  

While the Sale-Leaseback Contracts for certain deals had minor variations in 

wording, they largely had the same substantive terms. 

29. The Sale-Leaseback Contracts differed from the Investment Fund 

Contracts in that investors purchased the Generators outright from DC Solutions, or 

in one instance another affiliate of DC Solar, without executing a Promissory Note.  

Under the Sale Agreement, investors paid $150,000 for each Generator they 

purchased.  The Generators were identified by VIN in an exhibit attached to that 

Agreement.   

30. Just as under the Investment Fund Contracts, under the Sale-Leaseback 

Contracts the investors immediately leased the Generators back to DC Distribution 

(or another affiliate of the Company) in return for monthly payments purportedly to 

be made from sub-lease payments.     

31. The Schedule to the Lease Agreement set forth the term of the lease and 

a set lease payment due to the investor each month from DC Distribution.  An 

attachment to the Schedule identified the Generators by VIN.  In addition to the 

monthly lease payments, most Sale-Leaseback Contract investors expected to be able 

to take the 30 percent energy tax credit as well as depreciation on the Generators they 

purchased.  In fact, the Schedules in certain of the Sale-Leaseback Contracts 

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COMPLAINT 9  
 

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specifically referenced the energy tax credit and depreciation and required DC 

Distribution to use the Generators so as to remain eligible for those tax benefits.  

Based on the combination of tax benefits and lease revenue, the Sale-Leaseback 

Contract investors expected to earn a positive return and profit from these 

transactions.   

32. From 2017 through 2018, DC Solar completed seven Sale-Leaseback 

Contracts involving four institutional investors, in transactions worth nearly $151 

million.   

(4) The Company’s Offerings Are Securities 

33. DC Solar offered and sold the Investment Fund Contracts and Sale-

Leaseback Contracts through interstate commerce to investors located in multiple 

states. 

34. DC Solar’s Investment Fund Contracts and Sale-Leaseback Contracts 

are securities in the form of investment contracts.  They represented an investment of 

money, in a common enterprise, with the expectation of profits to be derived from the 

efforts of a third party.  Investors provided money to DC Solar for investment 

purposes.  Because the terms of the Investment Fund Contracts and Sale-Leaseback 

Contracts tied the fortunes of the investors to those of DC Solar and its ability to 

manufacture the Generators and then sub-lease them to end-users at optimal rates, 

investors were investing in a common enterprise.  And, because the terms of the 

Investment Fund Contracts and Sale-Leaseback Contracts made investors entirely 

dependent on DC Solar to manufacture, operate, maintain and sub-lease their 

purported Generators, DC Solar’s efforts were essential to the success or failure of 

the common enterprise.  Investors also had an expectation of profits from the tax 

benefits and payment stream to be generated from the enterprise.   

C. DC Solar Had Minimal Legitimate Lease Revenue Throughout the 

Scheme 

35. Lease revenue from end-users of the Generators was material to 

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COMPLAINT 10  
 

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investors because it was the purported source of the funds that DC Distribution would 

use to make lease payments to the Investment Funds and Sale-Leaseback Contract 

investors.  Although DC Distribution purported to be earning millions each month in 

lease revenue from end-users of the Generators, bank records show that DC 

Distribution actually received only minimal amounts from end-users.  In fact, the vast 

majority of funds flowing into DC Distribution’s bank accounts consisted of transfers 

of investor funds from DC Solutions.   

36. During the period from January 2013 through December 2018, a total of 

about $409,930,000 was deposited into DC Distribution’s bank accounts.  Of that 

amount, approximately $383,347,000 -- or 93.5% -- consisted of transfers from DC 

Solutions’ bank accounts.  Another $8,268,000 -- or 2.0% -- consisted of transfers 

from the bank accounts of different Investment Funds.  At most, $18,316,000 -- or 

4.5% -- of the deposits to DC Distribution’s bank accounts during the time period 

represented sub-lease payments from end-users of the Generators. 

37. But, during this period, DC Distribution paid about $347,800,000 to 

various Investment Funds and Sale-Leaseback Contract investors, most of which took 

the form of “lease payments” owed under the operative Equipment Lease 

Agreements.  Accordingly, DC Distribution’s payments were not funded by 

legitimate sub-lease revenue, but instead by investor funds cycled through DC 

Solutions, a material fact never disclosed to DC Solar’s investors. 

D. Lauer Knowingly or Recklessly Participated in the Fraudulent Scheme 

38. Unbeknownst to investors, most of the lease revenue paid to investors 

consisted of funds from other investors, rather than lease income from legitimate end-

users of the Generators.  Lauer knowingly or recklessly took part in hiding these 

material facts from investors and perpetuating DC Solar’s fraud.  

(1) Lauer Knew About the Lack of Lease Revenue Throughout 

the Scheme 

39. From early in his tenure working with DC Solar, Lauer knew or was 

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COMPLAINT 11  
 

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reckless in not knowing that DC Distribution was encountering difficulties in leasing 

Generators to end-users and that it never earned the amount of lease revenue that it 

claimed to earn.  Lauer also knew or was reckless in not knowing that in place of 

actual lease revenue from end-users, DC Solutions used money from new investors to 

secretly infuse DC Distribution’s bank account with cash, and that DC Distribution 

relied on these regular infusions to make the lease payments it owed under the 

various Equipment Lease Agreements. 

40. Lauer was aware that as part of the purported mechanism of the 

investments, investors relied on the lease payments from DC Distribution to make 

monthly payments to DC Solutions under the terms of the Promissory Notes.  Thus, 

Lauer knew or was reckless in not knowing that the purported revenue generated 

from leasing the Generators was of vital importance in the eyes of investors. 

41. Indeed, in February 2014, one of DC Solar’s existing investors asked for 

information about DC Distribution’s underlying sub-leases with end-users and the 

past performance of other Investment Funds because that investor was considering 

making additional investments with DC Solar.  In response to a question from Lauer 

about whether payment history for some of the sub-lessees could be provided, Roach 

sent an email with an attachment containing a table of the payment history of each of 

DC Distribution’s sub-lessees for 2012 and 2013.  Roach stated:  “I don’t think you 

have ever seen this report.  As you can see we only have 5% of the leases from 3rd 

parties.  That obviously won’t work.”  The table in the attachment showed that nearly 

all of the “lease” revenue for DC Distribution in 2012 and 2013 came from DC 

Solutions. 

42. Lauer responded by noting that Roach was “spot on” with saying that the 

investor wanted “to see the underlying leases.”  Lauer added “[m]y concern in telling 

[the investor] that we don’t have many underlying leases because of the nature of the 

product etc. is that did we already tell him something to the contrary?” 

43. Roach’s response acknowledged that J. Carpoff had misled the investor.  

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COMPLAINT 12  
 

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Roach stated: “[y]es.  Jeff told them 80 to 90 percent of the trailers are leased out.  He 

did not technically say anything that was not true.  But the fact that Solutions is 

leasing several units has not been disclosed.  Another high wire act on our end.”  

Roach was referring to the fact that, while the Generators were “technically” leased 

out, J. Carpoff had omitted to also state to investors that DC Solutions was leasing the 

vast majority of the Generators, rather than actual end-users, a fact necessary to make 

his statement not misleading.  Thus, from at least February 2014, Lauer participated 

in this “high wire act,” knowing that DC Solar was hiding from investors the truth 

that the vast majority of DC Distribution’s purported lease revenue came from 

investor money to make up for the lack of actual end-users. 

44. Lauer remained aware of the continuing trouble DC Distribution had in 

finding end-users to lease the Generators, and that DC Solutions therefore continued 

to send regular infusions of investor money to DC Distribution.  For example, on 

April 29, 2014, Roach copied Lauer, as well as the Carpoffs and Karmann, on an 

email about the amounts that needed to be transferred so that DC Distribution could 

make its lease payments to the Investment Funds. 

45. On July 18, 2016, Roach emailed J. Carpoff and Lauer and wrote, “I 

attached the Distribution Sub Lease activity and a summary analysis of all the activity 

and the master leases for 2012-2015.”  There were five excel spreadsheets attached to 

the email.  The first four showed the total amount of lease revenue generated by DC 

Distribution broken down by customer for each year from 2012 through 2015.  The 

last spreadsheet compared the amount of sub-lease revenue generated by DC 

Distribution to the amount it owed under the leases it signed with the Investment 

Funds.  The spreadsheet revealed that DC Distribution made just $2,157,606 from 

sub-leasing the Generators to end-users from 2012 through 2015, while it owed 

$57,094,008 to the Investment Funds. 

46. On March 2, 2017, Roach again sent an email to Lauer, amongst others, 

attaching excel spreadsheets that showed the amounts of sub-lease revenue generated 

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COMPLAINT 13  
 

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by DC Distribution from 2013 through 2016.  Roach wrote: 

I attached the DC Solar Distribution sub-lease activity for years 2013-2016.  

The following are the amounts paid by DC Solar Solutions, Inc. to DC Solar 

Distribution, Inc. on a re-rent basis for each of those years: 

2013 - $ 1,595,370 

2014 -  13,975,770 

2015 -  30,562,024 

2016 -  61,545,737 

The attached spreadsheets again showed that DC Distribution had generated minimal 

amounts of sub-lease revenue from end-users of the Generators from 2013 through 

2016, and that the vast majority of the money it received came from DC Solutions. 

47. The problems with DC Solar’s business model due to the lack of lease 

revenue from end-users was a consistent topic of conversation among those involved 

in the scheme.  Lauer participated in numerous conversations with Roach, J. Carpoff, 

and Karmann discussing the lack of lease revenue and/or the need to get new deals 

done in order to make “lease” payments to prior investors.  

(2)  Lauer Created and Sent Misleading Transaction Documents 

in Furtherance of the Scheme 

48. Despite his awareness of the lack of lease revenue, Lauer continued to 

commit deceptive acts and assist others in committing deceptive acts throughout his 

tenure working for DC Solar.  From the time he began working for DC Solar until the 

implosion of the fraudulent scheme, Lauer was the primary counsel for DC Solar in 

its dealings with investors.  He drafted the deal documents for every Investment 

Contract that DC Solar sold, including the Investment Fund Contracts, the Sale 

Leaseback Contracts, and the underlying leases between DC Distribution and the end-

users of the Generators. 

49. Among the documents that Lauer drafted and then provided to investors 

in the various transactions were the Equipment Leases.  In those Equipment Leases, 

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COMPLAINT 14  
 

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DC Distribution committed to paying “Base Rent” as well as “Additional Rent” or 

“Variable Rent.”  The Equipment Leases misleadingly omitted that any “Base Rent,” 

“Additional Rent,” or “Variable Rent” payments due to investors were contingent on 

DC Solutions raising money from new investors because DC Distribution was 

generating virtually no lease revenue from sub-leases with end-users.  Lauer knew 

that the Equipment Leases would deceive investors because he knew that DC 

Distribution was generating minimal amounts of legitimate lease revenue from end-

users.   

50. Information about the amount of lease revenue being generated by DC 

Distribution was critical to investors.  Investors would not have invested money if 

they had known that the purported lease payments came from new investors 

contributing money into the scheme rather than from real end-user lease revenue. 

51. Lauer knew or was reckless in not knowing from at least February 2014 

that DC Distribution was only earning a tiny fraction of the lease revenue that it 

claimed to be earning.  Yet, from that time, Lauer continued to draft deal documents 

and engage in deceptive communications with investors and prospective investors 

resulting in investments worth over $2.5 billion. 

(3) Lauer Knowingly or Recklessly Provided Misleading Lease 

Information to Investors 

52. Lauer repeatedly deceived prospective investors in countless meetings, 

emails, and calls while cloaked with the credibility of acting as DC Solar’s external 

counsel.  Lauer deceived investors when discussing the terms and structure of deals, 

drafting the various agreements for the deals, and pretending that DC Solar was a 

genuine and successful business.  In particular, Lauer never informed investors about 

the lack of lease revenue, but instead provided fraudulent information to current and 

prospective investors concerning purported leasing arrangements with end-users that 

he knew to be false and misleading.     

53. In one instance, Lauer sent a prospective investor (“Company 1”) an 

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COMPLAINT 15  
 

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“Estoppel Certificate” concerning a purported lease agreement between DC 

Distribution and an end-user (“Lessee 1”) of certain of the Generators.  Company 1 

was considering an investment in which it would purchase the Generators that were 

purportedly leased to Lessee 1.  On its face, the Estoppel Certificate provided 

Company 1 with certain warrants and representations from Lessee 1 that, among 

other things, certified that Lessee 1 had timely and fully paid its lease obligations of 

$1.1 million per month for the past two years, and would continue to make such 

payments for the next 10 years pursuant to the lease.   

54. At the time Lauer provided the Estoppel Certificate to Company 1, he 

knew or was reckless in not knowing that Lessee 1 had not actually paid $1.1 million 

per month in lease payments for the past two years.  In fact, just two months prior, 

Lauer received information from Roach showing that Lessee 1 had paid a total of 

about $1 million over the course of four years.  However, rather than inform 

Company 1 about the true amount received, Lauer knowingly or recklessly provided 

Company 1 with a false Estoppel Certificate, leading Company 1 to believe that 

Lessee 1 had paid over $13 million each year for the past two years.  Company 1 

thereafter entered into an investment with DC Solar worth over $34 million.   

55. After Company 1 finalized its $34 million investment, J. Carpoff wired 

$500,000 to Lauer as a reward for his part in successfully tricking Company 1 into 

investing millions of dollars. 

56. Lauer was also instrumental in drafting the documents for another end-

user (“Lessee 2”).  DC Solar touted the Lessee 2 lease agreements with several 

investors, claiming Lessee 2 had agreed to lease hundreds of Generators for a term of 

10 years.  At least three investors entered into Investment Contracts after DC Solar 

represented that Lessee 2 would be the end-user leasing the Generators that the 

investors would purchase as part of their investments.  In addition to the lease 

agreements, DC Solar had several sponsorship and marketing agreements with Lessee 

2, through which DC Solar paid millions each year to Lessee 2.  The amount that DC 

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COMPLAINT 16  
 

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Solar paid in sponsorship was far greater than the amount Lessee 2 owed each month 

in lease payments.  However, unbeknownst to investors, Lessee 2 and DC 

Distribution had also executed an addendum to each lease agreement allowing Lessee 

2 to terminate the lease after 5 years or at any time should DC Solar discontinue any 

of the sponsorship or marketing agreements.  Lauer helped draft and reviewed drafts 

of the addenda, but hid the actual facts and substances of the addenda from current 

and prospective investors. 

57. For example, when an investor (“Company 2”) was considering an 

investment with DC Solar, Lauer was a key contact with Company 2.  Company 2’s 

investment involved purchasing Generators that would then be sub-leased to Lessee 

2.  During the days leading up to the closing of the investment, Company 2 emailed 

Lauer a series of documents to review and asked to be informed if any changes 

needed to be made.  Among the documents was a “Subleasing Consent and 

Amendment,” whereby DC Distribution would agree, among other things, with 

respect to its sublease with Lessee 2, not to modify the time for payment or to waive 

performance in any material respect without the express prior written consent of 

Company 2.  Based upon a form sub-lease with Lessee 2 that Lauer had provided to 

Company 2, Company 2 believed the term of the sub-lease with Lessee 2 was 10 

years.   

58. The following day, Lessee 2 emailed Lauer a draft of an addendum to 

the sublease between DC Distribution and Lessee 2, noting “Here is a draft of the 

Addendum #1 to the sublease for your review.  It should look very similar to the 

previous addendums.”  The attached addendum permitted Lessee 2 to terminate the 

lease after 5 years, or at any time should DC Solar default on any of its sponsorship 

agreements with Lessee 2.  Lauer knew or was reckless in not knowing that Company 

2 was not aware of the terms of the Addendum, which permitted Lessee 2 to 

terminate the lease and intentionally withheld this material change to the agreement 

from Company 2.   

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COMPLAINT 17  
 

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59. The Subleasing Consent and Amendment from Company 2 included an 

“Acknowledgment” to be signed by Lessee 2, which provided that Lessee 2 would 

not modify its sub-lease with DC Distribution without Company 2’s written consent.  

However, as Lauer knew or was reckless in not knowing, Lessee 2 refused to sign the 

Acknowledgment because it was concerned that it would need Company 2’s approval 

for the rights already provided to Lessee 2 under the terms of Addendum #1.   

60. Because Lauer and DC Solar intended to hide the terms of Addendum #1 

from Company 2, Lauer misrepresented to Company 2 that Lessee 2 would not sign 

the Acknowledgment because Lessee 2’s position was that “their business 

relationship is with DC Solar, not [Company 2].”  In the end, Lauer convinced 

Company 2 to settle for a letter from Lessee 2 stating that it was sub-leasing the 

Generators that Company 2 was leasing to DC Distribution.  Lauer never told 

Company 2 the true reason that Lessee 2 refused to sign the Acknowledgment.  Lauer 

also never told Company 2 that Lessee 2 could terminate the sub-lease after 5 years 

or at any time if DC Solar defaulted on its sponsorship agreements with Lessee 2.  

Subsequent to the finalization of Company 2’s investment, J. Carpoff paid Lauer 

another $500,000 for his role in securing the investment.    

61. Similarly, when another investor (“Company 3”) was considering an 

investment where it would purchase Generators that Lessee 2 would sub-lease, Lauer 

was one of the main contacts in answering questions from and providing information 

to this prospective investor.  Company 3 had certain questions about the lease with 

Lessee 2 and emailed Lauer a copy of the lease with certain portions high-lighted, 

including a provision that indicated that the term of the lease was 10 years long.   

Notwithstanding that Company 3 specifically pointed Lauer to the length of the lease, 

Lauer knowingly or recklessly withheld information about the Addendum, which 

allowed Lessee 2 to terminate the lease after 5 years or at any time should DC Solar 

stop its sponsorship agreements with Lessee 2. 

62. In addition, similar to Company 2, Company 3 also sent Lauer a “Notice 

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COMPLAINT 18  
 

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and Acknowledgment of Collateral Assignment,” which provided that Lessee 2 

would acknowledge and agree that it had irrevocably accepted the Generators for sub-

lease and that the term of the sub-lease was 10 years.  Lessee 2 refused to sign the 

document.  In turn, Lauer misrepresented to Company 3 that Lessee 2 would not sign 

the document because “[t]heir position is their relationship is with DC Solar…”  

Lauer never told Company 3 the true reason why Lessee 2 refused to sign the 

document because Lauer and DC Solar wanted to hide the actual terms of the 

Addendum from Company 3.  In the end, Lauer sent Company 3 a copy of the 

finalized sub-lease between DC Distribution and Lessee 2, but knowingly or 

recklessly withheld the Addendum that modified the terms of the sub-lease. 

63. Lauer’s deceptive acts perpetuated the fraudulent scheme for years.  

Both new and existing investors purchased additional Investment Fund Contracts or 

Sale-Leaseback Contracts during the period in which he falsely touted DC Solar’s 

business and fraudulently papered the deals.   

64. While investors were brazenly defrauded, Lauer profited handsomely 

from his part in the DC Solar scheme.  Between January 2013 and December 2018, 

Lauer received approximately $4.4 million in ill-gotten gains.  

FIRST CLAIM FOR RELIEF 

Fraud in Connection With the Sale of Securities  
Violations of Section 10(b) of the Exchange Act  

and Rule 10b-5 Thereunder 
 

65. The SEC realleges and incorporates by reference paragraphs 1 through 

64 above. 

66. Defendant Ari J. Lauer, by engaging in the conduct described above, 

directly or indirectly, in connection with the purchase or sale of a security, by the use 

of means or instrumentalities of interstate commerce, of the mails, or of the facilities 

of a national securities exchange, with scienter: 

a. employed devices, schemes, or artifices to defraud;  

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COMPLAINT 19  
 

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b. made untrue statements of a material fact or omitted to state a 

material fact necessary in order to make the statements made, in 

light of the circumstances under which they were made, not 

misleading; or 

c. engaged in acts, practices, or courses of business which operated 

or would operate as a fraud or deceit upon other persons. 

67. By engaging in the conduct described above, Defendant Ari J. Lauer 

violated, and unless restrained and enjoined will continue to violate, Section 10(b) of 

the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 

240.10b-5]. 

SECOND CLAIM FOR RELIEF 

Fraud in the Offer and Sale of Securities 
Violations of Section 17(a) of the Securities Act 

 
68. The SEC realleges and incorporates by reference paragraphs 1 through 

64 above. 

69. Defendant Ari J. Lauer, by engaging in the conduct described above, in 

the offer or sale of securities by the use of means or instruments of transportation or 

communication in interstate commerce or by use of the mails, directly or indirectly: 

a. with scienter, employed devices, schemes, or artifices to defraud; 

b. obtained money or property by means of untrue statements of a 

material fact or by omitting to state a material fact necessary in 

order to make the statements made, in light of the circumstances 

under which they were made, not misleading; or 

c. engaged in transactions, practices, or courses of business which 

operated or would operate as a fraud or deceit upon the purchaser. 

70. By engaging in the conduct described above, Defendant Ari J. Lauer 

violated, and unless restrained and enjoined will continue to violate, Section 17(a) of 

the Securities Act [15 U.S.C. § 77q(a)]. 

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COMPLAINT 20  
 

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THIRD CLAIM FOR RELIEF 

Aiding and Abetting Violations of Section 10(b) of the Exchange Act  
and Rule 10b-5(b) Thereunder 

 
71. The SEC realleges and incorporates by reference paragraphs 1 through 

64 above. 

72. By engaging in the conduct described above, Defendant Ari J. Lauer 

knowingly or recklessly provided substantial assistance that aided and abetted, 

pursuant to Section 20(e) of the Exchange Act, J. Carpoff’s and Paulette Carpoff’s 

violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-

5(b) thereunder [17 C.F.R. § 240.10b-5(b)]. 

73. By engaging in the conduct described above, Defendant Ari J. Lauer 

aided and abetted, and unless enjoined will continue to aid and abet, violations of 

Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder 

[17 C.F.R. § 240.10b-5(b)]. 

FOURTH CLAIM FOR RELIEF 

Aiding and Abetting  
Violations of Section 17(a)(2) of the Securities Act 

 
74. The SEC realleges and incorporates by reference paragraphs 1 through 

64 above. 

75. By engaging in the conduct described above, Defendant Ari J. Lauer 

knowingly or recklessly provided substantial assistance that aided and abetted, 

pursuant to Section 20(e) of the Exchange Act, J. Carpoff’s and Paulette Carpoff’s 

violations of Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)]. 

76. By engaging in the conduct described above, Defendant Ari J. Lauer 

aided and abetted, and unless enjoined will continue to aid and abet, violations of 

Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)]. 

 

  

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PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court: 

I. 

Issue judgments, in forms consistent with Fed. R. Civ. P. 65(d), permanently 

enjoining Defendant, and his agents, servants, employees, and attorneys, and those 

persons in active concert or participation with any of them, who receive actual notice 

of the judgment by personal service or otherwise, and each of them, from violating 

Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)], Section 10(b) of the 

Exchange Act [15 U.S.C. §§ 78j(b)], and Rule 10b-5 thereunder [17 C.F.R. § 

240.10b-5].  

II. 

Order Defendant to disgorge all ill-gotten gains he received, together with 

prejudgment interest thereon, pursuant to Exchange Act Sections 21(d)(5) and 

21(d)(7) [15. U.S.C. §§ 78u(d)(5) and 78u(d)(7)]. 

III. 

Order Defendant to pay civil penalties under Section 20(d) of the Securities 

Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 

78u(d)(3)]. 

IV. 

Retain jurisdiction of this action in accordance with the principles of equity and 

the Federal Rules of Civil Procedure in order to implement and carry out the terms of 

all orders and decrees that may be entered, or to entertain any suitable application or 

motion for additional relief within the jurisdiction of this Court.  

  

Case 2:22-cv-01726-CKD   Document 1   Filed 09/30/22   Page 21 of 22



 

COMPLAINT 22  
 

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V. 

Grant such other and further relief as this Court may determine to be just and 

necessary. 

Dated:  September 30, 2022  
 /s/ Dean M. Conway 

Dean M. Conway  
Sarra Cho 
Attorneys for Plaintiff 
Securities and Exchange Commission 

 

Case 2:22-cv-01726-CKD   Document 1   Filed 09/30/22   Page 22 of 22


	Plaintiff1: 
U.S. Securities and Exchange Commission
	Defendant1: 
Ari J. Lauer
	b_County_of_Residence_of1: 
	County_of_Residence_of_Fi1: Contra Costa
	FirmName1: Dean M. Conway Sarra Cho
100 F Street NE Washington, DC 20549
(202) 551-4412
	Attorneys1: Martha Boersch Eugene Illovsky
1611 Telegraph Ave Ste 806
Oakland ,  CA   94612
415.500.6643

m: 925.699.2826


	Basis of Jurisdiction1: COSName{1.U.S. Plaintiff}
	Basis of Jurisdiction.11: 1.U.S. Plaintiff
	Basis of Jurisdiction.21: 1.U.S. Plaintiff
	Basis of Jurisdiction.31: 1.U.S. Plaintiff
	Basis of Jurisdiction.41: 1.U.S. Plaintiff

	71: Off
	81: Off
	91: Off
	101: Off
	111: Off
	121: Off
	131: Off
	141: Off
	151: Off
	161: Off
	171: Off
	181: Off
	Nature of Suit1: 850