SEC v. JOSEPH M. DUPONT; SHAWN P. CRONIN; STANLEY KAPLAN; PAUL FELDMAN; and JARETT G. MENDOZA, No. 1:23-cv-05565, Southern District of New York (Jan. 3, 2025) — Judgment

1
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
-against-
JOSEPH M. DUPONT,
SHAWN P. CRONIN,
STANLEY KAPLAN,
PAUL FELDMAN and
JARETT G. MENDOZA
Defendants.
23 Civ. 5565 (VM)
F
INAL JUDGMENT AS TO DEFENDANT STANLEY KAPLAN

The Securities and Exchange Commission having filed a Complaint and Defendant
Stanley Kaplan having entered a general appearance; consented to the Court’s jurisdiction over
Defendant and the subject matter of this action; consented to entry of this Final Judgment;
waived findings of fact and conclusions of law; and waived any right to appeal from this Final
Judgment:
I.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is
permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) of the
Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5
promulgated thereunder [17 C.F.R. § 240.10b-5], by using any means or instrumentality of
interstate commerce, or of the mails, or of any facility of any national securities exchange, in
connection with the purchase or sale of any security:
(a)to employ any device, scheme, or artifice to defraud;

12/23/2024

2
(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.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
II.
I
T IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating Section 14(e) of the Exchange Act [15
U.S.C. § 78n(e)] and Rule 14e-3 [17 C.F.R. § 240.14e-3] promulgated thereunder, in connection
with any tender offer or request or invitation for tenders, from engaging in any fraudulent,
deceptive, or manipulative act or practice, by:
(a)purchasing or selling or causing to be purchased or sold the securities sought or to
be sought in such tender offer, securities convertible into or exchangeable for any
such securities or any option or right to obtain or dispose of any of the foregoing
securities while in possession of material information relating to such tender offer
that Defendant knows or has reason to know is nonpublic and knows or has
reason to know has been acquired directly or indirectly from the offering person;
the issuer of the securities sought or to be sought by such tender offer; or any

3
officer, director, partner, employee or other person acting on behalf of the
offering person or such issuer, unless within a reasonable time prior to any such
purchase or sale such information and its source are publicly disclosed by press
release or otherwise; or
(b)communicating material, nonpublic information relating to a tender offer, which
Defendant knows or has reason to know is nonpublic and knows or has reason to
know has been acquired directly or indirectly from the offering person; the issuer
of the securities sought or to be sought by such tender offer; or any officer,
director, partner, employee, advisor, or other person acting on behalf of the
offering person of such issuer, to any person under circumstances in which it is
reasonably foreseeable that such communication is likely to result in the purchase
or sale of securities in the manner described in subparagraph (a) above, except
that this paragraph shall not apply to a communication made in good faith
(i)to the officers, directors, partners or employees of the offering person, to
its advisors or to other persons, involved in the planning, financing,
preparation or execution of such tender offer;
(ii)to the issuer whose securities are sought or to be sought by such tender
offer, to its officers, directors, partners, employees or advisors or to other
persons involved in the planning, financing, preparation or execution of
the activities of the issuer with respect to such tender offer; or
(iii)to any person pursuant to a requirement of any statute or rule or regulation
promulgated thereunder.

4

IT
IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
III.
I
T IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant
to Section 21(d)(2) of the Exchange Act   [15 U.S.C. § 78u(d)(2)], Defendant is prohibited from
acting as an officer or director of any issuer that has a class of securities registered pursuant to
Section 12 of the Exchange Act   [15 U.S.C. § 78l] or that is required to file reports pursuant to
Section 15(d) of
the Exchange Act   [15 U.S.C. § 78o(d)].
IV.
IT
IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is
incorporated herein with the same force and effect as if fully set forth herein, and that Defendant
shall comply with all of the undertakings and
agreements set   forth therein.
V.
I
T IS FURTHER ORDERED, ADJUDGED, AND DECREED that, for purposes of
exceptions to discharge set   forth in Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the
allegations in the complaint are true and admitted by Defendant, and further, any debt for
disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant under this
Judgment or any other judgment, order, consent order, decree or settlement agreement entered in

5
____________________________________
VICTOR MARRERO, U.S.D.J.
connection with this proceeding, is a debt for the violation by Defendant of the federal securities
laws or any regulation or order issued under such laws, as set   forth in Section 523(a)(19) of the
Bankruptcy Code, 11 U.S.C. § 523(a)(19).
VI.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain
jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment.
VII.
There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil
Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice.
Dated:
December 23, 2024

1 

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff, 

-against-

JOSEPH M. DUPONT,  
SHAWN P. CRONIN, 
STANLEY KAPLAN,  
PAUL FELDMAN and 
JARETT G. MENDOZA 

Defendants. 

23 Civ. 5565 (VM) 

FINAL JUDGMENT AS TO DEFENDANT STANLEY KAPLAN 

The Securities and Exchange Commission having filed a Complaint and Defendant 

Stanley Kaplan having entered a general appearance; consented to the Court’s jurisdiction over 

Defendant and the subject matter of this action; consented to entry of this Final Judgment; 

waived findings of fact and conclusions of law; and waived any right to appeal from this Final 

Judgment: 

I. 

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

permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) of the 

Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 

promulgated thereunder [17 C.F.R. § 240.10b-5], by using any means or instrumentality of 

interstate commerce, or of the mails, or of any facility of any national securities exchange, in 

connection with the purchase or sale of any security: 

(a) to employ any device, scheme, or artifice to defraud;

 

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(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.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant’s 

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

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

II. 

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

is permanently restrained and enjoined from violating Section 14(e) of the Exchange Act [15 

U.S.C. § 78n(e)] and Rule 14e-3 [17 C.F.R. § 240.14e-3] promulgated thereunder, in connection 

with any tender offer or request or invitation for tenders, from engaging in any fraudulent, 

deceptive, or manipulative act or practice, by: 

(a) purchasing or selling or causing to be purchased or sold the securities sought or to

be sought in such tender offer, securities convertible into or exchangeable for any

such securities or any option or right to obtain or dispose of any of the foregoing

securities while in possession of material information relating to such tender offer

that Defendant knows or has reason to know is nonpublic and knows or has

reason to know has been acquired directly or indirectly from the offering person;

the issuer of the securities sought or to be sought by such tender offer; or any

 Case 1:23-cv-05565-VM     Document 41     Filed 12/23/24     Page 2 of 5

http://www.google.com/search?q=FRCP+65(d)(2)
http://www.google.com/search?q=17+c.f.r.++240.14e-3
http://www.google.com/search?q=15++u.s.c.++78n(e)
http://www.google.com/search?q=15++u.s.c.++78n(e)


3 

officer, director, partner, employee or other person acting on behalf of the 

offering person or such issuer, unless within a reasonable time prior to any such 

purchase or sale such information and its source are publicly disclosed by press 

release or otherwise; or 

(b) communicating material, nonpublic information relating to a tender offer, which

Defendant knows or has reason to know is nonpublic and knows or has reason to

know has been acquired directly or indirectly from the offering person; the issuer

of the securities sought or to be sought by such tender offer; or any officer,

director, partner, employee, advisor, or other person acting on behalf of the

offering person of such issuer, to any person under circumstances in which it is

reasonably foreseeable that such communication is likely to result in the purchase

or sale of securities in the manner described in subparagraph (a) above, except

that this paragraph shall not apply to a communication made in good faith

(i) to the officers, directors, partners or employees of the offering person, to

its advisors or to other persons, involved in the planning, financing,

preparation or execution of such tender offer;

(ii) to the issuer whose securities are sought or to be sought by such tender

offer, to its officers, directors, partners, employees or advisors or to other

persons involved in the planning, financing, preparation or execution of

the activities of the issuer with respect to such tender offer; or

(iii) to any person pursuant to a requirement of any statute or rule or regulation

promulgated thereunder.

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IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant’s 

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

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

III. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant 

to Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)], Defendant is prohibited from 

acting as an officer or director of any issuer that has a class of securities registered pursuant to 

Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is required to file reports pursuant to 

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

IV. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is 

incorporated herein with the same force and effect as if fully set forth herein, and that Defendant 

shall comply with all of the undertakings and agreements set forth therein. 

V. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, for purposes of 

exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the 

allegations in the complaint are true and admitted by Defendant, and further, any debt for 

disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant under this 

Judgment or any other judgment, order, consent order, decree or settlement agreement entered in 

Case 1:23-cv-05565-VM     Document 41     Filed 12/23/24     Page 4 of 5

http://www.google.com/search?q=FRCP+65(d)(2)
http://www.google.com/search?q=15+u.s.c.++78u(d)(2)
http://www.google.com/search?q=15+u.s.c.++78l
http://www.google.com/search?q=15+u.s.c.++78o(d)
http://www.google.com/search?q=11+u.s.c.++523


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____________________________________ 
VICTOR MARRERO, U.S.D.J.

connection with this proceeding, is a debt for the violation by Defendant of the federal securities 

laws or any regulation or order issued under such laws, as set forth in Section 523(a)(19) of the 

Bankruptcy Code, 11 U.S.C. § 523(a)(19). 

VI. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain 

jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment. 

VII. 

There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil 

Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice. 

Dated:  December 23, 2024

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