SEC v. Kevan Sadigh - Final Judgment

Case 2:15-cv-06460-TJH-MAR Document 195 Filed 03/20/26 Page 1 of 6 Page ID #:1212

UNITED STATES DISTRICT COURT 9 CENTRAL DISTRICT OF CALIFORNIA

WESTERN DIVISION 10 SECURITIES AND EXCHANGE Case No. 2:15-cv-06460-TJH MARx 11 COMMISSION,

FINAL JUDGMENT AS TO 12 Plaintiff, DEFENDANT KEVAN SADIGH 13 v. Courtroom: 9C Judge: Hon. Terry J. Hatter, Jr. 14 ASHISH AGGARWAL, Magistrate: Hon. Margo A. Rocconi. SHAHRIYAR BOLANDIAN, and 15 KEVAN SADIGH, 16 Defendants, 17 and 18 FARHAD BOLANDIAN and PARDIS BOLANDIAN, 19 Relief Defendants. 20 21

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The Securities and Exchange Commission having filed an Amended 2 Complaint [ECF No. 92] and Defendant Kevan Sadigh (“Defendant”) having 3 entered a general appearance; consented to the Court’s jurisdiction over Defendant 4 and the subject matter of this action; consented to entry of this Final Judgment; 5 waived findings of fact and conclusions of law; and waived any right to appeal 6 from this Final Judgment: 7 I. 8 IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant 9 is permanently restrained and enjoined from violating, directly or indirectly, 10 Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) [15 11 U.S.C. § 78j(b)] and Exchange Act Rule 10b-5 [17 C.F.R. § 240.10b-5], by using 12 any means or instrumentality of interstate commerce, or of the mails, or of any 13 facility of any national securities exchange, in connection with the purchase or sale 14 of any security: 15 (a) to employ any device, scheme, or artifice to defraud; 16 (b) to make any untrue statement of a material fact, or to omit to 17 state a material fact necessary in order to make the statements 18 made, in the light of the circumstances under which they were 19 made, not misleading; or 20 (c) to engage in any act, practice, or course of business which 21 operates or would operate as a fraud or deceit upon any person; 22 by: (i) buying or selling a security of any issuer, on the basis of material nonpublic 23 information, in breach of a fiduciary duty or other duty of trust or confidence that 24 is owed directly, indirectly, or derivatively, to the issuer of that security or the 25 shareholders of that issuer, or to any other person who is the source of the 26 information; or (ii) by communicating material nonpublic information about a 27 28

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security or issuer, in breach of a fiduciary duty or other duty of trust or confidence, 2 to another person or persons for purposes of buying or selling any security. 3 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as 4 provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also 5 binds the following who receive actual notice of this Final Judgment by personal 6 service or otherwise: (a) Defendant’s officers, agents, servants, employees, and 7 attorneys; and (b) other persons in active concert or participation with Defendant 8 or with anyone described in (a). 9 II. 10 IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED 11 that Defendant is permanently restrained and enjoined from violating Section 14(e) 12 of the Exchange Act [15 U.S.C. § 78n(e)] and Rule 14e-3 [17 C.F.R. § 240.14e-3] 13 promulgated thereunder, in connection with any tender offer or request or 14 invitation for tenders, from engaging in any fraudulent, deceptive, or manipulative 15 act or practice, by: 16 (a) purchasing or selling or causing to be purchased or sold the 17 securities sought or to be sought in such tender offer, securities 18 convertible into or exchangeable for any such securities or any 19 option or right to obtain or dispose of any of the foregoing 20 securities while in possession of material information relating 21 to such tender offer that Defendant knows or has reason to 22 know is nonpublic and knows or has reason to know has been 23 acquired directly or indirectly from the offering person; the 24 issuer of the securities sought or to be sought by such tender 25 offer; or any officer, director, partner, employee or other person 26 acting on behalf of the offering person or such issuer, unless 27 within a reasonable time prior to any such purchase or sale such 28

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information and its source are publicly disclosed by press 2 release or otherwise; or 3 (b) communicating material, nonpublic information relating to a 4 tender offer, which Defendant knows or has reason to know is 5 nonpublic and knows or has reason to know has been acquired 6 directly or indirectly from the offering person; the issuer of the 7 securities sought or to be sought by such tender offer; or any 8 officer, director, partner, employee, advisor, or other person 9 acting on behalf of the offering person of such issuer, to any 10 person under circumstances in which it is reasonably 11 foreseeable that such communication is likely to result in the 12 purchase or sale of securities in the manner described in 13 subparagraph (a) above, except that this paragraph shall not 14 apply to a communication made in good faith 15 (i) to the officers, directors, partners or employees of 16 the offering person, to its advisors or to other 17 persons, involved in the planning, financing, 18 preparation or execution of such tender offer; 19 (ii) to the issuer whose securities are sought or to be 20 sought by such tender offer, to its officers, 21 directors, partners, employees or advisors or to 22 other persons involved in the planning, financing, 23 preparation or execution of the activities of the 24 issuer with respect to such tender offer; or 25 (iii) to any person pursuant to a requirement of any 26 statute or rule or regulation promulgated 27 thereunder; 28

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IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as 2 provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also 3 binds the following who receive actual notice of this Final Judgment by personal 4 service or otherwise: (a) Defendant’s officers, agents, servants, employees, and 5 attorneys; and (b) other persons in active concert or participation with Defendant 6 or with anyone described in (a). 7 III. 8 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that 9 Defendant is liable for disgorgement of $108,120, representing net profits gained 10 as a result of certain conduct alleged in the Amended Complaint, which amount is 11 deemed satisfied by the entry of the order of forfeiture in United States v. Sadigh, 12 No. 2:15-cr-00465-TJH (C.D. Cal.) (ECF No. 992). 13 14 IV. 15 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the 16 Consent is incorporated herein with the same force and effect as if fully set forth 17 herein, and that Defendant shall comply with all of the undertakings and 18 agreements set forth therein. 19 V. 20 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, for 21 purposes of exceptions to discharge set forth in Section 523 of the Bankruptcy 22 Code, 11 U.S.C. §523, the allegations in the Amended Complaint are true and 23 admitted by Defendant, and further, any debt for disgorgement, prejudgment 24 interest, civil penalty or other amounts due by Defendant under this Final 25 Judgment or any other judgment, order, consent order, decree or settlement 26 agreement entered in connection with this proceeding, is a debt for the violation by 27 Defendant of the federal securities laws or any regulation or order issued under 28

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