Opinion
17-cv-4686
12-24-2021
SECURITIES AND EXCHANGE COMMISSION, Plaintiff, v. SEYED TAHER KAMELI, et al. Defendants.
J. Nicolas Albukerk Albukerk and Associates Attorney for Defendants and Relief Defendants
J. Nicolas Albukerk Albukerk and Associates Attorney for Defendants and Relief Defendants
CONSENT OF DEFENDANTS SEYED TAHER KAMELI, CHICAGOLAND FOREIGN INVESTMENT GROUP, LLC, AND AMERICAN ENTERPRISE PIONEERS, INC., AND RELIEF DEFENDANTS BRIGHT OAKS PLATINUM PORTFOLIO, LLC, PLATINUM REAL ESTATE AND PROPERTY INVESTMENTS, INC., AND BRIGHT OAKS DEVELOPMENT, INC.
HON. FRANKLIN U. VALDERRAMA, JUDGE
1. Defendants Seyed Taher Kameli, Chicagoland Foreign Investment Group, LLC, and American Enterprise Pioneers, Inc. (collectively, "Defendants") and Relief Defendants Bright Oaks Platinum Portfolio, LLC, Platinum Real Estate and Property Investments, Inc., and Bright Oaks Development, Inc. (collectively, "Relief Defendants") acknowledge having been served with the complaint in this action, enter general appearances, and admit the Court's jurisdiction over Defendants and Relief Defendants and over the subject matter of this action.
2. Without admitting or denying the allegations of the complaint (except as provided herein in paragraph 12 and except as to personal and subject matter jurisdiction, which Defendants and Relief Defendants admit), Defendants and Relief Defendants hereby consent to the entry of the final Judgment in the form attached hereto (the "Final Judgment") and incorporated by reference herein, which, among other things:
(a) permanently restrains and enjoins Defendants from violation of Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. §§ 240.10b-5] and Section 17(a) of the Securities Act of 1933 ("Securities Act") [15 U.S.C. § 77q(a)];
(b) orders Defendants and Relief Defendants to pay, jointly and severally, disgorgement in the amount of $1,172,000.00, plus prejudgment interest thereon in the amount of $108,161.76 (except that Relief Defendant Bright Oaks Development, Inc. shall only be liable for $745,000 out of the total $1,172,000 disgorgement amount and shall only be liable for $68,754.70 out of the total $108,161.76 prejudgment interest amount), pursuant to 15 U.S.C. § 78u(d)(5) and Sections 6501(a)(1) and (a)(3) of the National Defense Authorization Act for Fiscal Year 2021, Pub. L. No. 116-283, to be codified at Sections 21(d)(3) and 21(d)(7) of the Exchange Act, 15 U.S.C. §§ 78u(d)(3) and 78u(d)(7); and
(c) orders Defendants to pay, jointly and severally, a civil penalty in the amount of $320,000.00 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)].
3. Defendants acknowledge that the civil penalties paid pursuant to the Final Judgment may be distributed pursuant to the Fair Fund provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002. Regardless of whether any such Fair Fund distribution is made, the civil penalties shall be treated as penalties paid to the government for all purposes, including all tax purposes. To preserve the deterrent effect of the civil penalties, Defendants agree that they shall not, after offset or reduction of any award of compensatory damages in any Related Investor Action based on Defendants' and Relief Defendants' payment of disgorgement in this action, argue that they are entitled to, nor shall they further benefit by, offset or reduction of such compensatory damages award by the amount of any part of Defendants' payment of civil penalties in this action ("Penalty Offset"). If the court in any Related Investor Action grants such a Penalty Offset, Defendants agree that they shall, within 30 days after entry of a final order granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of the Penalty Offset to the United States Treasury or to a Fair Fund, as the Commission directs. Such a payment shall not be deemed an additional civil penalty and shall not be deemed to change the amount of the civil penalties imposed in this action. For purposes of this paragraph, a "Related Investor Action" means a private damages action brought against any of the Defendants or Relief Defendants by or on behalf of one or more investors based on substantially the same facts as alleged in the Complaint in this action.
4. Defendants agree that they shall not seek or accept, directly or indirectly, reimbursement or indemnification from any source, including but not limited to payment made pursuant to any insurance policy, with regard to any civil penalty amounts that Defendants pay pursuant to the Final Judgment, regardless of whether such penalty amounts or any part thereof are added to a distribution fund or otherwise used for the benefit of investors. Defendants further agree that they shall not claim, assert, or apply for a tax deduction or tax credit with regard to any federal, state, or local tax for any penalty amounts that Defendants pay pursuant to the Final Judgment, regardless of whether such penalty amounts or any part thereof are added to a distribution fund or otherwise used for the benefit of investors.
5. Defendants and Relief Defendants waive the entry of findings of fact and conclusions of law pursuant to Rule 52 of the Federal Rules of Civil Procedure.
6. Defendants and Relief Defendants waive the right, if any, to ajury trial and to appeal from the entry of the Final Judgment.
7. Defendants and Relief Defendants enter into this Consent voluntarily and represents that no threats, offers, promises, or inducements of any kind have been made by the Commission or any member, officer, employee, agent, or representative of the Commission to induce Defendants and Relief Defendants to enter into this Consent.
8. Defendants and Relief Defendants agree that this Consent shall be incorporated into the Final Judgment with the same force and effect as if fully set forth therein.
9. Defendants and Relief Defendants will not oppose the enforcement of the Final Judgment on the ground, if any exists, that it fails to comply with Rule 65(d) of the Federal Rules of Civil Procedure, and hereby waive any objection based thereon.
10. Defendants and Relief Defendants waive service of the Final Judgment and agree that entry of the Final Judgment by the Court and filing with the Clerk of the Court will constitute notice to Defendants and Relief Defendants of its terms and conditions. Defendants and Relief Defendants further agree to provide counsel for the Commission, within thirty days after the Final Judgment is filed with the Clerk of the Court, with an affidavit or declaration stating that Defendants and Relief Defendants have received and read a copy of the Final Judgment.
11. Consistent with 17 C.F.R. 202.5(f), this Consent resolves only the claims asserted against Defendants and Relief Defendants in this civil proceeding. Defendants and Relief Defendants acknowledge that no promise or representation has been made by the Commission or any member, officer, employee, agent, or representative of the Commission with regard to any criminal liability that may have arisen or may arise from the facts underlying this action or immunity from any such criminal liability. Defendants and Relief Defendants waive any claim of Double Jeopardy based upon the settlement of this proceeding, including the imposition of any remedy or civil penalty herein. Defendants further acknowledge that the Court's entry of a permanent injunction may have collateral consequences under federal or state law and the rules and regulations of self-regulatory organizations, licensing boards, and other regulatory organizations. Such collateral consequences include, but are not limited to, a statutory disqualification with respect to membership or participation in, or association with a member of, a self-regulatory organization. This statutory disqualification has consequences that are separate from any sanction imposed in an administrative proceeding. In addition, in any disciplinary proceeding before the Commission based on the entry of the injunction in this action, Defendants understand that they shall not be permitted to contest the factual allegations of the complaint in this action.
12. Defendants and Relief Defendants understand and agree to comply with the terms of 17 C.F.R. § 202.5(e), which provides in part that it is the Commission's policy "not to permit a defendant or respondent to consent to a judgment or order that imposes a sanction while denying the allegations in the complaint or order for proceedings," and "a refusal to admit the allegations is equivalent to a denial, unless the defendant or respondent states that he neither admits nor denies the allegations." As part of Defendants' and Relief Defendants' agreement to comply with the terms of Section 202.5(e): (i) Defendants and Relief Defendants will not take any action or make or permit to be made any public statement denying, directly or indirectly, any allegation in the complaint or creating the impression that the complaint is without factual basis; (ii) Defendants and Relief Defendants will not make or permit to be made any public statement to the effect that they do not admit the allegations of the complaint, or that this Consent contains no admission of the allegations, without also stating that Defendants and Relief Defendants do not deny the allegations; (iii) upon the filing of this Consent, Defendants and Relief Defendants hereby withdraw any papers filed in this action to the extent that they deny any allegation in the complaint; and (iv) Defendant Kameli stipulates solely for purposes of exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. §523, that the allegations in the complaint are true, and further, that any debt for disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant Kameli under the Final Judgment or any other judgment, order, consent order, decree or settlement agreement entered in connection with this proceeding, is a debt for a violation 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) If Defendants or Relief Defendants breach their agreements set forth in this paragraph, the Commission may petition the Court to vacate the Final Judgment and restore this action to its active docket. Nothing in this paragraph affects Defendants' or Relief Defendants': (i) testimonial obligations; or (ii) right to take legal or factual positions in litigation or other legal proceedings in which the Commission is not a party.
13. Defendants and Relief Defendants hereby waive any rights under the Equal Access to Justice Act, the Small Business Regulatory Enforcement Fairness Act of 1996, or any other provision of law to seek from the United States, or any agency, or any official of the United States acting in his or her official capacity, directly or indirectly, reimbursement of attorney's fees or other fees, expenses, or costs expended by Defendants or Relief Defendants to defend against this action. For these purposes, Defendants and Relief Defendants agree that they are not the prevailing parties in this action since the parties have reached a good faith settlement.
14. Defendants and Relief Defendants agree that the Commission may present the Final Judgment to the Court for signature and entry without further notice.
15. Defendants and Relief Defendants agree that this Court shall retain jurisdiction over this matter for the purpose of enforcing the terms of the final Judgment.