OPINION
MAY, Judge.
Michelle Schrenker and her husband Marcus were the subjects of an action by the Indiana Securities Commissioner. Marcus had been a registered investment adviser representative but he continued to provide investment services after his registration expired. He ultimately fled the state "with an unknown amount of investor money and/or assets purchased with investor money." (App. at 15.) The Commissioner's complaint named Mareus, Michelle, and their three corporations as defendants, and alleged the defendants collectively engaged in acts that violated the Indiana Securities Act. The trial court appointed a receiver over Michelle's assets after she agreed to a preliminary injunetion that would prevent her from transferring any assets until an accounting could be completed. We affirm the appointment of a receiver.
FACTS AND PROCEDURAL HISTORY
Marcus was registered as an investment advisor with the Indiana Securitiee Division, and he and Michelle were principals in investment firms called Heritage Wealth Management (HWM), Heritage Insurance Services (HIS), and Icon Wealth Management (Icon). The offices were leased to both Mareus and Michelle, and Michelle kept the books and was chief financial officer (CFO) for the three firms. She was paid $11,600 monthly, and the State asserts she "did not consider her position as CFO to be simply a title.""
(Br. of Appellee State of Indiana (hereinafter "State's Br.") at 3.) She was the majority shareholder and a director of HWM. She handled the books, recordkeeping, and ac
counting for HWM and Icon, and had the authority to write checks and withdraw money from the HIS account. Marcus and Michelle agreed their assets would be held in Michelle's name because Marcus feared a "litigious industry" after 9-11. (App. at 129.)
Marcus encouraged some clients to invest in a fund that allegedly would take advantage of the relative strength of the Euro over the dollar. He instructed those clients to pay the money to HIS. Mareus apparently did not invest the money in the Euro fund; instead he and Michelle used the money in HIS for their personal expenses. In December 2008, Michelle withdrew $66,500 from the HIS account.
DISCUSSION AND DECISION
If the Securities Commissioner believes a person
has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this article or a rule adopted or order issued under this article or that a person has, is, or is about to engage in an act, practice, or course of business that materially aids a violation of this article or a rule adopted or order issued under this article, the commissioner may maintain an action in the circuit or superior court in the county where the investigation or inquiry in question is being conducted to enjoin the act, practice, or course of business and to enforce compliance with this article or a rule adopted or order issued under this article.
* # * *# * *t
(b) In an action under this section and on a proper showing, the court may:
(1) issue a permanent or temporary injunction, restraining order, or declaratory judgment;
(2) order other appropriate or ancillary relief, which may include:
(A) an asset freeze, accounting, writ of attachment, writ of general or specific execution, and appointment of a receiver or conservator;
(B) ordering a receiver or conservator appointed under clause (A) to take charge and control of a respondent's property, including investment accounts and accounts in a depository institution, rents, and profits; to collect debts; and to acquire and dispose of property ...
Ind.Code § 23-19-6-3.
Our seope of review of an interlocutory order appointing a receiver is limited. We will not weigh the evidence on appeal, and we must construe the evidence along with all reasonable inferences in favor of the trial court's decision. In re Marriage of Gore, 527 N.E.2d 191, 195 (Ind.Ct.App.1988). The appointment of a receiver is in the sound discretion of the trial court, and therefore our standard of review is that of abuse of discretion. Id.
Still, the appointment of a receiver is an
extraordinary and drastic remedy to be exercised with great caution. The action affects one of man's most cherished and sacred rights guaranteed by the United States Constitution-the right to be secure in his property. This right is fundamental to every society in which men are free. For these reasons the statute which grants such authority is to be strictly construed.
Crippin Printing Corp. v. Abel, 441 N.E.2d 1002, 1005 (Ind.Ct.App.1982) (internal quotation omitted).
The appointment of a receiver is a statutorily granted authority that must be strictly construed, and it cannot be sustained unless proper statutory grounds for the appointment are sufficiently shown. City of South Bend v. Century Indent. Co., 821 N.E.2d 5, 13 (Ind.Ct.App.2005), trans. denied 841 N.E.2d 181 (Ind.2005). The power to appoint a receiver should be exercised only when it is clear that no other full and adequate remedy exists whereby justice between the parties may be affected and a wrong prevented, and only in a clear case of extreme necessity. Accordingly, the standard by which the appointment can be justified is exceptionally stringent. Marriage of Gore, 527 N.E.2d at 195.
The trial court made special findings of fact and conclusions of law, as it must when deciding whether to grant a preliminary injunction. Aberdeen Apartments v. Cary Campbell Realty Alliance, Inc., 820 N.E.2d 158, 163 (Ind.Ct.App.2005), reh'g denied, trans. denied. On review, we determine whether the findings support the judgment. Id. We will reverse only if the judgment is clearly erroneous. Id. Findings of fact are clearly erroneous when the record lacks evidence or reasonable inferences from the evidence to support them. Id. We consider the evidence in the light most favorable to the judgment and construe findings together liberally in favor of the judgment. Id.
While the record as to Michelle is quite sparse, we cannot say the trial court abused its discretion in appointing a receiver. The appointment of a receiver was premised on the trial court's conclusions Michelle "materially aided" Mareus and his corporations in violating the Securities Act by "allowing and personally converting investor funds to be used for the personal use" of her and Mareus, (App.
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OPINION
MAY, Judge.
Michelle Schrenker and her husband Marcus were the subjects of an action by the Indiana Securities Commissioner. Marcus had been a registered investment adviser representative but he continued to provide investment services after his registration expired. He ultimately fled the state "with an unknown amount of investor money and/or assets purchased with investor money." (App. at 15.) The Commissioner's complaint named Mareus, Michelle, and their three corporations as defendants, and alleged the defendants collectively engaged in acts that violated the Indiana Securities Act. The trial court appointed a receiver over Michelle's assets after she agreed to a preliminary injunetion that would prevent her from transferring any assets until an accounting could be completed. We affirm the appointment of a receiver.
FACTS AND PROCEDURAL HISTORY
Marcus was registered as an investment advisor with the Indiana Securitiee Division, and he and Michelle were principals in investment firms called Heritage Wealth Management (HWM), Heritage Insurance Services (HIS), and Icon Wealth Management (Icon). The offices were leased to both Mareus and Michelle, and Michelle kept the books and was chief financial officer (CFO) for the three firms. She was paid $11,600 monthly, and the State asserts she "did not consider her position as CFO to be simply a title.""
(Br. of Appellee State of Indiana (hereinafter "State's Br.") at 3.) She was the majority shareholder and a director of HWM. She handled the books, recordkeeping, and ac
counting for HWM and Icon, and had the authority to write checks and withdraw money from the HIS account. Marcus and Michelle agreed their assets would be held in Michelle's name because Marcus feared a "litigious industry" after 9-11. (App. at 129.)
Marcus encouraged some clients to invest in a fund that allegedly would take advantage of the relative strength of the Euro over the dollar. He instructed those clients to pay the money to HIS. Mareus apparently did not invest the money in the Euro fund; instead he and Michelle used the money in HIS for their personal expenses. In December 2008, Michelle withdrew $66,500 from the HIS account.
DISCUSSION AND DECISION
If the Securities Commissioner believes a person
has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this article or a rule adopted or order issued under this article or that a person has, is, or is about to engage in an act, practice, or course of business that materially aids a violation of this article or a rule adopted or order issued under this article, the commissioner may maintain an action in the circuit or superior court in the county where the investigation or inquiry in question is being conducted to enjoin the act, practice, or course of business and to enforce compliance with this article or a rule adopted or order issued under this article.
* # * *# * *t
(b) In an action under this section and on a proper showing, the court may:
(1) issue a permanent or temporary injunction, restraining order, or declaratory judgment;
(2) order other appropriate or ancillary relief, which may include:
(A) an asset freeze, accounting, writ of attachment, writ of general or specific execution, and appointment of a receiver or conservator;
(B) ordering a receiver or conservator appointed under clause (A) to take charge and control of a respondent's property, including investment accounts and accounts in a depository institution, rents, and profits; to collect debts; and to acquire and dispose of property ...
Ind.Code § 23-19-6-3.
Our seope of review of an interlocutory order appointing a receiver is limited. We will not weigh the evidence on appeal, and we must construe the evidence along with all reasonable inferences in favor of the trial court's decision. In re Marriage of Gore, 527 N.E.2d 191, 195 (Ind.Ct.App.1988). The appointment of a receiver is in the sound discretion of the trial court, and therefore our standard of review is that of abuse of discretion. Id.
Still, the appointment of a receiver is an
extraordinary and drastic remedy to be exercised with great caution. The action affects one of man's most cherished and sacred rights guaranteed by the United States Constitution-the right to be secure in his property. This right is fundamental to every society in which men are free. For these reasons the statute which grants such authority is to be strictly construed.
Crippin Printing Corp. v. Abel, 441 N.E.2d 1002, 1005 (Ind.Ct.App.1982) (internal quotation omitted).
The appointment of a receiver is a statutorily granted authority that must be strictly construed, and it cannot be sustained unless proper statutory grounds for the appointment are sufficiently shown. City of South Bend v. Century Indent. Co., 821 N.E.2d 5, 13 (Ind.Ct.App.2005), trans. denied 841 N.E.2d 181 (Ind.2005). The power to appoint a receiver should be exercised only when it is clear that no other full and adequate remedy exists whereby justice between the parties may be affected and a wrong prevented, and only in a clear case of extreme necessity. Accordingly, the standard by which the appointment can be justified is exceptionally stringent. Marriage of Gore, 527 N.E.2d at 195.
The trial court made special findings of fact and conclusions of law, as it must when deciding whether to grant a preliminary injunction. Aberdeen Apartments v. Cary Campbell Realty Alliance, Inc., 820 N.E.2d 158, 163 (Ind.Ct.App.2005), reh'g denied, trans. denied. On review, we determine whether the findings support the judgment. Id. We will reverse only if the judgment is clearly erroneous. Id. Findings of fact are clearly erroneous when the record lacks evidence or reasonable inferences from the evidence to support them. Id. We consider the evidence in the light most favorable to the judgment and construe findings together liberally in favor of the judgment. Id.
While the record as to Michelle is quite sparse, we cannot say the trial court abused its discretion in appointing a receiver. The appointment of a receiver was premised on the trial court's conclusions Michelle "materially aided" Mareus and his corporations in violating the Securities Act by "allowing and personally converting investor funds to be used for the personal use" of her and Mareus, (App. at 19), and she was "jointly and severally liable with and to the same extent as" Mareus and his companies by virtue of her position as Chief Financial Officer of three companies.
(Id. at 11.)
1. Does the Evidence Support the Findings?
Michelle notes it was to the HIS account alone that Mareus had his clients wire funds or write checks, and she asserts there was no evidence she was CFO of HIS. As we may not weigh the evidence and must construe the evidence along with all reasonable inferences in favor of the trial court's decision, we cannot say the finding she was CFO of HIS is clearly erroneous. There was evidence Michelle kept the books for HIS, and Mareus said she was CFO.
It is apparent she had access to the HIS checking account, as she withdrew at least $66,500 from it.
Michelle next asserts there was no evidence to support the finding Marcus and Michelle "did convert investor funds for his or her own personal use," (App. at 12), as there was no evidence she intentionally or knowingly used investor funds. Her argument is premised on the statutory definition of eriminal conversion: "A person who knowingly or intentionally exerts unauthorized control over property of another person commits criminal conversion." Ind.Code § 85-438-4-3. A person who has suffered a pecuniary loss as a result of a criminal conversion may bring a civil action to recover the loss, and in such a civil action must prove by a preponderance of the evidence that the defendant committed the criminal act. Jet Credit Union v. Loudermilk, 879 N.E.2d 594, 597 (Ind.Ct.App.2008), trans. denied 891 N.E.2d 49 (Ind.2008). In a criminal conversion action, criminal intent is an essential element that must be proven. Id. To
establish that intent, a plaintiff must show the defendant was aware of a high probability his control over the plaintiff's property was unauthorized. Id.
Criminal conversion requires the unauthorized control to be either knowing or intentional, but mens rea is not an element of tortious conversion. Computers Unlimited, Inc. v. Midwest Data Systems, Inc., 657 N.E.2d 165, 171 (Ind.Ct.App.1995). Nor is good faith a defense. Id. Conversion, as a tort, is the appropriation of the personal property of another to the party's own use and benefit, or in its destruction, or in exercising dominion over it, in exclusion and defiance of the rights of the owner or lawful possessor, or in withholding it from his possession, under a claim and title inconsistent with the owner's. Id.
Michelle acknowledges "there was evidence to support the trial court's conclusion that Michelle had access to the [HIS] account and that funds from that account were used in one instance to pay the loan on Michelle's home," (Br. of Appellant, Michelle Schrenker at 22), "investor funds were deposited in the [HIS] account in December of 2008," (Reply Br. of Appellant, Michelle Schrenker at 7), and Michelle withdrew money from that account that same month. As nothing in the statute or case law appears to limit the Commissioner's authority to securities violations involving eriminal conversion, we cannot say the finding Michelle personally converted investor funds is unsupported by the evidence.
Michelle asserts there is no evidence to support the finding she and Mareus put their assets in her name to protect the assets from criminal Hability. She is correct. The trial court found the assets were placed in Michelle's name for protection from "civil and criminal liability." (App. at 11.) But the State's investigator testified only that Michelle told him "after 911 [Marcus] indicated that, he being in what she termed he said a litigious industry, it was best to put the assets in her name in case something happened, it would be protected." (Id. at 129.) As the evidence indicates only that the disposition of the assets was premised on "litigation" in the "industry," the finding as to eriminal liability was clearly erroneous.
Finally, the trial court found Marcus instructed his clients to "wire or write checks to [HIS, HWM, or Ieon]." (Id. at 12.) There is no evidence any client ever wrote a check to HWM or Icon. That finding was clearly erroneous to the extent it referred to HWM and Icon.
2. Do the Findings Support the Judgment?
After setting aside the unsupported findings, we are left with only the following findings as support for the ultimate conclusion Michelle "materially aided" Marcus in violating the Securities Act: the minimal evidence Michelle was CFO of HIS, and the evidence she withdrew money from the HIS account.
We cannot say those findings are inadequate to support the trial court's conclusion Michelle violated the Securities Act or "materially aided" Marcus in doing so. (Id. at 19.) In its Order, the trial court found the State had established a prima facie case Michelle "engaged in an act, practice, or course of business that materi
ally aided a violation" of the Securities Act, (id. at 20), based on the facts she was a named officer in the corporations, she was overpaid for her duties, she let Marcus put some assets in her name, and she personally withdrew funds from the corporations' accounts.
In Kirchoff v. Selby, 703 N.E.2d 644, 651 (Ind.1998), our Supreme Court addressed what it means to "materially aid" a securities act violation. It interpreted a section of the predecessor statute, Ind.Code § 23-2-1-19(d), which provided:
A person who directly or indirectly controls a person liable under subsection (a), (b), or (c), a partner, officer, or director of the person, a person occupying a similar status or performing similar functions, an employee of a person who materially aids in the conduct creating liability, and a broker-dealer or agent who materially aids in the conduct are also liable jointly and severally. ...
The Kirchoff Court noted the "very substantial body of law dealing with the Hability of those who aid or abet a violation of the federal securities laws." 703 N.E.2d at 652. While it expressed no opinion on the conduct necessary to materially aid under the facts of that case, it did note:
The standard for 'materially aids' under state securities laws has been found by some courts to be different from federal aider and abettor liability. Compare Monsen v. Consolidated Dressed Beef Co., 579 F.2d 793, 799-800 (3d Cir.1978) (Federal aider and abettor liability requires a showing of (1) existence of a securities law violation by the primary party; (2) knowledge of that violation by the aider and abettor; and (8) substantial assistance by the aider and abettor in the achievement of that violation. Substantial assistance is determined by: (a) the amount of assistance given by the person; (b) the person's presence or absence at the time of the violation; (c) the person's relation to the person committing the violation; and (d) the person's state of mind.), and Saltzman v. Zern, 407 F.Supp. 49, 53 (E.D.Pa.1976) (applying three prong test for federal aider and abettor liability), with Connecticut National Bank v. Giacomi, 242 Conn. 17, 699 A.2d 101, 121-122 (Conn.1997) (Violation of "materially aids" provision requires showing of (1) violation of securities act and (2) material assistance by aider and abettor. Material assistance is aid that has a natural ten-deney to influence or is capable of influencing the decision of the purchaser.), Foley v. Allard, 427 N.W.2d 647, 651 (Minn.1988) (adopting three-prong federal test for aider and abettor Hability but defining substantial assistance in prong three as a substantial causal connection between the culpable conduct of the alleged aider and abettor and the harm to the plaintiff), and Mendelsohn v. Capital Underwriters Inc., 490 F.Supp. 1069, 1084 (N.D.Cal.1979) (applying substantial causal connection standard to state aider and abettor violation).
Id. at 652 n. 7.
The conduct necessary to "materially aid" a securities law violation appears to be a question of first impression in Indiana After considering the various definitions of "materially aid," we adopt the standard used in Foley v. Allard, which requires a substantial causal connection between the culpable conduct of the alleged aider and abettor and the harm to the plaintiff.
In Foley, Foley sued Allard and RJ. Steichen & Company for securities violations. She alleged that Allard, posing as a Steichen broker, induced her to invest $10,000 and then lost most of the investment, and that Steichen materially aided Allard in his fraudulent scheme by allowing him to receive phone calls and conduct business on its premises. As to the "substantial assistance" prong of the test, Foley based her case against Steichen on three to four phone calls Steichen's receptionist took for Allard. No business was transacted in any of these calls, and Foley did not establish a substantial causal connection between the phone calls and her investment loss. Foley was seeing Allard daily-he was a good friend of mutual friends who had wholeheartedly endorsed him to her. "She had undoubtedly established sufficient confidence in him to cause these two phone calls to be irrelevant to the ultimate and unfortunate investment transaction." 427 N.W.2d at 651. Accordingly, Foley did not establish Steichen's secondary liability. Id.
In the case before us, by contrast, it is apparent there was a substantial causal connection between Michelle's culpable conduct, in the form of withdrawing investor funds from the HIS account, and the harm the investors suffered in the form of lost money. Therefore, the court did not err in concluding Michelle materially aided Marcus in violating the Securities Act. The appointment of a receiver was not an abuse of discretion, and we affirm.
Affirmed.
ROBB, J., and BROWN, J., concur.