NOT PRECEDENTIAL
UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT ___________
No. 23-1751 __________
SECURITIES AND EXCHANGE COMMISSION
v.
GEORGE GEORGIOU, Appellant ____________________________________
On Appeal from the United States District Court for the Eastern District of Pennsylvania (D.C. Civil Action No. 2:09-cv-00616 ) District Judge: Honorable Michael M. Baylson ____________________________________
Submitted Pursuant to Third Circuit LAR 34.1(a) May 8, 2026 Before: BIBAS, CHUNG, and BOVE, Circuit Judges
(Opinion filed: May 14, 2026) ___________
OPINION* ___________
PER CURIAM
George Georgiou appeals pro se from the District Court’s summary judgment in
favor of the Securities and Exchange Commission (SEC) on its claims that Georgiou
* This disposition is not an opinion of the full Court and pursuant to I.O.P. 5.7 does not constitute binding precedent. committed securities fraud. We will affirm.
From 2004 through 2008, Georgiou and his co-conspirators engaged in a stock
fraud scheme resulting in more than $55 million in actual losses. In February 2009, the
SEC brought this civil enforcement action against Georgiou alleging that his fraudulent
trading practices and market manipulation violated 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.
Concurrent with the SEC’s case, the Department of Justice (DOJ) filed criminal
charges against Georgiou based on the same fraudulent scheme to manipulate the market
for the same securities. The civil action was stayed pending completion of the criminal
trial. In February 2010, a jury found Georgiou guilty on all charges, including two of the
same violations of the Exchange Act at issue here—securities fraud under Section 10(b)
and Rule 10b-5. Georgiou was sentenced to 300 months’ imprisonment and ordered to
pay over $55 million in restitution.1 The District Court also granted the Government’s
motion for a $26 million forfeiture judgment. This Court affirmed the conviction and
sentence on direct appeal, see United States v. Georgiou, 777 F.3d 125 (3d Cir. 2015),
and the Supreme Court denied certiorari, see Georgiou v. United States, 577 U.S. 954
(2015). Georgiou has filed a “staggering number” of unsuccessful post-judgment
motions. Dist. Ct. Mem. 2, ECF No. 59.
1 At sentencing, the District Judge commented that “[Georgiou] obstructed justice by perjuring himself in this court. The evidence in this case was overwhelming. [Georgiou] sat there and listened to it, and yet he took the witness stand and gave evidence that really left the court stunned.” Mem. 2 n.1, ECF No. 59. 2 In January 2023, the District Court transferred the civil case back to the active
docket and granted summary judgment for the SEC, holding that Georgiou’s civil
liability for federal securities fraud was established as a matter of collateral estoppel by
his criminal convictions for the same conduct. The District Court also awarded
disgorgement and prejudgment interest, but it deemed those obligations satisfied by the
restitution order in his criminal case. Georgiou appealed.
We have jurisdiction pursuant to 28 U.S.C. § 1291. We exercise plenary review
over the District Court’s grant of summary judgment, Blunt v. Lower Merion Sch. Dist.,
767 F.3d 247, 265 (3d Cir. 2014), and application of issue preclusion, Jean Alexander
Cosms., Inc. v. L’Oreal USA, Inc., 458 F.3d 244, 248 (3d Cir. 2006). We review the
District Court’s disgorgement award for abuse of discretion. CFTC v. Am. Metals Exch.
Corp., 991 F.2d 71, 76 (3d Cir. 1993).
We see no error in the District Court’s determination that Georgiou’s criminal
convictions worked an estoppel in favor of the SEC. A criminal conviction collaterally
estops a defendant from relitigating in a subsequent civil action issues that were resolved
in the criminal proceeding if “(1) the issue sought to be precluded is the same as that
involved in the prior action; (2) that issue was actually litigated; (3) it was determined by
a final and valid judgment; and (4) the determination was essential to the prior
judgment.” Anderson v. Comm’r of Internal Revenue, 698 F.3d 160, 167 (3d Cir. 2012)
(quotation marks and alterations omitted).
Those elements are satisfied here. First, both cases involved the exact same
conduct and series of events. In the criminal case, the jury found Georgiou guilty of
3 violating Section 10(b) of the Exchange Act and Rule 10b-5. In this case, the SEC
claimed that he was liable for violating these same securities laws, and those provisions
require proof of the same elements regardless of whether they are invoked in a criminal
or civil case. The SEC also claimed that Georgiou was liable for violating Section 17(a)
of the Securities Act, which requires proof of the same elements as Section 10(b), except
that claims under Section 17(a) may be premised on offers of securities as well as
completed sales. See 15 U.S.C. § 77q(a). Because the buying and selling of securities
was what was at issue in the criminal trial, the jury’s guilty verdict on Section 10(b)
established the elements of Section 17(a). Cf. Sec. & Exch. Comm’n v. Stein, 906 F.3d
823, 830 (9th Cir. 2018) (concluding that appellant’s conviction for securities fraud under
18 U.S.C. § 1348 established his liability under Section 17(a) because both claims
“require proof of the same elements except that Section 17(a) prohibits fraud in the offer
or sale of any securities, which was what was at stake in the criminal trial” (quotation
marks omitted)). And the remaining three elements of collateral estoppel were also
satisfied: Georgiou’s liability under the securities laws was actually litigated and
determined by a final judgment, and the determination was essential to the criminal
judgment.
On appeal, Georgiou argues that the District Court erred in giving his criminal
convictions preclusive effect because he is still pursuing collateral challenges to the
convictions. But “a judgment’s preclusive effect is generally immediate, notwithstanding
any appeal.” Coleman v. Tollefson, 575 U.S. 532, 539 (2015). Relatedly, Georgiou
argues that his criminal convictions cannot work an estoppel because “the record [in his
4 criminal case] is rife with unresolved factual disputes.” Br. 34, ECF No. 63. He asserts,
for example, that his convictions are “infected by unresolved judicial bias,” Br. 26; that
Free access — add to your briefcase to read the full text and ask questions with AI
NOT PRECEDENTIAL
UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT ___________
No. 23-1751 __________
SECURITIES AND EXCHANGE COMMISSION
v.
GEORGE GEORGIOU, Appellant ____________________________________
On Appeal from the United States District Court for the Eastern District of Pennsylvania (D.C. Civil Action No. 2:09-cv-00616 ) District Judge: Honorable Michael M. Baylson ____________________________________
Submitted Pursuant to Third Circuit LAR 34.1(a) May 8, 2026 Before: BIBAS, CHUNG, and BOVE, Circuit Judges
(Opinion filed: May 14, 2026) ___________
OPINION* ___________
PER CURIAM
George Georgiou appeals pro se from the District Court’s summary judgment in
favor of the Securities and Exchange Commission (SEC) on its claims that Georgiou
* This disposition is not an opinion of the full Court and pursuant to I.O.P. 5.7 does not constitute binding precedent. committed securities fraud. We will affirm.
From 2004 through 2008, Georgiou and his co-conspirators engaged in a stock
fraud scheme resulting in more than $55 million in actual losses. In February 2009, the
SEC brought this civil enforcement action against Georgiou alleging that his fraudulent
trading practices and market manipulation violated 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.
Concurrent with the SEC’s case, the Department of Justice (DOJ) filed criminal
charges against Georgiou based on the same fraudulent scheme to manipulate the market
for the same securities. The civil action was stayed pending completion of the criminal
trial. In February 2010, a jury found Georgiou guilty on all charges, including two of the
same violations of the Exchange Act at issue here—securities fraud under Section 10(b)
and Rule 10b-5. Georgiou was sentenced to 300 months’ imprisonment and ordered to
pay over $55 million in restitution.1 The District Court also granted the Government’s
motion for a $26 million forfeiture judgment. This Court affirmed the conviction and
sentence on direct appeal, see United States v. Georgiou, 777 F.3d 125 (3d Cir. 2015),
and the Supreme Court denied certiorari, see Georgiou v. United States, 577 U.S. 954
(2015). Georgiou has filed a “staggering number” of unsuccessful post-judgment
motions. Dist. Ct. Mem. 2, ECF No. 59.
1 At sentencing, the District Judge commented that “[Georgiou] obstructed justice by perjuring himself in this court. The evidence in this case was overwhelming. [Georgiou] sat there and listened to it, and yet he took the witness stand and gave evidence that really left the court stunned.” Mem. 2 n.1, ECF No. 59. 2 In January 2023, the District Court transferred the civil case back to the active
docket and granted summary judgment for the SEC, holding that Georgiou’s civil
liability for federal securities fraud was established as a matter of collateral estoppel by
his criminal convictions for the same conduct. The District Court also awarded
disgorgement and prejudgment interest, but it deemed those obligations satisfied by the
restitution order in his criminal case. Georgiou appealed.
We have jurisdiction pursuant to 28 U.S.C. § 1291. We exercise plenary review
over the District Court’s grant of summary judgment, Blunt v. Lower Merion Sch. Dist.,
767 F.3d 247, 265 (3d Cir. 2014), and application of issue preclusion, Jean Alexander
Cosms., Inc. v. L’Oreal USA, Inc., 458 F.3d 244, 248 (3d Cir. 2006). We review the
District Court’s disgorgement award for abuse of discretion. CFTC v. Am. Metals Exch.
Corp., 991 F.2d 71, 76 (3d Cir. 1993).
We see no error in the District Court’s determination that Georgiou’s criminal
convictions worked an estoppel in favor of the SEC. A criminal conviction collaterally
estops a defendant from relitigating in a subsequent civil action issues that were resolved
in the criminal proceeding if “(1) the issue sought to be precluded is the same as that
involved in the prior action; (2) that issue was actually litigated; (3) it was determined by
a final and valid judgment; and (4) the determination was essential to the prior
judgment.” Anderson v. Comm’r of Internal Revenue, 698 F.3d 160, 167 (3d Cir. 2012)
(quotation marks and alterations omitted).
Those elements are satisfied here. First, both cases involved the exact same
conduct and series of events. In the criminal case, the jury found Georgiou guilty of
3 violating Section 10(b) of the Exchange Act and Rule 10b-5. In this case, the SEC
claimed that he was liable for violating these same securities laws, and those provisions
require proof of the same elements regardless of whether they are invoked in a criminal
or civil case. The SEC also claimed that Georgiou was liable for violating Section 17(a)
of the Securities Act, which requires proof of the same elements as Section 10(b), except
that claims under Section 17(a) may be premised on offers of securities as well as
completed sales. See 15 U.S.C. § 77q(a). Because the buying and selling of securities
was what was at issue in the criminal trial, the jury’s guilty verdict on Section 10(b)
established the elements of Section 17(a). Cf. Sec. & Exch. Comm’n v. Stein, 906 F.3d
823, 830 (9th Cir. 2018) (concluding that appellant’s conviction for securities fraud under
18 U.S.C. § 1348 established his liability under Section 17(a) because both claims
“require proof of the same elements except that Section 17(a) prohibits fraud in the offer
or sale of any securities, which was what was at stake in the criminal trial” (quotation
marks omitted)). And the remaining three elements of collateral estoppel were also
satisfied: Georgiou’s liability under the securities laws was actually litigated and
determined by a final judgment, and the determination was essential to the criminal
judgment.
On appeal, Georgiou argues that the District Court erred in giving his criminal
convictions preclusive effect because he is still pursuing collateral challenges to the
convictions. But “a judgment’s preclusive effect is generally immediate, notwithstanding
any appeal.” Coleman v. Tollefson, 575 U.S. 532, 539 (2015). Relatedly, Georgiou
argues that his criminal convictions cannot work an estoppel because “the record [in his
4 criminal case] is rife with unresolved factual disputes.” Br. 34, ECF No. 63. He asserts,
for example, that his convictions are “infected by unresolved judicial bias,” Br. 26; that
an SEC analyst presented false trading charts at trial; that a government informant
committed perjury; and that he has obtained new evidence that undermines his
convictions. But Georgiou’s challenges to his criminal proceedings do not create factual
disputes here; when collateral estoppel applies, no further litigation on the issue is
allowed. See United States v. Rigas, 605 F.3d 194, 217 (3d Cir. 2010) (en banc).
Georgiou also contends that the District Court committed a number of procedural
errors in the proceedings below. He asserts that the District Court returned the case to the
active docket without notifying him; that he was not given an opportunity to contest the
SEC’s claims before summary judgment; that the District Court held an ex parte
teleconference; and that the District Court delayed the proceedings. Georgiou does not,
however, explain how these alleged errors affected the District Court’s determination that
his criminal convictions collaterally estopped him from relitigating those issues in this
civil action.2 Therefore, any error was harmless. See Delgado-Sobalvarro v. Att’y Gen.,
2 With respect to Georgiou’s contention that the ex parte telephone conference was “a dispositive hearing which rendered the judgment,” Br. 20, we have reviewed the transcript, ECF No. 63, and agree with the District Court that “[n]o rulings were made of any kind nor did anything else occur that was prejudicial to [him], Order 1, ECF No. 68. See United States v. Skulsky, 786 F.2d 558, 561 (3d Cir. 1986) (affirming the denial of evidentiary hearing on issue of ex parte communications because the record clearly indicated that the ex parte communication concerned “the procedural question of [the appropriate] forum” and, thus, could not have been prejudicial to the defendants); In re Sch. Asbestos Litig., 977 F.2d 764, 789 (3d Cir. 1992) (“[Ex parte communications] are tolerated of necessity, however, where related to non-merits issues, for administrative matters, and in emergency circumstances.”). 5 625 F.3d 782, 787 (3d Cir. 2010) (“To establish a violation of due process, the
petitioner[] must show that substantial prejudice resulted from the alleged procedural
errors.”).
Finally, the District Court acted within its discretion in finding that Georgiou was
liable for disgorgement of $21,079,074, representing the net profits gained through his
violations of the securities laws. The Exchange Act authorizes district courts to grant
“equitable relief that may be appropriate or necessary for the benefit of investors.” 15
U.S.C. § 78u(d)(5); see also id. § 78u(d)(7) (authorizing a district court to award
disgorgement in actions brought by the SEC). “[A] disgorgement award that does not
exceed a wrongdoer’s net profits and is awarded for victims is equitable relief
permissible under § 78u(d)(5).” Liu v. Sec. & Exch. Comm’n, 591 U.S. 71, 75 (2020).
Although Georgiou contends that the SEC did not meet its burden of demonstrating that
this figure represents his ill-gotten gains, we have already rejected this argument and
concluded that $26 million “constitutes[] or is derived from proceeds traceable to the
offenses of which [Georgiou] was convicted.” Georgiou, 777 F.3d 146–47 (internal
quotation omitted); see also United States v. Georgiou, 800 F. App’x 136, 139 (3d Cir.
2020) (not precedential) (rejecting Georgiou’s challenge to the forfeiture order based on
proceeds he never obtained because “there is ample evidence in the record that Georgiou
obtained millions in proceeds from the scheme”).
We have considered Georgiou’s remaining arguments on appeal and conclude that
they are meritless. Accordingly, we will affirm.