U.S. Securities & Exchange Commission v. Aronson

665 F. App'x 78
CourtCourt of Appeals for the Second Circuit
DecidedDecember 5, 2016
Docket15-3446-cv
StatusPublished
Cited by2 cases

This text of 665 F. App'x 78 (U.S. Securities & Exchange Commission v. Aronson) is published on Counsel Stack Legal Research, covering Court of Appeals for the Second Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
U.S. Securities & Exchange Commission v. Aronson, 665 F. App'x 78 (2d Cir. 2016).

Opinion

SUMMARY ORDER

Defendant-Appellant Fredric H. Aaron appeals from a final judgment entered in favor of Plaintiff-Appellee United States Securities and Exchange Commission by the United States District Court for the Southern District of New York. Aaron challenges both the district court’s order to brief the issue of monetary relief after Aaron conceded liability and the substanee of the monetary relief imposed. We assume the parties’ familiarity with the un[80]*80derlying facts, the procedural history, and the district court’s rulings that form the basis of this appeal.

We review district court “determination[s] undertaken to manage the litigation before the court” for abuse of .discretion. In re World Trade Ctr. Disaster Site Litig., 722 F.3d 483, 487 (2d Cir. 2013). We likewise review orders of disgorgement and the imposition of civil penalties for abuse of discretion. SEC v. Kern, 425 F.3d 143, 153-54 (2d Cir. 2005); SEC v. Warde, 151 F.3d 42, 49 (2d Cir. 1998). The interpretation of the terms of a settlement agreement approved by the district court is subject to de novo review. See United States v. Int’l Bhd. of Teamsters, Chauffeurs, Warehousemen and Helpers of Am., AFL-CIO, 141 F.3d 405, 408 (2d Cir. 1998).

With respect to the district court’s briefing order, we find no abuse of discretion. “It is well established that district courts possess the ‘inherent power’ and responsibility to manage their dockets ‘so as to achieve the orderly and expeditious disposition of cases.’” In re World Trade Ctr., 722 F.3d at 487 (quoting Link v. Wabash R.R. Co., 370 U.S. 626, 630-31, 82 S.Ct. 1386, 8 L.Ed.2d 734 (1962)). The district court exercised its sound discretion here in ordering briefing on the monetary relief after waiting more than a year for the criminal case to resolve. Further, Aaron identifies no cognizable prejudice that he suffered from the district court’s actions.

It is true as a general matter that consent judgments are “construed largely as contracts.” United States v. Apple, Inc., 791 F.3d 290, 337 (2d Cir. 2015) (quoting SEC v. Citigroup Glob. Mkts., Inc., 752 F.3d 285, 297 (2d Cir. 2014)) (alterations omitted). And it is also true that a district court generally has a “duty to enforce the stipulation that it has approved.” Geller v. Branic Int’l Realty Corp., 212 F.3d 734, 737 (2d Cir. 2000). But it is not true that the district court was bound by the provision Aaron cites here. The cases that Aaron cites do not stand for the broad proposition that consent agreements conclusively bind a district court’s procedures. See Citigroup Glob. Mkts., Inc., 752 F.3d 285 (addressing a district court’s refusal to approve a consent agreement in the first place); Geller, 212 F.3d 734 (dealing with sealing case documents, a power not possessed by the parties); City of Hartford v. Chase, 942 F.2d 130 (2d Cir. 1991) (concerning district court’s interpretation of a confidentiality order that was contrary to the plain text of the consent agreement).

Here, the briefing provision contemplated that the parties would propose a briefing schedule after the conclusion of Aaron’s criminal case. By its plain language, it did not conclusively bind the district court to any particular briefing schedule, nor did it limit the district court’s inherent power to manage its docket. See In re World Trade Ctr., 722 F.3d at 487. And unlike Citigroup, Geller, and City of Hartford, the briefing provision did not reach any substantive issue. It merely set out the procedure by which monetary relief would be determined after Aaron conceded liability. As such, there is no basis in this Court’s precedents to conclude that the district court was conclusively, bound to wait (perhaps indefinitely) to resolve the only issues remaining in the case.

Nor do we find that Aaron suffered any cognizable prejudice as a result of the briefing order. First, “[a] defendant has no absolute right not to be forced to choose between testifying in a civil matter and asserting his Fifth Amendment privilege.” Louis Vuitton Malletier S.A. v. LY USA Inc., 676 F.3d 83, 98 (2d Cir. 2012) (quoting Keating v. Office of Thrift Supervision, [81]*8145 F.3d 322, 326 (9th Cir. 1995)); see also Kashi v. Gratsos, 790 F.2d 1050, 1057 (2d Cir. 1986) (“[T]he Constitution does not ordinarily require a stay of civil proceedings pending the outcome of criminal proceedings.” (quoting SEC v. Dresser Indus., 628 F.2d 1368, 1372 (D.C. Cir. 1980) (en banc))). Thus, the “dilemma demanding a choice between complete silence and presenting a defense has never been thought an invasion of the privilege against self-incrimination.” Williams v. Florida, 399 U.S. 78, 84, 90 S.Ct. 1893, 26 L.Ed.2d 446 (1970). Moreover, any speculation about how the SEC or the district court would have acted had the criminal case concluded first is not prejudice in any cognizable sense.

With respect to the substance of the relief ordered, we also conclude that the district court did not abuse its discretion. District courts enjoy “broad equitable power to fashion appropriate remedies” for federal securities law violations, “including ordering that culpable defendants disgorge their profits.” SEC v. First Jersey Sec., Inc., 101 F.3d 1450, 1474 (2d Cir. 1996). “The amount of disgorgement ordered need only be a reasonable approximation of profits causally connected to the violation.” SEC v. Razmilovic, 738 F.3d 14, 31 (2d Cir. 2013) (quoting SEC v. First Jersey Sec., Inc., 101 F.3d 1450, 1475 (2d Cir. 1996)). The SEC must first establish “a reasonable approximation of the profits causally related to the fraud,” then the burden shifts to the defendant “to show that his gains ‘were unaffected by his offenses.’” Id. (quoting SEC v. Lorin, 76 F.3d 458, 462 (2d Cir. 1996)).

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Bluebook (online)
665 F. App'x 78, Counsel Stack Legal Research, https://law.counselstack.com/opinion/us-securities-exchange-commission-v-aronson-ca2-2016.