Cluster 806191

See id. at 215 (“[I]f a jury were convinced that the defendant had a high degree of actual knowledge ... they would be well justified in concluding that the defendant’s actions, which perhaps could be viewed innocently in some contexts, were taken with the goal of helping the fraud succeed.”).

Satisfaction of the knowledge requirement will depend on the theory of primary liability, and there may be a nexus between the degree of knowledge and the requirement that the alleged aider and abettor render substantial assistance.” SEC v. DiBella, 587 F.3d 553, 566 (2d Cir.2009) (internal citations and alterations omitted); see also Apuzzo, 689 F.3d at 215 (“[A] high degree of knowledge may lessen the SEC’s burden in proving substantial assistance, just as a high degree of…

Satisfaction of the knowledge requirement will depend on the theory of primary liability, and there may be a nexus between the degree of knowledge and the requirement that the alleged aider and abettor render substantial assistance.” SEC v. DiBella, 587 F.3d 553, 566 (2d Cir.2009) (internal citations and alterations omitted); see also Apuzzo, 689 F.3d at 215 (“[A] high degree of knowledge may lessen the SEC’s burden in proving substantial assistance, just as a high degree of…

The Aiding and Abetting Claims: Counts Five, Ten, Thirteen, and Fifteen “In order for a defendant to be liable as an aider and abettor in a civil enforcement action, the SEC must prove: ‘(1) the existence of a securities law violation by the primary (as opposed to the aiding and abetting) party; (2) knowledge of this violation on the part of the aider and abettor; and (3) substantial assistance by the aider and abettor in the achievement of the primary violation.’” SEC v. Ap…

Section 20(e) Exchange Act and Section 15(b) of the Securities Act enables “the SEC, but not private litigants, to bring civil actions against aiders and abettors of securities fraud.” SEC v. Apuzzo, 689 F.3d 204, 211 (2d Cir. 2012) (citing 15 U.S.C. § 78t(e)); see also 15 U.S.C. § 77o(b) (codifying § 15(b) of the Securities Act).

At the Rule 12 stage, scienter may be pled generally,77 recklessness falls under the umbrella of scienter,78 and all factual allegations are construed in “in a light most favorable to the plaintiff” with “all reasonable inferences” drawn in the plaintiff’s favor.79 Moreover, as the SEC points out, some courts are willing to infer the third element of an aiding and abetting claim, scienter, where the second element, substantial assistance, is strongly supported.80 Here, Perry…

Id. ¶¶ 12, 15, 18, 20-21, 34, and 37. 23 The element of substantial assistance is met when the defendant “in some 24 sort associate[d] himself with the venture, that he participate[d] in it as in 25 something that he wishe[d] to bring about, [and] that he [sought] by his action to 26 make it succeed.” SEC v. Apuzzo, 689 F.3d 204, 206-07 (2d Cir. 2012).

To state a claim for aiding and abetting liability, the SEC must allege (1) a primary violation of the securities laws, (2) that the defendant knew or was reckless in not knowing of that violation, and (3) that the defendant provided “substantial assistance” in achievement of that primary violation. 15 U.S.C. § 78t(e); SEC v. Apuzzo, 689 F.3d 204, 206 (2d Cir. 2012).

To hold a defendant liable as an aider and abettor under this section, the SEC must prove: “(1) the existence of a securities law violation by the primary (as opposed to the aiding and abetting) party; (2) ‘knowledge’ of this violation on the part of the aider and abettor; and (3) ‘substantial assistance’ by the aider and abettor in the achievement of the primary violation.” SEC v. Apuzzo, 689 F.3d 204, 206 (2d Cir. 2012).

See F.T.C. v. WV Universal Mgmt., LLC, 877 F.3d 1234 , 1240–41 (11th Cir. 2017) (TSR’s substantial assistance claim and Second Restatement of Torts’ aider and abettor rule share three basic elements: primary violation, substantial assistance or encouragement or support, and knowledge); S.E.C. v. Apuzzo, 689 F.3d 204, 206 (2nd Cir. 2012) (stating elements of a claim for aider and abettor in a securities civil enforcement action as (a) existence of securities law violation by …

Compl. {] 27-71, 77-86, 90-93, 100-04, 109, 117-23; Gonnella v. SEC, 954 F.3d 536, 550 (2d Cir. 2020) (quoting SEC v. Apuzzo, 689 F.3d 204, 211 (2d Cir. 2012)); see also Hwang, 2023 WL 6124041 , at *18; SEC v. Stone, No. 22- cv-3553, 2023 WL 6387276 , at *6—7 (S.D.N.Y.

The district court “must accept as true all well-pleaded factual allegations in the Complaint and [] draw all reasonable inferences in favor of the plaintiff.” SEC v. Apuzzo, 689 F.3d 204, 207 (2d Cir. 2012).

Tex. June 10, 2021) (Fish, J.) (quoting SEC v. Apuzzo, 689 F.3d 204, 206 (2d Cir. 2012), cert. denied, 570 U.S. 918 (2013)).

The “SEC may bring such an action against ‘any person that knowingly [or recklessly] provides substantial assistance’ to a primary violator of the securities laws.” SEC v. Apuzzo, 689 F.3d 204, 211 (2d Cir. 2012) (quoting 15 U.S.C. § 78t(e)).9 To state a Section 20(e) claim, the SEC must allege “(1) the existence of a securities law violation by the primary (as opposed to the aiding and abetting) party; (2) ‘knowledge’ of this violation on the part of the aider and abettor; …

To establish a claim for aiding and abetting liability, the SEC must sufficiently allege: “(1) the existence of a securities law violation by the primary . . . party; (2) ‘knowledge’ of this violation on the part of the aider and abettor; and (3) ‘substantial assistance’ by the aider and abettor in the achievement of the primary violation.” S.E.C. v. Apuzzo, 689 F.3d 204, 206 (2d Cir. 2012) (quoting SEC v. DiBella, 587 F.3d 553, 566 (2d Cir. 2009)).

Scienter and substantial assistance are to be considered in tandem, as “a high degree of knowledge may lessen the SEC’s burden in proving substantial assistance, just as a high degree of substantial assistance may lessen the SEC’s burden in proving scienter.” SEC v. Apuzzo, 689 F.3d 204, 215 (2d Cir. 2012).

Accordingly, to establish its claim against Defendant for aiding and abetting securities law violations, the Commission must show: “(1) the existence of a securities law violation by the primary (as opposed to the aiding and abetting) party; (2) ‘knowledge’ of this violation on the part of the aider and abettor; and (3) ‘substantial assistance’ by the aider and abettor in the achievement of the primary violation.” SEC v. Apuzzo, 689 F.3d 204, 206 (2d Cir. 2012).

SEC v. Apuzzo, 689 F.3d 204, 206 (2d Cir. 2012) (cleaned up).

SEC v. Apuzzo, 689 F.3d 204, 206 (2d Cir. 2012) (cleaned up).

SEC v. Apuzzo, 689 F. 3d 204, 212, n. 9 (CA2 2012) (quoting IIT, an Int’l Inv.

SEC v. Apuzzo, 689 F. 3d 204, 212, n. 9 (CA2 2012) (quoting IIT, an Int'l Inv.

Substantial assistance requires that the aider and abettor “in some sort associated [her]self with the venture, that [s]he participated in it as in something that [s]he wished to bring about, and that [s]he sought by [her] action to make it succeed.” SEC v. Apuzzo, 689 F.3d 204, 206 (2d Cir. 2012) (citation omitted).

To state an aiding and abetting claim under Section 20(e), the SEC must plead “(1) the existence of a securities law violation by the primary (as opposed to the aiding and abetting) party; (2) knowledge of this violation on the part of the aider and abettor; -17- and (3) ‘substantial assistance’ by the aider and abettor in the achievement of the primary violation.” S.E.C. v. Apuzzo, 689 F.3d 204, 211 (2d Cir. 2012). e. False Certifications and Section 304 of the Sarbanes- Ox…

Application A. Aiding and Abetting Liability To hold a defendant liable as an aider and abettor in a civil enforcement action, the SEC must plead and ultimately prove “(1) the existence of a securities law violation by the primary (as opposed to the aiding and abetting) party; (2) knowledge of this violation on the part of the aider and abettor; and (3) substantial assistance by the aider and abettor in the achievement of the primary violation.” SEC v. Apuzzo, 689 F.3d 204, …

Comm’n v. Apuzzo, 689 F.3d 204, 206 (2d Cir. 2012)).

Failure to Sufficiently Allege Aiding and Abetting Section 20(e) of the Securities and Exchange Act of 1934 allows the SEC to bring actions against aiders and abettors of securities fraud. 15 U.S.C. § 78t(e) (“[A]ny person that knowingly or recklessly provides substantial assistance to another person in violation of a provision of this chapter, or of any rule or regulation issued under this chapter, shall be deemed to be in violation of such provision to the same - 36 - exte…

See 15 U.S.C. § 77o(b); S.E.C. v. Apuzzo, 689 F.3d 204, 206 (2d Cir. 2011); S.E.C. v. Espuelas, 905 F. Supp. 2d 507, 518 (S.D.N.Y. 2012).

Comm’n v. Apuzzo, 689 F.3d 204, 211 (2d Cir. 2012) (internal quotation marks omitted) (quoting Sec. & Exch.

“A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” S.E.C. v. Apuzzo, 689 F.3d 204, 207 (2d Cir. 2012) (quotation marks omitted).

Conn. 2010), rev’d on other grounds, 689 F.3d 204 (2d Cir. 2012)). “[T]he defendant need not know all of the details of the crime . . . if the evidence shows that he joined the venture, shared in it, and that his efforts contributed towards its success.” United States v. Best, 219 F.3d 192, 199-200 (2d Cir. 2000) (internal quotation marks and citations omitted). “[A] high degree of substantial assistance may lessen the SEC's burden in proving scienter.” S.E.C. v. Apuzzo, 689…

To state a claim for aiding and abetting, the SEC must allege: “(1) the existence of a securities law violation by the primary (as opposed to the aiding and abetting) party; (2) knowledge of this violation on the part of the aider and abettor; and (3) substantial assistance by the aider and abettor in the achievement of the primary violation.” SEC v. Apuzzo, 689 F.3d 204, 211 (2d Cir. 2012) (quotation marks omitted).'!

“In order for a defendant to be liable as an aider and abettor in a civil enforcement action, the SEC must prove: (1) the 26 existence of a securities law violation by the primary (as opposed to the aiding and abetting) party; (2) knowledge of this violation on the part of the aider and abettor; and (3) substantial assistance by the aider and abettor in the achievement of the primary violation.” SEC v. Apuzzo, 689 F.3d 204, 206 (2d Cir. 2012) (internal quotation marks omitte…

For behavior occurring prior to the passage of the Dodd-Frank Act in 2010 — which added the “or recklessly” language to the Acts — the Second Circuit has required the SEC to plead three elements: “(1) the existence of a securities law violation by the primary (as opposed to the aiding and abetting) party; (2) knowledge of this violation on the part of the aider and abettor; and (3) “substantial assistance’ by the aider and abettor in the achievement of the primary violation.…

For behavior occurring prior to the passage of the Dodd-Frank Act in 2010 — which added the “or recklessly” language to the Acts — the Second Circuit has required the SEC to plead three elements: “(1) the existence of a securities law violation by the primary (as opposed to the aiding and abetting) party; (2) knowledge of this violation on the part of the aider and abettor; and (3) “substantial assistance’ by the aider and abettor in the achievement of the primary violation.…

Prosser, Handbook of the Law and Torts 292–93 (4th ed. 1971)). 102 is no requirement that the government prove injury, because the purpose of such actions is deterrence, not compensation.” SEC v. Apuzzo, 689 F.3d 204, 212 (2d Cir. 2012) (rejecting defendant’s invocation of “proximate cause” tort principle in SEC enforcement action).

To state a claim for aiding and abetting, the SEC must allege three things: “[i] the existence of a securities law violation by the primary (as opposed to the aiding and abetting) party; [ii] knowledge of this violation on the part of the aider and abettor; and [iii] substantial assistance by the aider and abettor in the achievement of the primary violation.” SEC v. Apuzzo, 689 F.3d 204, 211 (2d Cir. 2012) (internal quotation marks omitted) (citing SEC v. DiBella, 587 F.3d 5…

To satisfy the "substantial assistance" component of aiding and abetting, "the SEC must show that the defendant 'in some sort associate[d] himself with the venture, that he participate[d] in it as in something that he wishe[d] to bring about, [and] that he [sought] by his action to make it succeed.' " Apuzzo , 689 F.3d at 206 (quotation omitted).

To survive a motion to dismiss a claim of aiding and abetting liability, the SEC must allege: “(1) the existence of a securities law violation by the primary (as opposed to the aiding and abetting) party; (2) knowledge of this violation on the part of the aider and abettor; and (3) substantial assistance by the aider and abettor in the achievement of the primary violation.” SEC v. Apuzzo, 689 F.3d 204, 211 (2d Cir. 2012) (citation omitted).

SEC v. Apuzzo, 689 F.3d 204, 213 (2d Cir. 2012).

Aiding and Abetting Securities Fraud “In order for a defendant to be liable as an aider and abettor in a civil enforcement action, the SEC must prove: ‘(1) the existence of a securities law viola tion by the primary (as opposed to the aiding and abetting) party; (2) “knowledge” of this violation on the part of the aider and abettor; and (3) “substantial assistance” by the aider and abettor in the achievement of the primary violation.’” SEC v. Apuzzo, 689 F.3d 204, 206 (2d Ci…

With regard to the substantial assistance element (which the Wylys raise only in their reply brief), the jury could have reasonably found that the Wylys “in some sort associated [themselves] with the venture, that [they] participated in it as in something that [they] wished to bring about_” SEC v. Apuzzo, 689 F.3d 204, 206 (2d Cir.2012) (citing United States v. Peoni, 100 F.2d 401, 402 (2d Cir.1938)).

In reaching this conclusion, “we draw guidance from the well-developed law of aiding and abetting liability in criminal cases; for if the conduct of an aider and abettor is sufficient to impose criminal liability, a fortiori it is sufficient to impose civil liability in a government enforcement action.” SEC v. Apuzzo, 689 F.3d 204, 212 (2d Cir.2012).

SEC v. Apuzzo, 689 F.3d 204, 207 (2d Cir.2012). .

SEC v. Apuzzo, 689 F.3d 204, 212 (2d Cir.2012) (emphasis added). .

SEC v. Apuzzo, 689 F.3d 204, 212 (2d Cir.2012) (emphasis added). .

In order to state a claim of aiding- and-abetting liability, the SEC must plead: “(1) the existence of a securities law violation by the primary (as opposed to the aiding and abetting) party; (2) knowledge of this violation on the part of the aider and abettor; and (3) ‘substantial assistance’ by the aider and abettor in the achievement of the primary violation.” S.E.C. v. Apuzzo, 689 F.3d 204, 211 (2d Cir.2012) (citing S.E.C. v. DiBella, 587 F.3d 553, 566 (2d Cir.2009)).

Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5 Exchange Act Section 20(e) permits the SEC to bring a civil enforcement action for aiding and abetting securities fraud against “any person that knowingly provides substantial assistance” to a primary violator of the securities laws. 15 U.S.C. § 78t(e); SEC v. Apuzzo, 689 F.3d 204, 211 (2d Cir.2012).

The court emphasized that the three components of the aiding-and-abetting test-knowledge, intent, and action in furtherance of the violation—“cannot be considered in isolation from one another.” Id. at 185 n. 18 (quoting SEC v. Apuzzo, 689 F.3d 204, 214 (2d Cir.2012)) (internal quotation marks omitted).

On a motion to dismiss, beyond the well-pleaded allegations in the Amended Complaint, the Court may also consider those documents “incorporated in [the Amended Complaint] by reference” and “matters of which judicial notice may be taken.” SEC v. Apuzzo, 689 F.3d 204, 207 (2d Cir.2012) (quoting Chambers v. Time Warner, Inc., 282 F.3d 147, 152-53 (2d Cir.2002)).

SEC v. Apuzzo, 689 F.3d 204, 210 (2d Cir.2012).