ashington, DC, which Commission was created by the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is official custodian of the records and files of said Commission and was such official custodian at the time of executing the above attestation, and that he/she, and persons holding the positions of Deputy Secretary, Assistant Director, Records Officer, Branch Chief of Records Management, Records and Information Management Specialist, and the Program Analyst for the Records Officer, or anyone of them, are authorized to execute the above attestation. For the Commission Secretary SEC 334 (12/15) Case 3:15-cv-00591-GCM Document 8-5 Filed 01/09/17 Page 1 of 1 UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION ATTESTATION I HEREBY ATTEST on file in this Commission Date It is hereby certified that the Secretary of the U.S. Securities and Exchange Commission, Washington, DC, which Commission was created by the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is official custodian of the records and files of said Commission and was such official custodian at the time of executing the above attestation, and that he/she, and persons holding the positions of Deputy Secretary, Assistant Director, Records Officer, Branch Chief of Records Management, Records and Information Management Specialist, and the Program Analyst for the Records Officer, or anyone of them, are authorized to execute the above attestation. For the Commission Secretary SEC 334 (12/15) Case 3:15-cv-00591-GCM Document 8-6 Filed 01/09/17 Page 1 of 1

Rabin also has failed to plead the second element of his cause of action, scienter, under the standard set forth in the PSLRA. Under the PSLRA, “the complaint shall, with respect to each act or omission alleged to violate this title [15 U.S.C. §§ 78a et seq.], state with particularity facts giving rise to a strong inference that the defendant acted with the required state of mind.” Case 2:15-cv-00551-GAM Document 113 Filed 08/12/15 Page 21 of 59 16 15 U.S.C. § 78u-4(b)(2)(A). The PSLRA further provides that “the court shall, on the motion of any defendant, dismiss the complaint if the requirements of paragraphs (1) and (2) are not met.” 15 U.S.C. § 78u-4(b)(3)(A).

Dabit, 547 U.S. at 87. In enacting SLUSA, Congress explicitly recognized that “State securities regulation is of continuing importance”; declared its intent to “preserv[e] the appropriate enforcement 79 powers of State securities regulators,” 15 U.S.C. § 78a note (SLUSA § 2(4), (5)); and included the saving clause accordingly, id. § 78bb(f)(4). Preclusion of this action would deny New York “its right under the laws of the State . . . to bring enforcement actions in state court”—in direct contravention of the saving clause.

. 5 Subsection (a) states: “Any person who violates any provision of this title [15 U.S.C. § 78a, et seq.] or the rules or regulations thereunder by purchasing or selling a security while in possession of material, nonpublic information shall be liable in an action in any court of competent jurisdiction to any person who, contemporaneously with the purchase or sale of securities that is the subject of such violation, has purchased (where such violation is based on a sale of securities) or sold (where such violation is based on a purchase of securities) securities of the same class.” Case 3:07-cv-02940-SI Document 42 Filed 09/17/2007 Page 8 of 16 OPPOSITION TO YAROSHINSKY & ZAK’S MOTIONS TO DISMISS -6- Case No.

Roundtable v. SEC, 905 F.2d 406, 410- 413 (D.C. Cir. 1990). That principle is squarely applicable here, because Congress has entrusted another agency, the Securities and Exchange Commission, with regulation of securities products, see 15 U.S.C. § 78a et seq., and has deliberately left undisturbed the States’ longstanding authority to regulate insurance products, see 15 U.S.C. §§ 1011-1015. That existing regulatory scheme confirms Congress did not intend to delegate to the Department—an agency with no special expertise in securities or insurance products—authority to predetermine which products should succeed or fail, thereby effectively taking those choices away from American consumers.

Roundtable v. SEC, 905 F.2d 406, 410- 413 (D.C. Cir. 1990). That principle is squarely applicable here, because Congress has entrusted another agency, the Securities and Exchange Commission, with regulation of securities products, see 15 U.S.C. § 78a et seq., and has deliberately left undisturbed the States’ longstanding authority to regulate insurance products, see 15 U.S.C. §§ 1011-1015. That existing regulatory scheme confirms Congress did not intend to delegate to the Department—an agency with no special expertise in securities or insurance products—authority to predetermine which products should succeed or fail, thereby effectively taking those choices away from American consumers.

Br. 53-54), Congress specifically amended the Securities Exchange Act of 1934, 15 U.S.C. § 78a, et seq. (“Exchange Act”), in 1990 to authorize such bars.26 26 Although, as NYAG observes (Opp. Br.

As a consequence, Landry’s ability or inability to liquidate any remaining Norstra assets in Kerkenezov’s absence should concern the Court. With Norstra in default, if Landry is unable to liquidate any remaining assets, any judgment against Norstra is of little value to the Commission or the remaining stockholders. Further, apart from the context of a pump and dump scheme, the 2 15 U.S.C. § 78a(j). Case 1:15-cv-04751-WHP Document 46 Filed 01/11/16 Page 8 of 9 7 Commission has not alleged any pattern or practice that would justify a lifetime bar against Landry.

L. 73-291, 48 Stat. 881 (codified as amended at 15 U.S.C. §§ 78a et seq.) (“Exchange Act”), the United States – rather than the state/judicial district where the action is brought – is the relevant “forum.” Mariash v. Morrill, 496 F.2d 1138, 1143 (2d Cir. 1974).

at 5. Case 1:12-mc-00115-JSR Document 252 Filed 07/25/12 Page 14 of 48 6 of 17 C.F.R. § 240.10b-5 (“Rule 10b-5”) under 15 U.S.C. § 78a;12 (2) rescission under 15 U.S.C. § 771(a)(2); and (3) intentional torts and miscellaneous remedies. By arguing that these claims constitute value in any amount above their principal investment, Defendants blatantly disregard the long line of decisional authority—including this Court’s decision in Greiff—holding that, in a Ponzi scheme, investors cannot provide value in excess of their principal investment.