Furthermore, a Schedule 13D filer must promptly amend such filing should any relevant information change. See 15 U.S.C. § 78m(d)(2); 17 C.F.R. § 240.13d-2(a). Thus, Defendant has been under a continuing duty since May 2012 not just to disclose its plans for YPF, but to update its disclosures when plans change.

147. By engaging in the foregoing conduct, Defendant Traveller aided and abetted Peacock’s violations of Section 13(d) of the Exchange Act [15 U.S.C. § 78m(d)] and Rule 13d-1 thereunder [17 C.F.R. § 240.13d-1], and, unless enjoined, is reasonably likely to continue to aid and abet such violations. PRAYER FOR RELIEF WHEREFORE, the Commission respectfully requests that the Court: I. Permanent Injunctions Issue permanent injunctions, restraining and enjoining Unico, Lopez, Peacock, Traveller, and Advanced Cell from violating Sections 5(a) and 5(c) of the Securities Act, restraining and enjoining Unico from violating Section 13(a) of the Exchange Act and Case 1:11-cv-11492-NMG Document 43 Filed 05/31/12 Page 55 of 58 51 Exchange Act Rules 12b-20, 13a-1 and 13a-11, restraining and enjoining Advanced Cell from violating Section 13(a) of the Exchange Act and Exchange Act Rule 13a-11, restraining and enjoining Lopez from aiding and abetting violations of Section 13(a) of the Exchange Act and Exchange Act Rules 12b-20, 13a-1 and 13a-11, restraining and enjoining Peacock from violating Section 13(d) of the Exchange Act and Rul

3. The Court dismisses with prejudice the Fourth Count in Plaintiff’s Complaint for allegedly aiding and abetting Ixia’s alleged violations of Section 13(b)(2)(A) and (B) of the Securities Act, 15 U.S.C. § 78m(b)(2)(A) and (B), on the ground that the Complaint fails to allege and cannot plausibly allege under the heightened pleading requirements of Case 2:17-cv-00897-CBM-RAO Document 22-1 Filed 04/10/17 Page 2 of 3 Page ID #:512 MANATT, PHELPS & PHILLIPS, LLP ATTO RN EY S AT LA W LOS A NG EL ES 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3 [PROPOSED] ORDER GRANTING DEFENDANT LIANG’S 12(B)(6) MOTION TO DISMISS Rule 9(b) that Liang had actual knowledge of Ixia’s alleged securities violation or that Liang substantially assisted Ixia’s violation. Ponce v. S.E.C., 345 F.3d 722, 737 (9th Cir. 2003); S.E.C. v. Nacchio, 438 F.Supp.2d 1266, 1285 (D. Colo. 2006); S.E.C. v. Baxter, No.

When Congress passed the FCPA in 1978, the Act’s provisions included not only prohibitions against bribery, but also the books and records, internal controls, and lying to auditors requirements set forth at Exchange Act Sections 13(b)(2)(A), 13(b)(2)(B), and 13(b)(5). 15 U.S.C. §§ 78m(b)(2)(A), (b)(2)(B), and (b)(5). Congress recognized that bribery cannot 25 thrive in an organization without the accompanying efforts to conceal corrupt payments, bypass internal controls, and mislead auditors.

0(a) of the Exchange Act, violating Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1 and 13a-13 [17 C.F.R. 240.12b-20, 240.13a-l and 240.13a-13] thereunder, by failing to file with the Commission, in accordance with such rules and regulations as the Commission may prescribe, such annual and quarterly reports containing the information required to be included in such reports and, in addition to the information expressly required to be included in such reports, such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made not misleading. N. Defendant and defendant's agents, servants, employees, attorneys and assigns who receive actual notice of this Judgment by personal service or otherwise are permanently restrained and enjoined from, directly or indirectly, as a control person under Section 20(a) of the Exchange Act, violating Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. §§78m(b) (2)(A)], by, among other things, failing to make and keep books, records and accounts, which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer. O. Pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)], Mr. Black is prohibited from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 781] or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)].

Compl. ¶¶ 203-04.14 The gravamen of Count 4 is identical to the SEC’s other claims: The SEC alleges that Rindner had a hand in a number of round-trip transactions designed to facilitate the dissemination of inflated 14 Section 13(b)(2)(A) provides that covered issuers are required to “make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer . . . .” 15 U.S.C. § 78m(b)(2)(A). Exchange Act Rule 13b2-1, promulgated pursuant to § 13(b)(2)(A), provides that “[n]o person shall directly or indirectly, falsify or cause to be falsified, any book, record or account subject to section 13(b)(2)(A) of the Securities Exchange Act.”

Jennings, 489 F.3d at 508 (citing cases); see also 15 U.S.C. § 78m(d)(3); SEC Rule 13d-5(b)(1), 17 C.F.R. § 240.13d- 5(b)(1). “Whether the requisite [group] agreement exists is a question of fact.”

2, Item 2.01(c)(6)) (defining “payment”); compare 15 U.S.C. § 78m(q)(2) with 77 Fed. Reg. at 56,418 (codified at 17 C.F.R. § 249b.400, Sec.

818 F.2d 1433 (9th Cir. 1987)..................................................................................................... 9 Statutes 15 U.S.C. § 77q(a) ........................................................................................................................ 18 15 U.S.C. § 78m(a) ....................................................................................................................... 17 15 U.S.C. § 78m(b)(2)(A) ............................................................................................................. 17 15 U.S.C. § 78m(b)(2)(B) ............................................................................................................. 17 15 U.S.C. § 78m(b)(5) .................................................................................................................. 18 15 U.S.C. § 78n(a) ........................................................................................................................ 18 15 U.S.C. § 7243........................................................................................................................... 21 28 U.S.C. § 2462............................................................................................................. 2, 3, 19, 20 Case 5:07-cv-06122-JW Document 18 Filed 02/29/2008 Page 6 of 29 SEC v. JASPER, CASE NO. C-07-6122 JW SEC’S OPP’N TO DEF. MOTION TO DISMISS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 vi Rules Fed R. Civ. Pro. § 8......................................................................................................................... 8 Fed. R. Civ. Pro. § 9(b

These policy concerns are also present where shareholders act “in combination with others.” Roth, 489 F.3d at 507 (citing 15 U.S.C. § 78m(d)(3)); see also Goldstein v. QVT Assocs. GP LC, No. 10 Civ. 2488 (HB), 2010 U.S. Dist. LEXIS 109973, at *11 (S.D.N.Y. Oct. 15, 2010).