Use this button to switch between dark and light mode.

Experience a New Era in Legal Research with Free Access to Lexis+

SEC v. Tecumseh Holdings Corp.

SEC v. Tecumseh Holdings Corp.

United States District Court for the Southern District of New York

January 18, 2011, Decided; January 18, 2011, Filed

03 Civ. 5490 (SAS)

Opinion

 [*343]  OPINION AND ORDER

SHIRA A. SCHEINDLIN, U.S.D.J.:

I. INTRODUCTION

In 2003, the Securities and Exchange Commission ("SEC") filed this suit alleging  [*344]  securities violations by Tecumseh Holding Corporation ("Tecumseh"), Tecumseh Tradevest LLC ("Tradevest"), S.B. Cantor & Company ("Cantor"), John L. Milling, Gerard A. McCallion, Anthony M. Palovchick and Dale Carone. In 2009, the SEC moved for partial summary judgment against Milling, who proceeds pro se, on its non-scienter claims. I granted the SEC's motion with respect to its claim that Milling violated Sections 5(a) and (c) of the Securities Act of 1933 ("Securities Act"), but denied the motion with respect to the SEC's claim that Milling aided and abetted a violation of Section 17(a) of the Securities Exchange Act of 1934 ("Exchange Act"). I also enjoined Milling from engaging in future violations of the securities laws, ordered that Milling disgorge $7,200,000 in ill-gotten gains plus pre-judgment interest, and imposed "first-tier" civil  [**2] penalties of $6,500. 1

The SEC now moves for summary judgment against Milling on its First Claim for Relief (violations of Section 10(b) and Rule 10b-5 of the Exchange Act and Section 17(a) of the Securities Act (the "Antifraud Provisions")) and its Fifth Claim for Relief (aiding and abetting violations of Section 17(a) of the Exchange Act and Rules 17a-3 and 17a-4) ("aiding and abetting claim"). 2 The SEC also seeks an order enjoining Milling from future violations and imposing third-tier civil monetary penalties against him. For the reasons stated below, the SEC's motion is granted with respect to its claim under the Antifraud Provisions; summary judgment is granted in favor of Milling with respect to the SEC's aiding and abetting claim; and Milling is enjoined from future violations and ordered to pay third-tier civil penalties of $110,000.

II. BACKGROUND3

Read The Full CaseNot a Lexis Advance subscriber? Try it out for free.

Full case includes Shepard's, Headnotes, Legal Analytics from Lex Machina, and more.

765 F. Supp. 2d 340 *; 2011 U.S. Dist. LEXIS 4287 **; Fed. Sec. L. Rep. (CCH) P96,015

SECURITIES AND EXCHANGE COMMISSION, Plaintiff, - against - TECUMSEH HOLDINGS CORP., TECUMSEH TRADEVEST LLC, S.B. CANTOR & CO., INC., JOHN L. MILLING, GERARD A. McCALLION, ANTHONY M. PALOVCHIK, AND DALE CARONE, Defendants.

Subsequent History: Motion granted by SEC v. Tecumseh Holdings Corp., 2011 U.S. Dist. LEXIS 56265 (S.D.N.Y., May 23, 2011)

Prior History: SEC v. Tecumseh Holdings Corp., 2009 U.S. Dist. LEXIS 119869 (S.D.N.Y., Dec. 22, 2009)

CORE TERMS

offering, investors, projections, distributions, dividends, profits, summary judgment, acquisition, quarterly, trading, Provisions, omissions, losses, fiscal year, shareholder, misleading, Antifraud, prospective investor, cautionary language, civil penalty, material fact, disclosure, recorded, aiding and abetting, future violations, fail to disclose, Exchange Act, memorandum, disclose, earnings