Geary v. SEC ( 2018 )

FILED
United States Court of Appeals
UNITED STATES COURT OF APPEALS Tenth Circuit
FOR THE TENTH CIRCUIT March 9, 2018
_________________________________
Elisabeth A. Shumaker
Clerk of Court
KEITH D. GEARY,
Petitioner,
v. No. 17-9522
(SEC No. 3-17406)
SECURITIES AND EXCHANGE (Petition for Review)
COMMISSION,
Respondent.
_________________________________
ORDER AND JUDGMENT*
_________________________________
Before BRISCOE, HARTZ, and McHUGH, Circuit Judges.
_________________________________
Keith D. Geary seeks review of a ruling by the Securities and Exchange
Commission (SEC or Commission) affirming disciplinary action taken against him by
the Financial Industry Regulatory Authority (FINRA).1 Exercising jurisdiction under
15 U.S.C. § 78y(a), we deny the petition for review.
*
After examining the briefs and appellate record, this panel has determined
unanimously to honor the parties’ request for a decision on the briefs without oral
argument. See Fed. R. App. P. 34(f); 10th Cir. R. 34.1(G). The case is therefore
submitted without oral argument. This order and judgment is not binding precedent,
except under the doctrines of law of the case, res judicata, and collateral estoppel. It
may be cited, however, for its persuasive value consistent with Fed. R. App. P. 32.1
and 10th Cir. R. 32.1.
1
FINRA is “a quasi-governmental agency responsible for overseeing the
securities brokerage industry.” ACAP Fin., Inc. v. U.S. SEC, 783 F.3d 763, 765
(10th Cir. 2015).
I. BACKGROUND
Mr. Geary was the owner, president, and chief executive officer of a former
FINRA-member firm, Geary Securities, Inc. (GSI). Under the SEC’s net capital rule
and GSI’s FINRA member agreement, the firm was required to maintain at least
$250,000 in net capital at all times. See 17 C.F.R. § 240.15c3-1(a)(2)(i); Admin. R.,
Vol. 2 at 443. The SEC found that in May 2009 and again in February 2010,
Mr. Geary permitted GSI to operate while it lacked the required net capital, in
violation of the net capital rule and FINRA Rule 2010, which requires FINRA
members and associated persons to “observe high standards of commercial honor and
just and equitable principles of trade.”2
A. First Net Capital Violation
GSI’s first net capital violation occurred on May 28 and 29, 2009. In the
spring of that year, Mr. Geary began pursuing a plan to purchase, repackage, and
resell collateralized mortgage obligations (CMOs) in connection with a Credit
Enhanced Mortgage Pool (CEMP). In early May, he discussed his CEMP plans with
GSI’s primary financial and operations principal, Norman Frager, who warned
Mr. Geary, “We can’t do this in the broker-dealer [GSI]. We don’t have the capital.
You have to set up a special purpose entity.” Admin R., Vol. 1 at 125 (internal
quotation marks omitted).
2
FINRA Rule 2010 applies to associated persons through FINRA
Rule 0140(a).
2
Nonetheless, on May 28, Mr. Geary caused GSI to buy CMOs from Frontier
State Bank for approximately $77 million. At that time, GSI had approximately
$1 million in net capital. Mr. Geary purchased the CMOs for GSI on that date
without a customer re-purchaser in mind. Id., Vol. 2 at 358. Instead, he intended
that GSI’s clearing firm, Pershing LLC, would hold the CMOs in GSI’s account,
awaiting the closing of the CEMP transaction. Id. at 359. But on May 29, when
Pershing discovered it had paid Frontier for the CMOs but had not received payment
from GSI, Pershing issued GSI a $31.8 million margin call for the purchase.
Mr. Geary requested financing from Pershing, but Pershing refused. Mr. Geary did
not direct GSI to cease conducting securities business on May 28 or 29, 2009.
Mr. Geary did not discuss this specific CMO purchase with Mr. Frager
beforehand. Id. at 361-62. When he told Mr. Frager about it the following Monday,
June 1, Mr. Frager responded that GSI could not hold the CMOs. Id. at 364.
Mr. Geary understood from this discussion with Mr. Frager that his CMO trade had
created a net capital violation. Id. at 361. Later that day, Mr. Geary arranged for
Frontier’s president, Joseph McKean, to repurchase the CMOs at the original
$77 million price. The resales of the CMOs occurred on June 1 and June 3. GSI’s
net capital report for May 2009, prepared by Mr. Frager, did not reflect the CMOs in
GSI’s account or any net capital deficiency.
During an examination of GSI in November 2009, FINRA concluded that GSI
had erroneously excluded the CMO purchases from its May 2009 net capital
calculation. FINRA determined that the purchase of the CMOs resulted in an
3
approximately $11 million net capital deficiency. It therefore asked GSI to file a net
capital deficiency notice, but Mr. Frager refused, indicating that he would instead ask
Pershing to change its trading records to reflect that GSI had resold the CMOs to
Mr. McKean as of May 28, instead of June 1 and June 3, 2009. Pershing ultimately
agreed to change the recorded trade date for the resales to May 28. Mr. Geary
characterized Mr. Frager’s action as “backdat[ing] the [trade] tickets to make the
capital violation go away.” Id. at 368 (internal quotation marks omitted). Based
upon this after-the-fact revision of the recorded trade date, Mr. Geary disputes the
SEC’s finding of a net capital violation on May 28 and 29, 2009.
B. Second Net Capital Violation
GSI’s second violation occurred over a period of fifteen days in February
2010.3 In late 2009 and early 2010, GSI’s finances were declining, in part due to the
failure to close a CEMP transaction in December. Mr. Frager warned Mr. Geary in
January 2010 that GSI’s net capital was deteriorating and the firm was getting close
to a violation. Id. at 371-72. Mr. Frager outlined several steps that GSI could take to
avoid a capital deficiency, including closing the anticipated CEMP deal, obtaining a
capital infusion of at least $500,000 from another source, or amending GSI’s FINRA
membership to lower its applicable net capital requirement from $250,000 to
$100,000. Id. at 393-94. Mr. Geary assured Mr. Frager that he would pursue a bank
loan to address GSI’s net capital issues. Id. at 394. At that time, Mr. Frager
3
Although Mr. Geary challenges the sanctions imposed, in part, based on a
second net capital violation by GSI in February 2010, he does not dispute the SEC’s
finding of a net capital violation at that time.
4
specifically warned Mr. Geary about the implications of violating the net capital rule,
advising him “if you violate, you have to cease doing business,” in other words, “stop
taking orders,” which would mean “you might as well go out of business.” Id. at 398
(internal quotation marks omitted); see also id. at 335 (Mr. Geary’s testimony
acknowledging this warning).
The CEMP deal did not close in January 2010, and as of January 31, GSI had a
net capital deficiency of approximately $55,000. Mr. Geary was aware of the
deficiency by February 4, 2010. He transferred $75,000 of his personal funds to GSI
and also began pursuing a short-term $750,000 bank loan. But Mr. Geary’s
hoped-for loan was delayed through most of February and the infused funds were not
sufficient to eliminate the net capital deficiencies. The SEC found that GSI violated
the net capital rule on fifteen days in February 2010, yet GSI continued its operations
throughout that month. Mr. Geary admitted it was ultimately his responsibility to
stop the firm from doing business with deficient net capital. Id. at 378.
C. Disciplinary Action
FINRA found that Mr. Geary knowingly, or at least recklessly, permitted GSI
to operate with deficient net capital in May 2009 and again in February 2010, in
violation of the SEC’s net capital rule and FINRA Rule 2010.4 FINRA barred him
from acting in a principal or supervisory capacity with any FINRA member firm,
suspended him for 30 business days in all capacities, and fined him $20,000. The
4
FINRA also brought charges against Mr. Frager, which were ultimately
settled.
5
SEC affirmed FINRA’s findings regarding the net capital violations and upheld the
sanctions imposed on Mr. Geary.
II. DISCUSSION
A. Standards of Review
The SEC’s factual findings are conclusive if supported by substantial
evidence. 15 U.S.C. § 78y(a)(4). “Substantial evidence is a minimum quantity of
relevant evidence objectively adequate to support the findings when viewed in light
of the record as a whole. If the evidence is capable of rational interpretation that
would favor either side, the SEC’s findings will not be overturned on appeal.”
Rooms v. SEC, 444 F.3d 1208, 1212 (10th Cir. 2006) (citation and internal quotation
marks omitted). We review the Commission’s legal conclusions de novo. Id.
In applying sanctions, “the Commission has broad discretion and in the
absence of clear abuse of that discretion the court will not substitute its views as to
what the punishment shall be for [a] violation.” Don D. Anderson & Co. v. SEC,
423 F.2d 813, 817 (10th Cir. 1970). “[W]e may interfere with a sanction imposed by
the SEC pursuant to its statutory authority only if it is beyond the law, unsupported
factually, or completely lacking reasonableness such that it is an abuse of the SEC’s
discretion.” ACAP Fin., Inc. v. U.S. SEC, 783 F.3d 763, 765 (10th Cir. 2015)
(brackets and internal quotation marks omitted).
B. Net Capital Violation on May 28 and 29, 2009
Mr. Geary contends that the SEC erred in finding that GSI had a net capital
violation on May 28 and 29, 2009. He concedes that “the critically important
6
question was whether [GSI] had a liability associated with the CMO purchases as of
May 29. If yes, a net capital deficiency occurred. If no, a net capital deficiency did
not occur.” Aplt. Br. at 13. Mr. Geary argues that the SEC’s decision that a
violation occurred is not based on substantial evidence because it ignored the
testimony of FINRA’s net capital expert that a firm’s liability for purchasing a
security, such as the CMOs here, arises on the trade date, and correspondingly, a
firm’s liability ceases on the trade date for the sale of the security to a customer. See
Admin. R., Vol. 2 at 308-09, 310-11 (FINRA expert’s testimony). Pointing to the
revised trade date for GSI’s sales of the CMOs to Mr. McKean, he argues that GSI’s
liability for the CMOs arose and disappeared on the same date—May 28. Thus, he
urges, zero liability existed on that date and no deficiency or violation occurred.
Mr. Geary fails to demonstrate that the SEC’s finding of a net capital violation
in May 2009 lacks substantial evidentiary support. The SEC acknowledged the
FINRA expert’s testimony, but concluded that “[t]he backdated trade date was
irrelevant to the calculation of GSI’s net capital and its net capital violation” because
“the repapering of the trade date did not reflect the reality of the transaction.”
Admin. R., Vol. 1 at 26 (internal quotation marks omitted). The SEC found that:
Geary admitted, and the contemporaneous records and e-mails confirm, that
GSI held all of the CMOs on May 28 and May 29 in its own Pershing
proprietary account; that Geary ordered the purchase intending to hold the
CMOs for two to three weeks (not to immediately resell them); and that
Geary did not discuss a CMO repurchase with McKean until June 1. GSI’s
success, after the fact, in amending the recorded trade date in no way
changes the reality that GSI—and not McKean or Frontier—held the CMOs
on May 28 and May 29 and was required to include them in calculating its
net capital.
7
Id. at 25-26. And the FINRA expert’s testimony supports, rather than contradicts, the
SEC’s conclusion. She testified that the revised trade date did not reflect the reality
of the transaction and that a firm is not permitted to remove a liability from its books
on the basis of a retroactive change in the trade date with no legitimate basis.
See id., Vol. 2 at 311-12.
Nor does Mr. Geary show any error of law in the SEC’s violation
determination. He cites no precedent for his contention that backdating trading
records can alleviate a previous net capital deficiency, while the SEC relied on its
own prior decisions rejecting post-dated, after-the-fact evidence. See id., Vol. 1 at 26
& n.19. Moreover, Mr. Geary’s contention is incompatible with the purpose of the
net capital rule “to protect investors” by “requir[ing] broker-dealers to maintain a
position of liquidity in their assets sufficient to permit them to meet the reasonable
demands of customers.” Don D. Anderson & Co., 423 F.2d at 816 (internal quotation
marks omitted); see also Touche Ross & Co. v. Redington, 442 U.S. 560, 570 (1979)
(describing the net capital rule as “the principal regulatory tool by which the
Commission and the Exchange monitor the financial health of brokerage firms and
protect customers from the risks involved in leaving their cash and securities with
broker-dealers.”). Thus, what matters, for purposes of the rule, was the reality of the
CMO transaction and GSI’s actual net capital situation in May 2009.
Mr. Geary also argues there was no evidence that he had any knowledge,
awareness, or suspicion on May 28 or 29, 2009, that GSI was in violation of the net
capital rule. But the SEC found—and he admitted—that as GSI’s president he was
8
responsible for the firm’s compliance with the net capital rule. And the evidence
showed that his own purchase of the CMOs, contrary to Mr. Frager’s clear warning
not to do so, led to GSI’s May 2009 violations. The SEC rejected his contention that
he lacked the knowledge base to understand that the CMO purchase would trigger a
net capital violation, holding instead that “Geary had to know that Frager’s
instruction was linked to net capital concerns even if Frager did not expressly state
the net capital ramifications.” Admin. R., Vol. 1 at 27 (internal quotation marks
omitted). The SEC found, in any event, that Mr. “Geary’s actions reflect[ed] a
reckless disregard for the clear purpose of the net capital rule,” id., because he “well
knew, when he acquired the CMOs, that the firm unquestionably lacked the funds to
pay the $77 million purchase price or even meet Pershing’s impending margin call,”
id. at 28. The SEC’s finding that Mr. Geary acted at least recklessly is supported by
substantial evidence.5
C. Sanctions
Mr. Geary argues that the SEC abused its discretion in affirming the sanctions
imposed by FINRA. He contends the SEC: (1) improperly disregarded numerous
mitigating factors applicable under the FINRA Sanction Guidelines that are
supported by the evidence, and (2) failed to sufficiently identify a remedial purpose
5
Mr. Geary also contends there is no evidence he was responsible for GSI
filing an inaccurate monthly report for May 2009 or Mr. Frager’s refusal to file a net
capital deficiency notice in November 2009. But as the SEC noted, FINRA’s
violation findings were based not on these actions but “solely on his responsibility
for allowing the firm to operate without required net capital.” Admin. R., Vol. 1
at 28.
9
for the sanctions.6 We reiterate that our review of sanctions imposed by the SEC is
“seriously circumscribed.” ACAP Fin., 783 F.3d at 765. “[I]n the absence of a clear
abuse of . . . discretion the court will not substitute its views as to what the
punishment shall be for [a] violation.” Don D. Anderson & Co., 423 F.2d at 817.
1. FINRA Sanctions Guidelines and Sanctions Imposed
FINRA applied its published 2015 Sanctions Guidelines in imposing sanctions
on Mr. Geary. See, generally,
https://www.finra.org/sites/default/files/2015_Sanction_Guidelines.pdf.7 For
violations of the SEC’s net capital rule and FINRA Rule 2010, the guidelines
recommended a fine of $1,000 to $73,000 and a suspension in any or all capacities
for up to 30 business days. Add. at 29. For egregious violations by individuals, the
guidelines recommended a lengthier suspension of up to two years, or a bar. Id.
FINRA found that Mr. Geary’s conduct was egregious and that he was directly
responsible for the net capital violations. FINRA barred him from acting in a
principal or supervisory capacity with any FINRA member firm, suspended him for
6
We address the contentions of error that Mr. Geary develops in Section IV of
his appeal brief. In Section III, he makes general, undeveloped assertions that the
sanctions imposed are contrary to both the evidence and the FINRA Sanctions
Guidelines; the sanctions are punitive; the SEC’s arbitrary application of the
Sanctions Guidelines deprived him of due process; and the SEC’s analysis was not
reasoned, logical, or rational. We decline to address these perfunctory allegations of
error, which are insufficient to invoke our appellate review. See Kelley v. City of
Albuquerque, 542 F.3d 802, 819-20 (10th Cir. 2008).
7
The SEC included relevant provisions of the 2015 FINRA Sanction
Guidelines in an Addendum to its appeal brief. For ease of reference, we will cite to
the pertinent pages of that Addendum (Add.).
10
30 business days in all capacities, and imposed a $20,000 fine. In upholding these
sanctions, the SEC noted FINRA’s focus on “the large amount of the 2009 net capital
deficiency that [Mr. Geary’s] own trading triggered, the extended 2010 deficiency
period, and the short time between the two deficiency periods, which demonstrated a
pattern of misconduct.” Admin. R., Vol. 1 at 29.
2. The SEC Did Not Disregard Mitigating Factors
Mr. Geary argues that the SEC erred in its consideration of numerous
mitigating factors under the Sanctions Guidelines that are supported by the record.
He contends that the SEC recognized some of these factors while disregarding others,
and essentially attributed no weight to any mitigating factors. The SEC agreed with
FINRA that “the factors he identified were either not mitigating or were outweighed
by other, aggravating factors and therefore did not justify lesser sanctions.” Id. at 30.
On appeal, Mr. Geary largely ignores the SEC’s reasoning as to the factors he claims
were mitigating.
He first notes that relevant disciplinary history is a principal consideration
under the Sanctions Guidelines, which call for “progressively escalating sanctions on
recidivists.” Add. at 18; see also id. at 22. He complains that the SEC failed to
assign mitigating weight to his lack of a disciplinary history. But the SEC correctly
held that while disciplinary history is an aggravating factor, the absence of prior
discipline is not mitigating. See Rooms, 444 F.3d at 1214; see also Add. at 22 & n.1
(noting “the presence of certain factors may be aggravating, but their absence does
not draw an inference of mitigation, citing Rooms). This is so, as the SEC observed,
11
“because an associated person should not be rewarded for acting in accordance with
his duties as a securities professional.” Admin. R., Vol. 1 at 31 (internal quotation
marks omitted).
Nor did the SEC ignore Mr. Geary’s cooperation in FINRA’s investigation.
See Add. at 23 (listing as considerations “substantial assistance” in the investigation
and the lack of delay tactics, concealed information, and inaccurate or misleading
evidence). Rather, the SEC noted that nothing in the record indicated that Mr. Geary
“took any steps beyond complying with FINRA’s rules requiring him to cooperate
with staff inquiries into issues that others had brought to FINRA’s attention.” Id. at
32. Thus, the SEC rejected his mitigation argument because “[he] had an
unequivocal responsibility to fully cooperate with FINRA.” Id. (internal quotation
marks omitted). Neither his cooperation with FINRA’s investigation nor his truthful
testimony necessitated a lighter sanction. See Rooms, 444 F.3d at 1214-15.
Noting that timely acceptance of responsibility and corrective actions are also
principal considerations under the Sanctions Guidelines, see Add. at 22, Mr. Geary
describes his actions upon learning of GSI’s net capital deficiency in February 2010,
including his attempts to obtain a bank loan and his contribution of his own private
funds to GSI. But he does not advance any argument why the SEC erred in declining
to conclude these measures were mitigating factors. The SEC decided that his
acknowledgement of responsibility was not mitigating because he continued to blame
others for the violations, insisting “that he was largely uninvolved and therefore not
responsible.” Admin. R., Vol. 1 at 31. It found that Mr. Geary’s response to the net
12
capital violations “indicates a disturbing approach to regulatory compliance and its
role in protecting customers.” Id. The SEC also gave no mitigating weight to his
efforts to obtain additional capital in February 2010 because he nonetheless
knowingly permitted GSI to continue its operations while it had a net capital
deficiency. Moreover, the evidence showed that Mr. Frager had warned Mr. Geary in
January 2010 about the imminent deficiency, but he failed to take any action until
GSI had actually fallen out of compliance the following month. We see no abuse of
discretion in the SEC’s rejection of this mitigation argument.
Mr. Geary next contends that the SEC failed to consider that he had not
engaged in “a pattern of misconduct . . . over an extended period of time.” Add. at
22. But the SEC found a pattern of misconduct here. It pointed to the considerable
size of GSI’s net capital deficiency in May 2009, followed by the extended
deficiency period in February 2010, emphasizing the short amount of time between
these two deficiency periods. See Admin. R., Vol. 1 at 29; see also id. (noting
Mr. Geary’s “repeated failures to heed clear warnings”); id. at 31 (declining to
characterize Mr. Geary’s conduct as “aberrant” “given GSI’s violations on multiple
days, in successive years”). Mr. Geary cites nothing precluding the SEC from
finding an extended pattern of misconduct based on the substantial evidence
presented.
Contrary to his assertion, the SEC also did not ignore the lack of customer
complaints against Mr. Geary since 2009. It held that “[h]is compliance during a
limited period of heightened supervision does not provide any meaningful assurance
13
as to future violations, particularly when he continues to shift responsibility for the
violations that occurred.” Id. at 34. The SEC distinguished the case that Mr. Geary
relies on in support of his contention, which involved facts not present here (an
inexperienced respondent with a minor role in a larger scheme), suggesting that
future violations were unlikely. Mr. Geary ignores the SEC’s reasoning and fails to
show it did not properly consider this factor.
He next argues that the SEC failed to consider that no customer suffered any
financial loss, nor did he personally profit from his misconduct. See Add. at 22, 23.
But the SEC did address these factors. It found the lack of customer losses not
mitigating because Mr. Geary still subjected GSI’s customers to undue risks by
disregarding the net capital rule. He argues this is supposition and a clear disregard
of the Sanctions Guidelines’ focus on injury. But as we have observed, “the net
capital rule is one of the most important weapons in the Commission’s arsenal to
protect investors.” Don D. Anderson & Co., 423 F.2d at 816 (internal quotation
marks omitted); see also Touche Ross & Co., 442 U.S. at 570 (noting the rule is
meant to “protect customers from the risks involved in leaving their cash and
securities with broker-dealers”). In light of the purpose of the rule, we cannot say
that the SEC was required to reduce Mr. Geary’s sanctions because no customer
suffered a financial loss as a result of his misconduct. As to his lack of profit, the
SEC held that the absence of this aggravating factor is not a mitigating factor. We
see no abuse of discretion in the SEC’s consideration of these factors.
14
Mr. Geary argues that the SEC effectively ignored that he had been sanctioned
for the same misconduct by an Oklahoma agency. See Add. at 23. He claims that the
SEC dismissed these prior sanctions as a mitigating factor solely because they were
imposed through a settlement. Not so. The SEC held that the Oklahoma sanctions
did not sufficiently remediate Mr. Geary’s misconduct due to their limited
geographic scope—reaching only Oklahoma—as compared to FINRA’s nationwide
jurisdiction.
Next, Mr. Geary cites nothing supporting his proposition that his conduct was
not egregious because he did not act with intent. The SEC addressed and rejected his
contention that a finding of egregious conduct requires fraud or a high level of
scienter, holding that the Sanctions Guidelines do not require such a showing. We,
too, have observed that the SEC “has never understood the term ‘egregious’ to
require proof of intent, knowledge, or a breach of a fiduciary duty.” ACAP Fin.,
783 F.3d at 766.
Finally, Mr. Geary argues that the SEC failed to properly consider the
evidence of his inability to pay the fine imposed. He points to his own testimony
about his family’s financial circumstances. But the SEC held that FINRA is entitled
to require documentation of a bona fide inability to pay, and Mr. Geary failed to
document his income, assets, or expenses. The SEC’s conclusion is consistent with
the Sanctions Guidelines. See Add. at 21 (“The burden is on the respondent to raise
the issue of inability to pay and to provide evidence thereof. . . . Adjudicators should
require respondents who raise the issue . . . to document their financial status through
15
the use of standard documents that FINRA staff can provide[].”); see also ACAP Fin.,
783 F.3d at 768 (noting the SEC’s rejection of a claim of inability to pay due to a
lack of information about financial circumstances).
Mr. Geary fails to demonstrate that the SEC abused its discretion in rejecting
any of his mitigation arguments.
3. The Sanctions Do Not Lack a Remedial Purpose
Mr. Geary contends that the SEC failed to articulate a remedial purpose for the
sanctions imposed, which he claims are impermissibly punitive. But the SEC
explained that the sanctions were necessary to protect investors. In holding that
significant sanctions were warranted, the SEC noted Mr. Geary’s “troubling attitude”
regarding regulatory compliance, his display of “a disturbing lack of understanding
and ignorance of FINRA rules,” his repeated failure to heed warnings regarding
protecting GSI’s capital, and “concerns about his ability to comply with regulatory
requirements generally.” Admin. R., Vol. 1 at 29, 32, 33 (internal quotation marks
omitted). Because Mr. Geary continues to work in the securities industry, the SEC
decided that an all-capacities suspension was appropriate to impress on him the need
to comply with regulatory requirements, rather than addressing violations after they
occur. He has not demonstrated that the sanctions imposed lack a remedial purpose.8
FINRA imposed, and the SEC affirmed, sanctions that are within the ranges
recommended by FINRA’s Sanctions Guidelines. Because Mr. Geary fails to show
8
Mr. Geary also baldly asserts that the sanctions “are clearly excessive.” Aplt.
Br. at 30. We decline to address this perfunctory contention.
16
that these sanctions are “beyond the law, unsupported factually, or completely
lacking reasonableness,” ACAP Fin., 783 F.3d at 765 (brackets and internal quotation
marks omitted), we will not impede the SEC’s considerable discretion in determining
the appropriate remedy for his violations.
III. CONCLUSION
The petition for review is denied.
Entered for the Court
Carolyn B. McHugh
Circuit Judge
17