Zeons Corporation (ZEON)

[scion]

23. The purpose of disgorgement is to deprive a wrongdoer of his unjust enrichment and to deter others from violating the securities laws. SEC v. Blatt, 583 F.2d 1325, 1335 (5th Cir. 1978); SEC v. First City Fin. Corp., 890 F.2d 1215 (D.C. Cir. 1989); Manor Nursing, 458 F.2d at 1104 (“The effective enforcement of the federal securities laws requires that the SEC be able to make violations unprofitable.”). Where defendants’ conduct is marked by “pervasive” fraud, the Court may order all profits stemming from the scheme to be disgorged. See CFTC v. British Am. Commodity Options Corp., 788 F.2d 92, 93-94 (2nd Cir. 1986).

24. The law does not require precision in determining the proper amount of disgorgement. This Court “has broad discretion not only in determining whether or not to order disgorgement but also in calculating the amount to be disgorged.” SEC v. First Jersey Sec., Inc., 101 F.3d 1450, 1475 (2nd Cir. 1996). The Commission is entitled to disgorgement upon producing a reasonable approximation of a defendant’s ill-gotten gains. SEC v. Calvo, 378 F.3d 1211, 1217 (11th Cir. 2004). In determining the appropriate disgorgement amount, all doubts “are to be resolved against the defrauding party.” SEC v. First City Fin. Corp. 688 F. Supp. 705, 727 (D. D.C. 1988) (quoting SEC v. McDonald, 699 F2d 47, 55 (1st Cir. 1983)). “Once the [Commission] has established that the disgorgement figure is a reasonable approximation of unlawful profits, the burden of proof shifts to the defendants, who must ‘demonstrate that the disgorgement figure is not a reasonable approximation.’” SEC v. Hughes Capital Corp., 917 F. Supp. 1080, 1085 (D. N.J. 1996)(quoting First City, 890 F.2d at 1232).

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