SEC v. Parker Terrill Austin; and Embarcadero Capital Advisors, Inc., No. 8:25-cv-02034, Central District of California (Sept. 11, 2025) — Complaint

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MARC J. JONES (Mass. Bar No. 645910, pro hac vice applied for herewith)
Email: [email protected]
JONATHAN T. MENITOVE (Mass. Bar No. 710545, pro hac vice applied for
herewith)
Email: [email protected]
U.S. Securities and Exchange Commission
33 Arch Street, 24th  Floor
Boston, MA 02110
(617)
57
3-  8947 (Jones Direct)
(617)
57
3-  4565 (Menitove Direct)
Facsimile: (617) 573-4590
L
ocal Counsel
Daniel S. Lim (Cal. Bar No. 292406)
Email: [email protected]
Securities and Exchange Commission
444 S. Flower St., Suite 900
Los Angeles, CA  90071
(323)
96
5-  3957 ( Lim Direct)
Facsimile: (213) 443-1904
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
SOUTHERN DIVISION
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
vs.
P
ARKER TERRILL AUSTIN and
EMBARCADERO CAPITAL
ADVISORS, INC.
Defendants.
Case No.  8:25-cv-02034
CO
MPLAINT
DE
MAND FOR JURY TRIAL
P
laintiff Securities and Exchange Commission (“SEC”) alleges:

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JURISDICTION AND VENUE
1. The Court has jurisdiction over this action pursuant to Sections 209(d)
and 2 14 of the Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-
9(d) and 80b-14].
2. The Commission seeks permanent injunctions pursuant to Section
209(d) of the Advisers Act [18 U.S.C. § 80b-9(d)].  The Commission seeks
disgorgement with prejudgment interest pursuant to Sections 21(d)(5) and 21(d)(7) of
the Exchange Act [15 U.S.C. §§ 78u(d)(5) and (7)].  The Commission seeks the
imposition of civil penalties pursuant to Section 209(e) of the Advisers Act [15
U.S.C. § 80b-9(e).]  Unless enjoined, Defendants will continue to engage in the
securities law violations alleged here, or in similar conduct that would violate the
securities laws.  Defendants’ conduct involved fraud, deceit, or deliberate or reckless
disregard of regulatory requirements, and resulted in substantial loss, or significant
risk of substantial loss, to other persons.
3. Defendants   directly or indirectly used the mails or the means or
instruments of transportation or communication in interstate commerce in connection
with their business as investment advisers and the conduct described in this
Complaint.
4. The Court has personal jurisdiction over Defendants and venue is proper
in this District because the Defendants engaged in many of the acts and omissions
constituting the alleged violations, in whole or in part, in this District, and because
Embarcadero Capital Advisors, Inc. has its principal place of business in this District.
SUMMARY OF THE ACTION
5. Starting at latest in the Spring of 2023, Parker Terrill Austin, an
investment adviser, intended to leave his then-current employer (“Firm A”) and start
his own investment advisory firm, which ultimately became known as Embarcadero
Capital Advisors, Inc. (“Embarcadero”).  Several of the actions Austin took to create,
and to obtain clients for,  Embarcadero violated the federal securities laws.

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6. While at Firm A, Austin emailed to his personal email address Firm A
clients’ nonpublic personal information.  He also, on at least four occasions, sent or
caused to be sent additional personal information about clients (including investment
account and billing information) to his personal email address.  On at least one
occasion, Austin forwarded Firm A clients’ nonpublic personal information to his
future business partner at Embarcadero, who was not affiliated with Firm A.  By
doing so, Austin aided and abetted Firm A’s violation of Rule 10 of Regulation S-P
[17 C.F.R. § 248.10], which prohibits investment advisers from disclosing nonpublic
personal information about a consumer to a nonaffiliated third party unless certain
conditions are met.
7. Austin also repeatedly placed Firm A clients in a strategy the firm’s
investment committee had not approved, without notifying at least some of the clients
and, in several cases, dramatically increasing their exposure to equities and,
consequently, risk.
8. Austin placed at least one client in investments that were contrary to that
client’s instructions, breaching his fiduciary duty to that client.  By doing so, Austin
violated Sections 206(1) and 206(2) of the Advisers Act [15 U.S.C. § 80b-6(1) and
(2)].
9. Upon becoming aware of Austin’s actions, Firm A terminated Austin.
10. Two days later, Austin and his business partner filed to register
Embarcadero as an investment adviser.
11. Defendants then engaged in a scheme to fraudulently induce clients to
join Embarcadero.  This scheme involved a series of misrepresentations to clients and
prospective clients about the reason for Austin’s termination from Firm A.  Austin
and Embarcadero continued to misrepresent why Austin was terminated, even after
Embarcadero was contacted by staff members from the SEC’s Division of
Enforcement.  In doing so, Defendants engaged in a fraudulent scheme and a course
of business that operated as a fraud or deceit on their clients and prospective clients,

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violating Advisers Act Sections 206(1) and 206(2) [15 U.S.C. § 80b-6(1) and (2)].
Austin also aided and abetted Embarcadero’s violations of these provisions.
12. Some of Defendants’ misrepresentations about Austin’s terminations
were contained in filings Embarcadero was required to make with the Commission.
As a result, Defendants violated Section 207 of the Advisers Act [15 U.S.C. § 80b-7].
In addition, Austin aided and abetted Embarcadero’s violation of this provision.
13. Based on these violations, the Commission seeks:
(a) Entry of permanent injunctions prohibiting Austin and
Embarcadero from violating Sections 206(1) and 206(2) of the Advisers Act [15
U.S.C. § 80b-6(1) and (2)] by committing or engaging in specified actions or
activities relevant to such violations;
(b) Entry of permanent injunctions prohibiting Austin and
Embarcadero from violating Section 207 of the Advisers Act [15 U.S.C. § 80b-7];
(c) Entry of permanent injunctions prohibiting Austin from aiding and
abetting violations of Regulation S-P [17 C.F.R. § 248.1 et seq.];
(d) Entry of a permanent injunction restraining and enjoining Austin
from, directly or indirectly, acting as or being associated with any broker, dealer, or
investment adviser;
(e) Disgorgement of Embarcadero’s ill-gotten gains, pursuant to
Section 21(d)(5) and 21(d)(7) of the Securities Exchange Act of 1934 (“Exchange
Act”) [15 U.S.C. §§ 78u(d)(5) and (7)], plus prejudgment interest;
(f) Appropriate civil monetary penalties against Austin and
Embarcadero pursuant to Section 209(e) of the Advisers Act [15 U.S.C. § 80b-9(e)];
and
(g) Any additional relief that the Court deems just and proper.
DEFENDANTS
14. Parker Terrill Austin, age 42, resides in San Francisco, CA.  Austin is
an investment adviser representative registered with Embarcadero.  He is also a co-

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founder and majority owner of Embarcadero, where he serves as the President and
Chief Executive Officer.
15.Austin was previously employed with Firm A, as well as with another
financial adviser.  He is also a registered representative with Embarcadero’s broker-
dealer.
16.Austin passed the Series 7 and Series 66   securities industry exams.
17.Embarcadero Capital Advisors, Inc., is a California corporation base
d
in
Laguna Hills, CA.  Embarcadero was registered with the SEC as an investment
adviser from January 9, 2024 to August 1, 2024, when it withdrew its SEC
registration.  It is now registered as an investment adviser in Arizona, California,
Nevada, and Texas.
18.Embarcadero is owned by Austin and his business partner.
RELATED ENTITY

19.Firm A is a California limited liability company based in San Francisco,
CA. It has been registered with the SEC as an investment adviser since 2017.
THE ALLEGATIONS
A.Austin Wanted To Establish His Own Investment Advisory Firm
20.In September 2020, Austin began working at Firm A.  He worked as a
n
in
vestment adviser, receiving compensation for advising clients about their
investments in securities.
21.While providing advice to clients at Firm A, Austin had disagreement
s
wi
th Firm A’s managing partner.  These disagreements centered around the degree of
risk appropriate for client portfolios.  Austin believed that the managing partner was
too conservative in the amount of investment risk Firm A took for clients, resulting in
clients not achieving investment gains that they otherwise may have obtained through
riskier investments.
22.By Spring 2023, Austin wanted to leave Firm A and start his ow
n
in
vestment advisory firm.

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23. On or around April 5, 2023, Austin sent three emails from his Firm A
email address to his personal email address concerning steps Austin would need to
take to establish his own firm, along with draft marketing blurbs promoting the new
firm.
B. Austin Sent And Had Others Send Nonpublic Personal Client
Information To His Personal Email And Forwarded It To His
Future Business Partner
24. On the same day that he sent himself the emails of tasks to establish his
new firm (April 5, 2023), Austin used his email account at Firm A to send account
billing files for hundreds of Firm A’s clients to his personal email address.
25. These files contained nonpublic personal information about Firm A’s
clients, including names and account balances.
26. The following day, Austin directed a subordinate at Firm A to send files
with the names of 328 of Firm A’s clients and their account values to Austin’s
personal email address.  The employee did so.
27. Of the 328 clients whose information was sent to Austin’s personal
email address, 134 clients were managed by persons at Firm A other than Austin.
28. About two weeks later, on April 19, 2023, Austin instructed his personal
assistant at Firm A to send to Austin’s personal email a file listing all of Firm A’s
clients and their phone numbers, email addresses, and home addresses.  She did so.
29. About two months later, on June 29, 2023, Austin instructed his assistant
to send to his personal email account a file containing every contact record Firm A
maintained in its Customer Relations Management (“CRM”) database.  She did so.
30. The CRM file contained nonpublic personal information about Firm A’s
past and current clients, including their names, phone numbers, email addresses, and
home addresses.
31. On September 20, 2023, Austin forwarded this CRM file from his
personal email address to his future business partner at Embarcadero.  This business

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partner had no affiliation with Firm A.
32. A week later, on September 27, 2023, the future business partner
forwarded the CRM file from his own investment advisory firm email account to his
personal account.  He then printed out the file.
33. On October 6, 2023, Austin instructed his assistant to send to his
personal email another file containing information about Firm A’s clients and the
advisory fees each paid.
34. Upon information and belief, Austin used the client information he took
from Firm A to develop business at Embarcadero and solicit those Firm A clients to
become Embarcadero clients.  Austin telephoned these clients, sometimes multiple
times, to solicit their business.
35. Austin later falsely claimed that his assistant twice sent the information
to his personal email account in error and that he had reprimanded her.  He also
falsely claimed that he had the client information sent to his personal email address to
assign clients to different tier groups   and to arrange for holiday gifts.
36. Firm A’s compliance manual in effect at the time required that personal
client information be kept in confidence and limited distribution of Firm A’s
information, including client information in Firm A’s possession, to devices and
servers on Firm A’s security protocol.
37. Austin signed at least one acknowledgment that he had reviewed and
understood Firm A’s compliance policy.  He also attended periodic trainings that
specified that Firm A “permits its employees to access their personal email and
instant messaging accounts to discuss non-work-related issues” but that “[a]ny
correspondence that is to be sent via email and pertains to Firm business MUST be
sent through the email account provided to the employee by” Firm A.
38. Austin knew or should have known that sending client information to his
personal email account violated Firm A’s policies.
39. Neither Austin nor Firm A provided Firm A clients with a privacy notice

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describing the nonpublic personal information that Austin disclosed or notifying
customers of their right to opt out of the disclosure and affording them a reasonable
opportunity to opt out of the disclosure before it was made.
C. Austin Reallocated Firm A Clients’ Portfolios Into An   Unapproved
Strategy Without Notifying Clients
40. Austin reallocated at least 109 client accounts into an equity strategy that
Firm A’s investment committee had not approved, without notifying at least some of
those clients about the changes.
41. On July 18, 2023, Austin changed investments for 26 clients from a
strategy approved by Firm A’s investment committee to a different strategy that was
not approved.
42. Firm A’s managing partner discovered the change on September 16,
2023 and met with Austin that day.  The managing partner told Austin that Austin
was not authorized to invest clients in unapproved strategies.
43. During that meeting, Austin stated that he had made a mistake in
reallocating the client portfolios to unapproved strategies.  Austin committed to
working with the managing partner in managing client portfolios rather than act
unilaterally using investments Firm A’s investment committee had not approved.
44. Then, on September 28, 2023, Austin reallocated another 83 Firm A
clients into that same unapproved strategy.  He did so without consulting Firm A’s
managing partner.
45. The reallocation of the clients’ portfolios to the unapproved strategy
caused some of those clients’ portfolios to contain far more exposure to equities than
was consistent with the clients’ stated risk profiles and with Firm A’s established
benchmarks for exposure to equities for those risk profiles.  In other words, the
reallocation of the client portfolios resulted in those clients being invested in a
strategy that was riskier than what they had said was acceptable.
46. On October 5, 2023, after discovering the reallocation of the portfolios

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of the additional 83 clients, the Firm A managing partner emailed Austin that he had
again selected an unapproved strategy.
D.Austin Placed A    Firm A Client In Investments That Were Contrary
To The Client’s Instructions
47.On
October 11, 2023, a Firm A client emailed Austin and Firm A’
s
m
anaging partner with instructions to sell all shares of particular securities that the
client held in a Roth IRA.  The client also specified that he would “prefer US
Treasuries or Moneymarket [sic] fixed rate investments at this time.”
48.The client also spoke with Austin around that time, informing Aust
in
tha
t he wanted to ensure he was invested conservatively, because of the client’s age
and interest in buying a house in the near term.
49.In November 2023, the same client told Austin that he wanted a portfoli
o
that was low risk, safe,  and earned between 4 and 5%.  The client later told Firm A’s
managing partner of his instructions to Austin.
50.Austin, however, did not follow the client’s instructions.
51.Instead, Austin placed the client in convertible bond and long-term U.S
.
tr
easury leveraged ETFs.
52.The investments Austin selected for the client carried higher risk and
hi
gher volatility than what the client had requested.  In addition, those investments
were not approved by the Firm A investment committee.
53.On November 21, 2023, when the client learned about the investment
s
tha
t Austin had placed him in, the client contacted the Firm A managing partner.  The
managing partner executed trades to place the client into the securities the client had
requested.
E
.A
ustin And His Business Partner Take Steps To Establish
Embarcadero While Austin Was Still Working at Firm A
54.On
November 6, 2023, Austin retained a compliance consultant to assis
t
him
 in setting up his then-unnamed investment advisory firm.

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55. On November 14, 2023, Austin’s future business partner made the
necessary filings to incorporate Embarcadero.
56. By November 30, 2023, Austin, his business partner, and the hired
compliance consultant had begun the process of registering Embarcadero with the
Commission as an investment adviser.  This registration process was completed on
January 9, 2024.
F.   Austin’s Termination From Firm A
57. Austin’s improper reallocation of client accounts caused the managing
partner to review Austin’s emails.  Through this email review, the managing partner
discovered that Austin had improperly sent client information to Austin’s personal
email account.
58. On December 4, 2023, the managing partner informed Austin that his
employment was terminated.
59. The managing partner explained to Austin the reasons for his
termination.  Those reasons included, among others, violation of Firm A’s policies
and procedures about the safeguarding of client records and adherence to the
fiduciary duty owed to clients (relating to the reallocation of client accounts).
60. Form U5 is the uniform termination notice used by entities in the
securities industry, including investment advisory firms, to report to regulators when
an employee has separated from a firm.
61. On December 26, 2023, Firm A filed a Form U5 disclosing that Austin
had been terminated and indicating (in Item 7F) that Austin separated from the firm
“after allegations were made that accused [Austin] of: 1. violating investment-related
statutes, regulations, rules or industry standards of conduct [and] 2. fraud or the
wrongful taking of property.”   The Form U5 described the allegation as, “Violations
of firm policies and procedures related to the safekeeping of client records and
adherence to fiduciary duty.”
62. Austin, Embarcadero, and Embarcadero’s compliance consultant all

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received a copy of the Form U5 when it was filed.
G.   Defendants’ Actions To Induce Clients To Join Embarcadero By
Misrepresenting Austin’s Misconduct And Termination From
Firm A

False Statements on Embarcadero’s Website and Emailed to Clients
63. Advisers Act Rule 204-5 requires investment advisers registered with the
Commission under Section 203 of the Advisers Act and that provide services to a
retail investor to disclose to certain information about the investment advisory firm
and its financial professionals through Form CRS.   The Form CRS requires such
registered investment advisers to answer whether there are disclosable disciplinary
events for the firm or financial professionals employed by the firm.
64. Item 4 of Form CRS asks, “[d]o you or your financial professionals have
legal or disciplinary history.”  The Form CRS instructions state that the answer
should be “yes” if the firm or its financial professionals are the subject of disclosures
in various parts of the Form U5, including Item 7F, the section where Firm A had
disclosed Austin’s termination and the reasons for it.
65. In late November 2023, before Austin had been terminated,
Embarcadero’s compliance consultant prepared a draft Form CRS for Embarcadero.
The compliance consultant answered “no” to Item 4 on the draft form, as Austin had
not yet been terminated.
66. After Austin was terminated and Firm A filed the Form U5 with the
information about the termination, Austin’s business partner at   Embarcadero
corresponded with Embarcadero’s compliance consultant.  On December 29, 2023,
the business partner wrote to the consultant: “We got [Austin’s] U5 from
[Firm A] . . . and while it was not bad . . . it was not as clean as we had hoped it would
be.  There was a termination for ‘taking/improper use of company assets’.  We
probably should use my U4 as the basis of the applications to get things thru smoothly .
. . and then add Parker right behind me, once everything is online” (ellipses in

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original).
67. On or around January 9, 2024, after reviewing the Form U5 Firm A had
filed about Austin’s termination, the compliance consultant advised Embarcadero to
answer “yes” to Item 4 on its Form CRS.  The compliance consultant then provided
Embarcadero a revised version of the Embarcadero Form CRS with that answer.  In
the cover email enclosing the updated Form CRS, the compliance consultant wrote,
“be sure to utilize this CRS version and disregard the previous.”  Embarcadero’s
compliance consultant proceeded to file with the Commission the corrected version
answering “yes” to Item 4.
68. However, Austin and Embarcadero did not use with their clients and
prospective clients the corrected Form CRS that indicated that Austin had
disciplinary history, even though they knew that Austin had that history as a result of
his termination, knew the compliance consultant had told them they needed to change
their answer on the Form CRS, and knew that the compliance consultant had
provided Embarcadero with a new Form CRS that checked “yes” in response to Item
4.
69. Instead, on January 26, 2024, Austin sent Embarcadero’s website
developer the earlier version of Form CRS that answered “no” in response to Item 4.
He did so either intentionally or recklessly.
70. As a result, Embarcadero’s website included a link to this incorrect Form
CRS.
71. Embarcadero’s website also included “FAQs” that repeated information
from the Form CRS, including a “no” response to the question “Do You Or Your
Financial Professionals Have Legal Or Disciplinary History.”
72. Sections 203 and 204 of the Advisers Act [15 U.S.C. §§ 80b-3 and 80b-
4] authorize the Commission to collect from investment advisory firms the
information required by Form ADV.  Advisory firms complete the Form ADV.  The
Commission collects the information for regulatory purposes, such as deciding

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whether to grant registration.  The Commission makes the information submitted on
the Form ADV publicly available.
73. Austin also provided the false Form CRS denying his disciplinary
history to another of Embarcadero’s vendors, which sent prospective clients
Embarcadero’s Form ADV and Form CRS when they expressed an indication of
interest in Embarcadero.  He did so either intentionally or recklessly.
74. The inaccurate information about Austin’s disciplinary history remained
on Embarcadero’s website from January to April 2024.  It was only corrected after
Commission staff issued subpoenas regarding this matter.  The corrected response to
Item 4 in Form CRS provided a “yes” response and referred readers to
Investor.gov/CRS for additional information.
False Statements in Austin’s Form U4
75. Representatives of broker-dealers or investment advisers must be
registered with the appropriate jurisdictions and/or self-regulatory organizations.
Form U4 – the Uniform Application for Securities Industry Registration or Transfer –
is used to establish that registration.
76. On January 9, 2024, Austin filed a   Form U4, registering Austin as an
investment adviser with Embarcadero.  Although Form U4 expressly asks whether
the person filing it has ever voluntarily resigned, been discharged, or permitted to
resign after various allegations were made, Austin failed to disclose that he had been
terminated from Firm A.  He did so intentionally or recklessly.
77. On April 22, 2024, after Embarcadero’s compliance consultant received
a subpoena from the Commission staff in its investigation of this matter, Austin filed
an amended Form U4.  This amended form answered for the first time “yes” to the
questions: “Have you ever voluntarily resigned, been discharged or permitted to resign
after allegations were made that accused you of:  (1) violating investment-related
statutes, regulations, rules, or industry standards of conduct?” or “(2) fraud or the
wrongful taking of property?”

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78. But in the amended Form U4, Austin falsely stated that he was
terminated because “[a] firm associate inadvertently sent an email sent [sic] to my
personal email account that contained client contact information.  I deleted the email
instead of reporting it as per the firm[’]s IT policy.  The Managing Partner used this
email as ground to dismiss me.”
79. Austin knew, or was reckless in not knowing, that his explanation was
false and intentionally, or at a minimum recklessly, misrepresented why he was
terminated.  Austin himself sent his personal email address confidential client
information, including client names and account balances, and on four occasions
directed support staff to send him similar nonpublic personal customer
information.   Austin did not delete the information.  He instead sent it to his future
business partner.  He was also terminated for breaching his fiduciary duty owed to
clients.
80. This knowingly or recklessly false explanation appeared in Austin’s
profile on the Investment Adviser Public Disclosure website at adviserinfo.sec.gov,
which pulls in data from the Form U4.  Clients or prospective clients following the
instructions in Embarcadero’s corrected Form CRS and visiting Investor.gov/CRS to
research the disciplinary history of Embarcadero and its financial professionals would
have, after typing in Austin’s name, been taken to adviserinfo.sec.gov and seen
Austin’s false statements regarding his termination.
81. Austin also told the Embarcadero compliance consultant the false
explanation for his termination.
False Statements in Embarcadero’s Form ADV Part 2A and Part 2B Brochures
82. The Form ADV Part 2A is a narrative brochure created by an investment
advisory firm, containing information about that firm.
83. When Embarcadero filed its initial Form ADV Part 2A brochure with the
Commission on December 6, 2023, Embarcadero failed to disclose Austin’s
disciplinary history.

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84. This history was required to be disclosed in Item 9 of the brochure.  Item
9’s instructions state: “If your advisory firm or a management person has been
involved in a legal or disciplinary event that is ... material to a client’s or prospective
client’s evaluation of your advisory business or the integrity of its management, you
must disclose the event.”
85. Austin’s termination and the circumstances that led to it would be
material to a client’s or prospective client’s evaluation of Embarcadero and to
retaining Austin as an investment adviser.
86. For Item 9 of Embarcadero’s initial Part 2A brochure, Embarcadero
knowingly and falsely stated: “Not applicable.  There are no legal or disciplinary
events.”  Embarcadero stated the same on its Part 2A filed January 2, 2024 and
February 5, 2024.
87. On May 8, 2024, Embarcadero revised its Part 2A, Item 9 answer to:
“There are no legal or disciplinary events that are material to the evaluation of our
advisory business or the integrity of our management.”  But the causes for Austin’s
termination were material to the evaluation of Embarcadero and of Austin’s integrity.
Thus, the revised answer was still knowingly or recklessly false.
88. Austin fully participated in the preparation of these forms and the
answers provided.  As the President and CEO of Embarcadero, he also had the
ultimate authority and legal control over the statements made by Embarcadero in its
Form ADVs.
89. Embarcadero and Austin repeated this knowingly or recklessly false
answer in Embarcadero’s Form ADV Part 2A brochures dated June 6, June 27, July
24, and August 1, 2024.
90. After Commission staff asked Austin about his statement during
investigative testimony, Embarcadero corrected its Item 9 answer.  On August 20,
2024, Embarcadero changed its answer to read: “Parker Austin has a disciplinary
event; the details this event [sic] can be found on www.adviserinfo.sec.gov.”

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91. This statement was also false.  The instructions in Embarcadero’s Form
ADV Part 2A said to consult advisorinfo.sec.gov (the Investment Adviser Public
Disclosure website) to find the details of Austin’s disciplinary event.  But doing so
led to the false disclosure described above, that Austin was terminated because a firm
associate inadvertently sent an email containing client contact information to his
personal email account and that Austin deleted the email instead of reporting it in
ac  cordance with Firm A’s policy.
92. Austin did not remove the false statement about his termination from his
Form U4 until December 18, 2024.
93. Embarcadero’s Form ADV Part 2B also contained false information.
The Form ADV Part 2B requires advisers to create brochure supplements containing
information about certain supervised persons working at the advisory firm.
94. Embarcadero filed multiple Form ADV Part 2B brochures concerning
Austin but omitting or misstating his disciplinary history.
95. The instructions for the Part 2B brochure stated: “If the supervised
person has been involved in a legal or disciplinary event that is ... material to a
client’s or prospective client’s evaluation of the supervised person’s integrity, you
must disclose the event.”
96. Embarcadero’s initial Form ADV Part 2B was filed on May 8, 2024.
There, Embarcadero stated “There are no legal or disciplinary events material to a
client’s a prospective client’s [sic] evaluation of Mr. Austin.”
97. Embarcadero and Austin repeated that knowingly or recklessly false
statement in Form ADV Part 2B brochures dated June 6 and June 27, 2024.
98. On August 20, 2024, Embarcadero filed a new amended Form ADV Part
2B.  The new Part 2B brochure disclosed that Austin had a disciplinary event.  But,
like the Part 2A, it directed people to consult adviserinfo.sec.gov, which led them to
the false explanation for Austin’s termination that Austin provided on his Form U4.

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FIRST CLAIM FOR RELIEF
Fraudulent Scheme and Fraudulent Conduct by Investment Advisers
Violations of Sections 206(1) and 206(2) of the Advisers Act
(against Defendants Austin and Embarcadero)
99. The Commission repeats and incorporates by reference the allegations in
paragraphs 1 through 98 as if set forth fully here.
100. At all relevant times, Austin and Embarcadero were “investment
advisers” within the meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. §
80b-2(a)(11)].  Both Austin and Embarcadero were in the business of providing
investment advice concerning securities for compensation.  Austin was also an
investment adviser due to his ownership, management, and control of Embarcadero.
101. As detailed above, Austin and Embarcadero employed and/or are
employing a fraudulent device, scheme,  or artifice to defraud their clients and
prospective clients through a series of false and/or fraudulently misleading statements
and actions to fraudulently induce clients to join Embarcadero.  This scheme involved
a series of misrepresentations to clients and prospective clients about the reason for
Austin’s termination from Firm A.
102. Austin and Embarcadero, by use of the mails or any means or
instrumentality of interstate commerce, directly or indirectly, acting intentionally,
knowingly,  or recklessly, have employed or are employing devices, schemes, or
artifices to defraud clients or prospective clients.
103. In addition, Austin and Embarcadero, by use of the mails or any means
or instrumentalities of interstate commerce, directly or indirectly, acting intentionally,
knowing, recklessly, or negligently, have engaged or are engaging in transactions,
practices, and courses of business which operate as a fraud or deceit upon a client or
prospective client.
104. By engaging in the conduct described above, Defendants have violated,
and unless enjoined, will continue to violate Sections 206(1) and (2) of the Advisers

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Act [15 U.S.C. § 80b-6(1) and (2)].
SECOND CLAIM FOR RELIEF
Aiding and Abetting Violations of Sections 206(1) and 206(2) of the Advisers Act
(against Defendant Austin)

105. The Commission repeats and incorporates by reference the allegations in
paragraphs 1 through 104 as if set forth fully here.
106. As detailed above, Embarcadero violated Sections 206(1) and (2) of the
Advisers Act [15 U.S.C. § 80b-6(1) and (2)].
107. Austin knew or recklessly disregarded that Embarcadero’s conduct was
improper and knowingly rendered to Embarcadero substantial assistance in that
conduct.  Austin knew or recklessly disregarded Embarcadero’s provision of false
information to clients and prospective clients and his role in furthering it.  Austin
knew the reasons for his termination from January Capital.  But he nevertheless sent
the false Form CRS to the web developer and to the third-party email service.
Further, Austin knew the explanation he provided in his Form U4 was false and either
knew or was reckless in not knowing that this false explanation would be referenced
in Embarcadero’s disclosures to clients.
108. Austin provided substantial assistance to Embarcadero’s violation by, for
instance, providing the incorrect Form CRS to Embarcadero’s website developer and
the third-party service that emailed the Form CRS to clients.  Austin also provided
the false information in his Form U4 that rendered misleading the disclosures
eventually made in Embarcadero’s Form ADV Part 2A and 2B brochures.
109. As a result, Austin knowingly or recklessly aided, abetted, counseled,
commanded, induced, or procured Embarcadero’s violation of Sections 206(1) and
(2) of the Advisers Act [15 U.S.C. § 80b-6(1) and (2)] and, unless enjoined, is
reasonably likely to continue to do so.  Thus, Austin aided and abetted
Embarcadero’s violation of Sections 206(1) and (2) of the Advisers Act.

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THIRD CLAIM FOR RELIEF
Fraudulent Conduct by Investment Advisers
Violations of Sections 206(1) and 206(2) of the Advisers Act
(against Defendant Austin)

110. The Commission repeats and incorporates by reference the allegations in
paragraphs 1 through 109 as if set forth fully here.
111. At all relevant times, Austin was an “investment adviser” within the
meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)].
112. As detailed above, Austin breached his fiduciary duty to a client when he
placed that client in investments that were contrary to the client’s instructions.
113. In doing so, Austin, by use of the mails or any means or instrumentality
of interstate commerce, directly or indirectly, acting intentionally, knowingly, or
recklessly, employed or is employing devices, schemes, or artifices to defraud clients
or potential clients.
114. In doing so, Austin, by use of the mails or any means or instrumentalities
of interstate commerce, directly or indirectly, acting intentionally, knowingly ,
recklessly, or negligently, engaged or is engaging in transactions, practices, and
courses of business which operate as a fraud or deceit upon a client or prospective
client.
115. By engaging in the conduct described above, Austin violated, and unless
enjoined, will continue to violate Sections 206(1) and (2) of the Advisers Act [15
U.S.C. § 80b-6(1) and (2)].
FOURTH CLAIM FOR RELIEF
Material Misstatements in Reports Filed with the Commission
Violations of Section 207 of the Advisers Act
(against Defendants Austin and Embarcadero)
116. The Commission repeats and incorporates by reference the allegations in
paragraphs 1 through 115 as if set forth fully here.

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117. As detailed above, Defendants willfully made untrue statements of
material fact in Embarcadero’s Form ADV Part 2A brochures, filed with the
Commission on or about December 6, 2023; January 2, 2024; February 5, 2024; May
8, 2024; June 6, 2024; June 27, 2024; July 24, 2024; and August 1, 2024, pursuant to
Sections 203 and 204 of the Advisers Act [15 U.S.C. §§ 80b-3 and 80b-4].
Defendants also willfully omitted to state or report material facts required to be stated
in the Form ADV.  These material misstatements and omissions concerned Austin’s
disciplinary history.
118. Austin knew or was reckless in not knowing he had a disciplinary event
that would be material to a client’s or prospective client’s evaluation of his advisory
business or the integrity of its management.
119. The concealed information was material because a reasonable client
would have wanted to know that Austin was terminated for breaching his fiduciary
duty to clients and that he had failed to safeguard the personal information of
hundreds of clients.
120. Nevertheless, Embarcadero filed with the Commission a Form ADV Part
2A brochure that did not disclose Austin’s disciplinary history.  As the President and
CEO of Embarcadero, Austin had the ultimate authority and control over the
statements in Embarcadero’s ADV brochures.  Accordingly, Austin and Embarcadero
made a false filing with the Commission.
121. Thus, Defendants willfully violated, and unless enjoined will continue to
violate, Section 207 of the Advisers Act [15 U.S.C. § 80b-7].
FIFTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Section 207 of the Advisers Act
(against Defendant Austin)

122. The Commission repeats and incorporates by reference the allegations in
paragraphs 1 through 121 as if set forth fully here.
123. As detailed above, Embarcadero violated Section 207 of the Advisers

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Act by willfully making untrue statements in the Forms   ADV Part 2A brochures
listed above and filed with the Commission.
124. Austin knew or recklessly disregarded that Embarcadero’s conduct was
improper and knowingly rendered to Embarcadero substantial assistance in that
conduct.
125. Austin provided substantial assistance to Embarcadero’s violation by
providing false information in the Form ADV Part 2A brochure stating that he had no
disciplinary history.
126. Austin knew or was reckless in not knowing his role in furthering
Embarcadero’s violation, as he knew the true reasons for his termination, yet he
permitted Embarcadero to make a misleading statement in its Form ADV Part 2A
brochure filed with the Commission.
127. As a result, Austin knowingly or recklessly aided, abetted, counseled,
commanded, induced, or procured Embarcadero’s violation of Section 207 of the
Advisers Act [15 U.S.C. § 80b-7] and, unless enjoined, is reasonably likely to
continue to do so.  Thus, Austin aided and abetted Embarcadero’s violation of
Section 207 of the Advisers Act.
SIXTH CLAIM FOR RELIEF
Aiding and Abetting Violation of Rule 10 of Regulation S-P
(against Defendant Austin)

128. The Commission repeats and incorporates by reference the allegations in
paragraphs 1 through 127 as if set forth fully here.
129. As detailed above, Firm A violated Rule 10 of Regulation S-P [17
C.F.R. § 248.10] by disclosing nonpublic personal information about a consumer to a
nonaffiliated third party without (1) providing the consumer with a privacy notice
describing the nonpublic personal information they disclosed; (2) notifying the
consumer of the right to opt out of any disclosure; and, (3) affording the consumer a
reasonable opportunity to opt out before disclosure is made.

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130. Austin knew or recklessly disregarded that Firm A’s conduct relating to
the disclosure of the clients’ nonpublic personal information was improper.  Austin
knowingly rendered substantial assistance to Firm A in that conduct.
131. Austin aided and abetted Firm A’s violations of Rule 10 of Regulation
S-P by improperly removing and sending to his business partner nonpublic personal
information about Firm A’s clients without notice.  This information included contact
information, account numbers, balances, and fee information, all of which are
nonpublic personal information protected by Regulation S-P.  Austin did not warn
clients that he planned to remove this information from January Capital, nor were
clients given the opportunity to opt out.  Austin also provided substantial assistance
by directing support staff to send nonpublic personal client information to his
personal email address and then forwarding that information to his future business
partner.
132. Austin knew, or was reckless in not knowing, that his conduct was
improper
133. As a result, Austin knowingly or recklessly aided, abetted, counseled,
commanded, induced, or procured Firm A’s violation of Rule 10 of Regulation S-P
and, unless enjoined, is reasonably likely to continue to do so.  Thus, Austin aided
and abetted Firm A’s violation of Rule 10 of Regulation S-P.

PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court:
I.
Enter permanent injunctions prohibiting Defendants from violating Sections
206(1) and 206(2) of the Advisers Act by committing or engaging in specified actions
or activities relevant to such violations.
II.
Enter permanent injunctions prohibiting Defendants from violating Section 207

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of the Advisers Act.
III.
Enter a permanent injunction prohibiting Austin from aiding and abetting
violations of Regulation S-P.
IV.
Enter an injunction restraining and enjoining Austin from, directly or
indirectly, acting as or being associated with any broker, dealer, or investment
adviser.  For the purposes of this injunction, (a) a person is associated with a broker
or dealer if such person is a partner, officer, director, or branch manager of such
broker or dealer (or occupies a similar status or performs similar functions), directly
or indirectly controls, is controlled by, or is under common control with such broker
or dealer, or is an employee of such broker or dealer; and (b) a person is associated
with an investment adviser if such person is a partner, officer, or director of such
investment adviser (or performs similar functions), or directly or indirectly controls
or is controlled by such investment adviser, including any employee of such
investment adviser.
V.
Order Defendants to pay appropriate civil monetary penalties pursuant to
Sections 209(e) and (f) of the Advisers Act [15 U.S.C. §§ 80b-9(e) and (f)].
VI.
Require Embarcadero to disgorge its ill-gotten gains, pursuant to Sections
21(d)(5) and 21(d)(7) of the Securities Exchange Act of 1934 [15 U.S.C. §§ 78u(d)(5)
and (7)], plus prejudgment interest.
VII.
Retain jurisdiction over this action to implement and carry out the terms of all
orders and decrees that may be entered.
VIII.
Award any other relief that the Court deems just and proper.

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Dated:  September 10, 2025
/s/ Marc J. Jones
MARC J. JONES (Mass. Bar No.
64  5910, pro hac vice applied for
herewith)
[email protected]
/s/ Jonathan T. Menitove
JONATHAN T. MENITOVE (Mass. Bar
No. 710545, pro hac vice applied for
herewith)
[email protected]
S
ecurities and Exchange Commission
33 Arch Street, 24th Floor
Boston, MA 02110
(617)
57
3-  8947 (Jones Direct)
(617)
57
3-  4565 (Menitove Direct)
Facsimile: (617) 573-4590
Da
niel S. Lim (Cal. Bar No. 292406)
Local Counsel
Securities and Exchange Commission
444 S. Flower St., Suite 900
Los Angeles, CA  90071
Telephone: (323) 965-3957 (Lim Direct)
Facsimile: (213) 443-1904
A
ttorneys for Plaintiff
Securities and Exchange Commission

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MARC J. JONES (Mass. Bar No. 645910, pro hac vice applied for herewith) 
Email: [email protected] 
JONATHAN T. MENITOVE (Mass. Bar No. 710545, pro hac vice applied for 
herewith) 
Email: [email protected]  
U.S. Securities and Exchange Commission 
33 Arch Street, 24th Floor 
Boston, MA 02110 
(617) 573-8947 (Jones Direct)
(617) 573-4565 (Menitove Direct)
Facsimile: (617) 573-4590

Local Counsel 
Daniel S. Lim (Cal. Bar No. 292406) 
Email: [email protected] 
Securities and Exchange Commission 
444 S. Flower St., Suite 900 
Los Angeles, CA  90071 
(323) 965-3957 (Lim Direct)
Facsimile: (213) 443-1904

UNITED STATES DISTRICT COURT 
CENTRAL DISTRICT OF CALIFORNIA 

SOUTHERN DIVISION 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

vs. 

PARKER TERRILL AUSTIN and 
EMBARCADERO CAPITAL 
ADVISORS, INC. 

Defendants. 

Case No.  8:25-cv-02034 

COMPLAINT 

DEMAND FOR JURY TRIAL 

Plaintiff Securities and Exchange Commission (“SEC”) alleges: 

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JURISDICTION AND VENUE 

1. The Court has jurisdiction over this action pursuant to Sections 209(d) 

and 214 of the Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-

9(d) and 80b-14]. 

2. The Commission seeks permanent injunctions pursuant to Section 

209(d) of the Advisers Act [18 U.S.C. § 80b-9(d)].  The Commission seeks 

disgorgement with prejudgment interest pursuant to Sections 21(d)(5) and 21(d)(7) of 

the Exchange Act [15 U.S.C. §§ 78u(d)(5) and (7)].  The Commission seeks the 

imposition of civil penalties pursuant to Section 209(e) of the Advisers Act [15 

U.S.C. § 80b-9(e).]  Unless enjoined, Defendants will continue to engage in the 

securities law violations alleged here, or in similar conduct that would violate the 

securities laws.  Defendants’ conduct involved fraud, deceit, or deliberate or reckless 

disregard of regulatory requirements, and resulted in substantial loss, or significant 

risk of substantial loss, to other persons. 

3. Defendants directly or indirectly used the mails or the means or 

instruments of transportation or communication in interstate commerce in connection 

with their business as investment advisers and the conduct described in this 

Complaint. 

4. The Court has personal jurisdiction over Defendants and venue is proper 

in this District because the Defendants engaged in many of the acts and omissions 

constituting the alleged violations, in whole or in part, in this District, and because 

Embarcadero Capital Advisors, Inc. has its principal place of business in this District.   

SUMMARY OF THE ACTION 

5. Starting at latest in the Spring of 2023, Parker Terrill Austin, an 

investment adviser, intended to leave his then-current employer (“Firm A”) and start 

his own investment advisory firm, which ultimately became known as Embarcadero 

Capital Advisors, Inc. (“Embarcadero”).  Several of the actions Austin took to create, 

and to obtain clients for, Embarcadero violated the federal securities laws.   

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6. While at Firm A, Austin emailed to his personal email address Firm A 

clients’ nonpublic personal information.  He also, on at least four occasions, sent or 

caused to be sent additional personal information about clients (including investment 

account and billing information) to his personal email address.  On at least one 

occasion, Austin forwarded Firm A clients’ nonpublic personal information to his 

future business partner at Embarcadero, who was not affiliated with Firm A.  By 

doing so, Austin aided and abetted Firm A’s violation of Rule 10 of Regulation S-P 

[17 C.F.R. § 248.10], which prohibits investment advisers from disclosing nonpublic 

personal information about a consumer to a nonaffiliated third party unless certain 

conditions are met. 

7. Austin also repeatedly placed Firm A clients in a strategy the firm’s 

investment committee had not approved, without notifying at least some of the clients 

and, in several cases, dramatically increasing their exposure to equities and, 

consequently, risk. 

8. Austin placed at least one client in investments that were contrary to that 

client’s instructions, breaching his fiduciary duty to that client.  By doing so, Austin 

violated Sections 206(1) and 206(2) of the Advisers Act [15 U.S.C. § 80b-6(1) and 

(2)]. 

9. Upon becoming aware of Austin’s actions, Firm A terminated Austin. 

10. Two days later, Austin and his business partner filed to register 

Embarcadero as an investment adviser.   

11. Defendants then engaged in a scheme to fraudulently induce clients to 

join Embarcadero.  This scheme involved a series of misrepresentations to clients and 

prospective clients about the reason for Austin’s termination from Firm A.  Austin 

and Embarcadero continued to misrepresent why Austin was terminated, even after 

Embarcadero was contacted by staff members from the SEC’s Division of 

Enforcement.  In doing so, Defendants engaged in a fraudulent scheme and a course 

of business that operated as a fraud or deceit on their clients and prospective clients, 

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violating Advisers Act Sections 206(1) and 206(2) [15 U.S.C. § 80b-6(1) and (2)].  

Austin also aided and abetted Embarcadero’s violations of these provisions. 

12. Some of Defendants’ misrepresentations about Austin’s terminations 

were contained in filings Embarcadero was required to make with the Commission.  

As a result, Defendants violated Section 207 of the Advisers Act [15 U.S.C. § 80b-7].  

In addition, Austin aided and abetted Embarcadero’s violation of this provision. 

13. Based on these violations, the Commission seeks: 

(a) Entry of permanent injunctions prohibiting Austin and 

Embarcadero from violating Sections 206(1) and 206(2) of the Advisers Act [15 

U.S.C. § 80b-6(1) and (2)] by committing or engaging in specified actions or 

activities relevant to such violations; 

(b) Entry of permanent injunctions prohibiting Austin and 

Embarcadero from violating Section 207 of the Advisers Act [15 U.S.C. § 80b-7]; 

(c) Entry of permanent injunctions prohibiting Austin from aiding and 

abetting violations of Regulation S-P [17 C.F.R. § 248.1 et seq.]; 

(d) Entry of a permanent injunction restraining and enjoining Austin 

from, directly or indirectly, acting as or being associated with any broker, dealer, or 

investment adviser; 

(e) Disgorgement of Embarcadero’s ill-gotten gains, pursuant to 

Section 21(d)(5) and 21(d)(7) of the Securities Exchange Act of 1934 (“Exchange 

Act”) [15 U.S.C. §§ 78u(d)(5) and (7)], plus prejudgment interest;  

(f) Appropriate civil monetary penalties against Austin and 

Embarcadero pursuant to Section 209(e) of the Advisers Act [15 U.S.C. § 80b-9(e)]; 

and 

(g) Any additional relief that the Court deems just and proper.  

DEFENDANTS 

14. Parker Terrill Austin, age 42, resides in San Francisco, CA.  Austin is 

an investment adviser representative registered with Embarcadero.  He is also a co-

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founder and majority owner of Embarcadero, where he serves as the President and 

Chief Executive Officer.   

15. Austin was previously employed with Firm A, as well as with another

financial adviser.  He is also a registered representative with Embarcadero’s broker-

dealer. 

16. Austin passed the Series 7 and Series 66 securities industry exams.

17. Embarcadero Capital Advisors, Inc., is a California corporation based

in Laguna Hills, CA.  Embarcadero was registered with the SEC as an investment 

adviser from January 9, 2024 to August 1, 2024, when it withdrew its SEC 

registration.  It is now registered as an investment adviser in Arizona, California, 

Nevada, and Texas.   

18. Embarcadero is owned by Austin and his business partner.

RELATED ENTITY 

19. Firm A is a California limited liability company based in San Francisco,

CA. It has been registered with the SEC as an investment adviser since 2017. 

THE ALLEGATIONS 

A. Austin Wanted To Establish His Own Investment Advisory Firm

20. In September 2020, Austin began working at Firm A.  He worked as an

investment adviser, receiving compensation for advising clients about their 

investments in securities. 

21. While providing advice to clients at Firm A, Austin had disagreements

with Firm A’s managing partner.  These disagreements centered around the degree of 

risk appropriate for client portfolios.  Austin believed that the managing partner was 

too conservative in the amount of investment risk Firm A took for clients, resulting in 

clients not achieving investment gains that they otherwise may have obtained through 

riskier investments. 

22. By Spring 2023, Austin wanted to leave Firm A and start his own

investment advisory firm.  

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23. On or around April 5, 2023, Austin sent three emails from his Firm A 

email address to his personal email address concerning steps Austin would need to 

take to establish his own firm, along with draft marketing blurbs promoting the new 

firm. 

B. Austin Sent And Had Others Send Nonpublic Personal Client 
Information To His Personal Email And Forwarded It To His 
Future Business Partner 

24. On the same day that he sent himself the emails of tasks to establish his 

new firm (April 5, 2023), Austin used his email account at Firm A to send account 

billing files for hundreds of Firm A’s clients to his personal email address. 

25. These files contained nonpublic personal information about Firm A’s 

clients, including names and account balances.   

26. The following day, Austin directed a subordinate at Firm A to send files 

with the names of 328 of Firm A’s clients and their account values to Austin’s 

personal email address.  The employee did so. 

27. Of the 328 clients whose information was sent to Austin’s personal 

email address, 134 clients were managed by persons at Firm A other than Austin. 

28. About two weeks later, on April 19, 2023, Austin instructed his personal 

assistant at Firm A to send to Austin’s personal email a file listing all of Firm A’s 

clients and their phone numbers, email addresses, and home addresses.  She did so.   

29. About two months later, on June 29, 2023, Austin instructed his assistant 

to send to his personal email account a file containing every contact record Firm A 

maintained in its Customer Relations Management (“CRM”) database.  She did so.   

30. The CRM file contained nonpublic personal information about Firm A’s 

past and current clients, including their names, phone numbers, email addresses, and 

home addresses.   

31. On September 20, 2023, Austin forwarded this CRM file from his 

personal email address to his future business partner at Embarcadero.  This business 

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partner had no affiliation with Firm A. 

32. A week later, on September 27, 2023, the future business partner 

forwarded the CRM file from his own investment advisory firm email account to his 

personal account.  He then printed out the file. 

33. On October 6, 2023, Austin instructed his assistant to send to his 

personal email another file containing information about Firm A’s clients and the 

advisory fees each paid.   

34. Upon information and belief, Austin used the client information he took 

from Firm A to develop business at Embarcadero and solicit those Firm A clients to 

become Embarcadero clients.  Austin telephoned these clients, sometimes multiple 

times, to solicit their business. 

35. Austin later falsely claimed that his assistant twice sent the information 

to his personal email account in error and that he had reprimanded her.  He also 

falsely claimed that he had the client information sent to his personal email address to 

assign clients to different tier groups and to arrange for holiday gifts.   

36. Firm A’s compliance manual in effect at the time required that personal 

client information be kept in confidence and limited distribution of Firm A’s 

information, including client information in Firm A’s possession, to devices and 

servers on Firm A’s security protocol.   

37. Austin signed at least one acknowledgment that he had reviewed and 

understood Firm A’s compliance policy.  He also attended periodic trainings that 

specified that Firm A “permits its employees to access their personal email and 

instant messaging accounts to discuss non-work-related issues” but that “[a]ny 

correspondence that is to be sent via email and pertains to Firm business MUST be 

sent through the email account provided to the employee by” Firm A.  

38. Austin knew or should have known that sending client information to his 

personal email account violated Firm A’s policies.   

39. Neither Austin nor Firm A provided Firm A clients with a privacy notice 

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describing the nonpublic personal information that Austin disclosed or notifying 

customers of their right to opt out of the disclosure and affording them a reasonable 

opportunity to opt out of the disclosure before it was made. 
C. Austin Reallocated Firm A Clients’ Portfolios Into An Unapproved 

Strategy Without Notifying Clients 

40. Austin reallocated at least 109 client accounts into an equity strategy that 

Firm A’s investment committee had not approved, without notifying at least some of 

those clients about the changes.   

41. On July 18, 2023, Austin changed investments for 26 clients from a 

strategy approved by Firm A’s investment committee to a different strategy that was 

not approved.  

42. Firm A’s managing partner discovered the change on September 16, 

2023 and met with Austin that day.  The managing partner told Austin that Austin 

was not authorized to invest clients in unapproved strategies. 

43. During that meeting, Austin stated that he had made a mistake in 

reallocating the client portfolios to unapproved strategies.  Austin committed to 

working with the managing partner in managing client portfolios rather than act 

unilaterally using investments Firm A’s investment committee had not approved. 

44. Then, on September 28, 2023, Austin reallocated another 83 Firm A 

clients into that same unapproved strategy.  He did so without consulting Firm A’s 

managing partner.   

45. The reallocation of the clients’ portfolios to the unapproved strategy 

caused some of those clients’ portfolios to contain far more exposure to equities than 

was consistent with the clients’ stated risk profiles and with Firm A’s established 

benchmarks for exposure to equities for those risk profiles.  In other words, the 

reallocation of the client portfolios resulted in those clients being invested in a 

strategy that was riskier than what they had said was acceptable.   

46. On October 5, 2023, after discovering the reallocation of the portfolios 

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of the additional 83 clients, the Firm A managing partner emailed Austin that he had 

again selected an unapproved strategy.   

D. Austin Placed A Firm A Client In Investments That Were Contrary
To The Client’s Instructions

47. On October 11, 2023, a Firm A client emailed Austin and Firm A’s

managing partner with instructions to sell all shares of particular securities that the 

client held in a Roth IRA.  The client also specified that he would “prefer US 

Treasuries or Moneymarket [sic] fixed rate investments at this time.” 

48. The client also spoke with Austin around that time, informing Austin

that he wanted to ensure he was invested conservatively, because of the client’s age 

and interest in buying a house in the near term. 

49. In November 2023, the same client told Austin that he wanted a portfolio

that was low risk, safe, and earned between 4 and 5%.  The client later told Firm A’s 

managing partner of his instructions to Austin.   

50. Austin, however, did not follow the client’s instructions.

51. Instead, Austin placed the client in convertible bond and long-term U.S.

treasury leveraged ETFs. 

52. The investments Austin selected for the client carried higher risk and

higher volatility than what the client had requested.  In addition, those investments 

were not approved by the Firm A investment committee.    

53. On November 21, 2023, when the client learned about the investments

that Austin had placed him in, the client contacted the Firm A managing partner.  The 

managing partner executed trades to place the client into the securities the client had 

requested. 

E. Austin And His Business Partner Take Steps To Establish
Embarcadero While Austin Was Still Working at Firm A

54. On November 6, 2023, Austin retained a compliance consultant to assist

him in setting up his then-unnamed investment advisory firm. 

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55. On November 14, 2023, Austin’s future business partner made the 

necessary filings to incorporate Embarcadero. 

56. By November 30, 2023, Austin, his business partner, and the hired 

compliance consultant had begun the process of registering Embarcadero with the 

Commission as an investment adviser.  This registration process was completed on 

January 9, 2024. 

F. Austin’s Termination From Firm A 

57. Austin’s improper reallocation of client accounts caused the managing 

partner to review Austin’s emails.  Through this email review, the managing partner 

discovered that Austin had improperly sent client information to Austin’s personal 

email account. 

58. On December 4, 2023, the managing partner informed Austin that his 

employment was terminated.   

59. The managing partner explained to Austin the reasons for his 

termination.  Those reasons included, among others, violation of Firm A’s policies 

and procedures about the safeguarding of client records and adherence to the 

fiduciary duty owed to clients (relating to the reallocation of client accounts). 

60. Form U5 is the uniform termination notice used by entities in the 

securities industry, including investment advisory firms, to report to regulators when 

an employee has separated from a firm.  

61. On December 26, 2023, Firm A filed a Form U5 disclosing that Austin 

had been terminated and indicating (in Item 7F) that Austin separated from the firm 

“after allegations were made that accused [Austin] of: 1. violating investment-related 

statutes, regulations, rules or industry standards of conduct [and] 2. fraud or the 

wrongful taking of property.”   The Form U5 described the allegation as, “Violations 

of firm policies and procedures related to the safekeeping of client records and 

adherence to fiduciary duty.”   

62. Austin, Embarcadero, and Embarcadero’s compliance consultant all 

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received a copy of the Form U5 when it was filed. 

G.   Defendants’ Actions To Induce Clients To Join Embarcadero By 
Misrepresenting Austin’s Misconduct And Termination From   
Firm A 

 
False Statements on Embarcadero’s Website and Emailed to Clients 

63. Advisers Act Rule 204-5 requires investment advisers registered with the 

Commission under Section 203 of the Advisers Act and that provide services to a 

retail investor to disclose to certain information about the investment advisory firm 

and its financial professionals through Form CRS.  The Form CRS requires such 

registered investment advisers to answer whether there are disclosable disciplinary 

events for the firm or financial professionals employed by the firm.   

64. Item 4 of Form CRS asks, “[d]o you or your financial professionals have 

legal or disciplinary history.”  The Form CRS instructions state that the answer 

should be “yes” if the firm or its financial professionals are the subject of disclosures 

in various parts of the Form U5, including Item 7F, the section where Firm A had 

disclosed Austin’s termination and the reasons for it. 

65. In late November 2023, before Austin had been terminated, 

Embarcadero’s compliance consultant prepared a draft Form CRS for Embarcadero.  

The compliance consultant answered “no” to Item 4 on the draft form, as Austin had 

not yet been terminated. 

66. After Austin was terminated and Firm A filed the Form U5 with the 

information about the termination, Austin’s business partner at Embarcadero 

corresponded with Embarcadero’s compliance consultant.  On December 29, 2023, 

the business partner wrote to the consultant: “We got [Austin’s] U5 from 

[Firm A] . . . and while it was not bad . . . it was not as clean as we had hoped it would 

be.  There was a termination for ‘taking/improper use of company assets’.  We 

probably should use my U4 as the basis of the applications to get things thru smoothly . 

. . and then add Parker right behind me, once everything is online” (ellipses in 

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original). 

67. On or around January 9, 2024, after reviewing the Form U5 Firm A had 

filed about Austin’s termination, the compliance consultant advised Embarcadero to 

answer “yes” to Item 4 on its Form CRS.  The compliance consultant then provided 

Embarcadero a revised version of the Embarcadero Form CRS with that answer.  In 

the cover email enclosing the updated Form CRS, the compliance consultant wrote, 

“be sure to utilize this CRS version and disregard the previous.”  Embarcadero’s 

compliance consultant proceeded to file with the Commission the corrected version 

answering “yes” to Item 4. 

68. However, Austin and Embarcadero did not use with their clients and 

prospective clients the corrected Form CRS that indicated that Austin had 

disciplinary history, even though they knew that Austin had that history as a result of 

his termination, knew the compliance consultant had told them they needed to change 

their answer on the Form CRS, and knew that the compliance consultant had 

provided Embarcadero with a new Form CRS that checked “yes” in response to Item 

4.   

69. Instead, on January 26, 2024, Austin sent Embarcadero’s website 

developer the earlier version of Form CRS that answered “no” in response to Item 4.  

He did so either intentionally or recklessly. 

70. As a result, Embarcadero’s website included a link to this incorrect Form 

CRS. 

71. Embarcadero’s website also included “FAQs” that repeated information 

from the Form CRS, including a “no” response to the question “Do You Or Your 

Financial Professionals Have Legal Or Disciplinary History.”  

72. Sections 203 and 204 of the Advisers Act [15 U.S.C. §§ 80b-3 and 80b-

4] authorize the Commission to collect from investment advisory firms the 

information required by Form ADV.  Advisory firms complete the Form ADV.  The 

Commission collects the information for regulatory purposes, such as deciding 

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whether to grant registration.  The Commission makes the information submitted on 

the Form ADV publicly available.   

73. Austin also provided the false Form CRS denying his disciplinary 

history to another of Embarcadero’s vendors, which sent prospective clients 

Embarcadero’s Form ADV and Form CRS when they expressed an indication of 

interest in Embarcadero.  He did so either intentionally or recklessly.  

74. The inaccurate information about Austin’s disciplinary history remained 

on Embarcadero’s website from January to April 2024.  It was only corrected after 

Commission staff issued subpoenas regarding this matter.  The corrected response to 

Item 4 in Form CRS provided a “yes” response and referred readers to 

Investor.gov/CRS for additional information. 

False Statements in Austin’s Form U4 

75. Representatives of broker-dealers or investment advisers must be 

registered with the appropriate jurisdictions and/or self-regulatory organizations.  

Form U4 – the Uniform Application for Securities Industry Registration or Transfer – 

is used to establish that registration. 

76. On January 9, 2024, Austin filed a Form U4, registering Austin as an 

investment adviser with Embarcadero.  Although Form U4 expressly asks whether 

the person filing it has ever voluntarily resigned, been discharged, or permitted to 

resign after various allegations were made, Austin failed to disclose that he had been 

terminated from Firm A.  He did so intentionally or recklessly. 

77. On April 22, 2024, after Embarcadero’s compliance consultant received 

a subpoena from the Commission staff in its investigation of this matter, Austin filed 

an amended Form U4.  This amended form answered for the first time “yes” to the 

questions: “Have you ever voluntarily resigned, been discharged or permitted to resign 

after allegations were made that accused you of: (1) violating investment-related 

statutes, regulations, rules, or industry standards of conduct?” or “(2) fraud or the 

wrongful taking of property?”   

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78. But in the amended Form U4, Austin falsely stated that he was 

terminated because “[a] firm associate inadvertently sent an email sent [sic] to my 

personal email account that contained client contact information.  I deleted the email 

instead of reporting it as per the firm[’]s IT policy.  The Managing Partner used this 

email as ground to dismiss me.”    

79. Austin knew, or was reckless in not knowing, that his explanation was 

false and intentionally, or at a minimum recklessly, misrepresented why he was 

terminated.  Austin himself sent his personal email address confidential client 

information, including client names and account balances, and on four occasions 

directed support staff to send him similar nonpublic personal customer 

information.  Austin did not delete the information.  He instead sent it to his future 

business partner.  He was also terminated for breaching his fiduciary duty owed to 

clients.   

80. This knowingly or recklessly false explanation appeared in Austin’s 

profile on the Investment Adviser Public Disclosure website at adviserinfo.sec.gov, 

which pulls in data from the Form U4.  Clients or prospective clients following the 

instructions in Embarcadero’s corrected Form CRS and visiting Investor.gov/CRS to 

research the disciplinary history of Embarcadero and its financial professionals would 

have, after typing in Austin’s name, been taken to adviserinfo.sec.gov and seen 

Austin’s false statements regarding his termination. 

81. Austin also told the Embarcadero compliance consultant the false 

explanation for his termination. 

False Statements in Embarcadero’s Form ADV Part 2A and Part 2B Brochures 

82. The Form ADV Part 2A is a narrative brochure created by an investment 

advisory firm, containing information about that firm. 

83. When Embarcadero filed its initial Form ADV Part 2A brochure with the 

Commission on December 6, 2023, Embarcadero failed to disclose Austin’s 

disciplinary history. 

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84. This history was required to be disclosed in Item 9 of the brochure.  Item 

9’s instructions state: “If your advisory firm or a management person has been 

involved in a legal or disciplinary event that is … material to a client’s or prospective 

client’s evaluation of your advisory business or the integrity of its management, you 

must disclose the event.”   

85. Austin’s termination and the circumstances that led to it would be 

material to a client’s or prospective client’s evaluation of Embarcadero and to 

retaining Austin as an investment adviser.   

86. For Item 9 of Embarcadero’s initial Part 2A brochure, Embarcadero 

knowingly and falsely stated: “Not applicable.  There are no legal or disciplinary 

events.”  Embarcadero stated the same on its Part 2A filed January 2, 2024 and 

February 5, 2024. 

87. On May 8, 2024, Embarcadero revised its Part 2A, Item 9 answer to: 

“There are no legal or disciplinary events that are material to the evaluation of our 

advisory business or the integrity of our management.”  But the causes for Austin’s 

termination were material to the evaluation of Embarcadero and of Austin’s integrity.  

Thus, the revised answer was still knowingly or recklessly false.  

88. Austin fully participated in the preparation of these forms and the 

answers provided.  As the President and CEO of Embarcadero, he also had the 

ultimate authority and legal control over the statements made by Embarcadero in its 

Form ADVs.   

89. Embarcadero and Austin repeated this knowingly or recklessly false 

answer in Embarcadero’s Form ADV Part 2A brochures dated June 6, June 27, July 

24, and August 1, 2024.   

90. After Commission staff asked Austin about his statement during 

investigative testimony, Embarcadero corrected its Item 9 answer.  On August 20, 

2024, Embarcadero changed its answer to read: “Parker Austin has a disciplinary 

event; the details this event [sic] can be found on www.adviserinfo.sec.gov.”   

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91. This statement was also false.  The instructions in Embarcadero’s Form 

ADV Part 2A said to consult advisorinfo.sec.gov (the Investment Adviser Public 

Disclosure website) to find the details of Austin’s disciplinary event.  But doing so 

led to the false disclosure described above, that Austin was terminated because a firm 

associate inadvertently sent an email containing client contact information to his 

personal email account and that Austin deleted the email instead of reporting it in 

accordance with Firm A’s policy.   

92. Austin did not remove the false statement about his termination from his 

Form U4 until December 18, 2024. 

93. Embarcadero’s Form ADV Part 2B also contained false information.  

The Form ADV Part 2B requires advisers to create brochure supplements containing 

information about certain supervised persons working at the advisory firm. 

94. Embarcadero filed multiple Form ADV Part 2B brochures concerning 

Austin but omitting or misstating his disciplinary history.   

95. The instructions for the Part 2B brochure stated: “If the supervised 

person has been involved in a legal or disciplinary event that is … material to a 

client’s or prospective client’s evaluation of the supervised person’s integrity, you 

must disclose the event.”   

96. Embarcadero’s initial Form ADV Part 2B was filed on May 8, 2024.  

There, Embarcadero stated “There are no legal or disciplinary events material to a 

client’s a prospective client’s [sic] evaluation of Mr. Austin.”   

97. Embarcadero and Austin repeated that knowingly or recklessly false 

statement in Form ADV Part 2B brochures dated June 6 and June 27, 2024.   

98. On August 20, 2024, Embarcadero filed a new amended Form ADV Part 

2B.  The new Part 2B brochure disclosed that Austin had a disciplinary event.  But, 

like the Part 2A, it directed people to consult adviserinfo.sec.gov, which led them to 

the false explanation for Austin’s termination that Austin provided on his Form U4. 

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FIRST CLAIM FOR RELIEF 

Fraudulent Scheme and Fraudulent Conduct by Investment Advisers 
Violations of Sections 206(1) and 206(2) of the Advisers Act 

(against Defendants Austin and Embarcadero) 

99. The Commission repeats and incorporates by reference the allegations in 

paragraphs 1 through 98 as if set forth fully here. 

100. At all relevant times, Austin and Embarcadero were “investment 

advisers” within the meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. § 

80b-2(a)(11)].  Both Austin and Embarcadero were in the business of providing 

investment advice concerning securities for compensation.  Austin was also an 

investment adviser due to his ownership, management, and control of Embarcadero. 

101. As detailed above, Austin and Embarcadero employed and/or are 

employing a fraudulent device, scheme, or artifice to defraud their clients and 

prospective clients through a series of false and/or fraudulently misleading statements 

and actions to fraudulently induce clients to join Embarcadero.  This scheme involved 

a series of misrepresentations to clients and prospective clients about the reason for 

Austin’s termination from Firm A.   

102. Austin and Embarcadero, by use of the mails or any means or 

instrumentality of interstate commerce, directly or indirectly, acting intentionally, 

knowingly, or recklessly, have employed or are employing devices, schemes, or 

artifices to defraud clients or prospective clients.  

103. In addition, Austin and Embarcadero, by use of the mails or any means 

or instrumentalities of interstate commerce, directly or indirectly, acting intentionally, 

knowing, recklessly, or negligently, have engaged or are engaging in transactions, 

practices, and courses of business which operate as a fraud or deceit upon a client or 

prospective client. 

104. By engaging in the conduct described above, Defendants have violated, 

and unless enjoined, will continue to violate Sections 206(1) and (2) of the Advisers 

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Act [15 U.S.C. § 80b-6(1) and (2)]. 

SECOND CLAIM FOR RELIEF 

Aiding and Abetting Violations of Sections 206(1) and 206(2) of the Advisers Act 
(against Defendant Austin) 

 
105. The Commission repeats and incorporates by reference the allegations in 

paragraphs 1 through 104 as if set forth fully here. 

106. As detailed above, Embarcadero violated Sections 206(1) and (2) of the 

Advisers Act [15 U.S.C. § 80b-6(1) and (2)]. 

107. Austin knew or recklessly disregarded that Embarcadero’s conduct was 

improper and knowingly rendered to Embarcadero substantial assistance in that 

conduct.  Austin knew or recklessly disregarded Embarcadero’s provision of false 

information to clients and prospective clients and his role in furthering it.  Austin 

knew the reasons for his termination from January Capital.  But he nevertheless sent 

the false Form CRS to the web developer and to the third-party email service.  

Further, Austin knew the explanation he provided in his Form U4 was false and either 

knew or was reckless in not knowing that this false explanation would be referenced 

in Embarcadero’s disclosures to clients. 

108. Austin provided substantial assistance to Embarcadero’s violation by, for 

instance, providing the incorrect Form CRS to Embarcadero’s website developer and 

the third-party service that emailed the Form CRS to clients.  Austin also provided 

the false information in his Form U4 that rendered misleading the disclosures 

eventually made in Embarcadero’s Form ADV Part 2A and 2B brochures. 

109. As a result, Austin knowingly or recklessly aided, abetted, counseled, 

commanded, induced, or procured Embarcadero’s violation of Sections 206(1) and 

(2) of the Advisers Act [15 U.S.C. § 80b-6(1) and (2)] and, unless enjoined, is 

reasonably likely to continue to do so.  Thus, Austin aided and abetted 

Embarcadero’s violation of Sections 206(1) and (2) of the Advisers Act. 

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THIRD CLAIM FOR RELIEF 

Fraudulent Conduct by Investment Advisers 
Violations of Sections 206(1) and 206(2) of the Advisers Act 

(against Defendant Austin) 
 

110. The Commission repeats and incorporates by reference the allegations in 

paragraphs 1 through 109 as if set forth fully here. 

111. At all relevant times, Austin was an “investment adviser” within the 

meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)].   

112. As detailed above, Austin breached his fiduciary duty to a client when he 

placed that client in investments that were contrary to the client’s instructions.   

113. In doing so, Austin, by use of the mails or any means or instrumentality 

of interstate commerce, directly or indirectly, acting intentionally, knowingly, or 

recklessly, employed or is employing devices, schemes, or artifices to defraud clients 

or potential clients.  

114. In doing so, Austin, by use of the mails or any means or instrumentalities 

of interstate commerce, directly or indirectly, acting intentionally, knowingly, 

recklessly, or negligently, engaged or is engaging in transactions, practices, and 

courses of business which operate as a fraud or deceit upon a client or prospective 

client. 

115. By engaging in the conduct described above, Austin violated, and unless 

enjoined, will continue to violate Sections 206(1) and (2) of the Advisers Act [15 

U.S.C. § 80b-6(1) and (2)]. 

FOURTH CLAIM FOR RELIEF 

Material Misstatements in Reports Filed with the Commission 
Violations of Section 207 of the Advisers Act 

(against Defendants Austin and Embarcadero) 

116. The Commission repeats and incorporates by reference the allegations in 

paragraphs 1 through 115 as if set forth fully here. 

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117. As detailed above, Defendants willfully made untrue statements of 

material fact in Embarcadero’s Form ADV Part 2A brochures, filed with the 

Commission on or about December 6, 2023; January 2, 2024; February 5, 2024; May 

8, 2024; June 6, 2024; June 27, 2024; July 24, 2024; and August 1, 2024, pursuant to 

Sections 203 and 204 of the Advisers Act [15 U.S.C. §§ 80b-3 and 80b-4].  

Defendants also willfully omitted to state or report material facts required to be stated 

in the Form ADV.  These material misstatements and omissions concerned Austin’s 

disciplinary history.  

118. Austin knew or was reckless in not knowing he had a disciplinary event 

that would be material to a client’s or prospective client’s evaluation of his advisory 

business or the integrity of its management.   

119. The concealed information was material because a reasonable client 

would have wanted to know that Austin was terminated for breaching his fiduciary 

duty to clients and that he had failed to safeguard the personal information of 

hundreds of clients.   

120. Nevertheless, Embarcadero filed with the Commission a Form ADV Part 

2A brochure that did not disclose Austin’s disciplinary history.  As the President and 

CEO of Embarcadero, Austin had the ultimate authority and control over the 

statements in Embarcadero’s ADV brochures.  Accordingly, Austin and Embarcadero 

made a false filing with the Commission.   

121. Thus, Defendants willfully violated, and unless enjoined will continue to 

violate, Section 207 of the Advisers Act [15 U.S.C. § 80b-7]. 

FIFTH CLAIM FOR RELIEF 

Aiding and Abetting Violations of Section 207 of the Advisers Act 
(against Defendant Austin) 

 
122. The Commission repeats and incorporates by reference the allegations in 

paragraphs 1 through 121 as if set forth fully here. 

123. As detailed above, Embarcadero violated Section 207 of the Advisers 

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Act by willfully making untrue statements in the Forms ADV Part 2A brochures 

listed above and filed with the Commission. 

124. Austin knew or recklessly disregarded that Embarcadero’s conduct was 

improper and knowingly rendered to Embarcadero substantial assistance in that 

conduct.  

125. Austin provided substantial assistance to Embarcadero’s violation by 

providing false information in the Form ADV Part 2A brochure stating that he had no 

disciplinary history.   

126. Austin knew or was reckless in not knowing his role in furthering 

Embarcadero’s violation, as he knew the true reasons for his termination, yet he 

permitted Embarcadero to make a misleading statement in its Form ADV Part 2A 

brochure filed with the Commission. 

127. As a result, Austin knowingly or recklessly aided, abetted, counseled, 

commanded, induced, or procured Embarcadero’s violation of Section 207 of the 

Advisers Act [15 U.S.C. § 80b-7] and, unless enjoined, is reasonably likely to 

continue to do so.  Thus, Austin aided and abetted Embarcadero’s violation of 

Section 207 of the Advisers Act. 

SIXTH CLAIM FOR RELIEF 

Aiding and Abetting Violation of Rule 10 of Regulation S-P 
(against Defendant Austin) 

 
128. The Commission repeats and incorporates by reference the allegations in 

paragraphs 1 through 127 as if set forth fully here. 

129. As detailed above, Firm A violated Rule 10 of Regulation S-P [17 

C.F.R. § 248.10] by disclosing nonpublic personal information about a consumer to a 

nonaffiliated third party without (1) providing the consumer with a privacy notice 

describing the nonpublic personal information they disclosed; (2) notifying the 

consumer of the right to opt out of any disclosure; and, (3) affording the consumer a 

reasonable opportunity to opt out before disclosure is made. 

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130. Austin knew or recklessly disregarded that Firm A’s conduct relating to 

the disclosure of the clients’ nonpublic personal information was improper.  Austin 

knowingly rendered substantial assistance to Firm A in that conduct.  

131. Austin aided and abetted Firm A’s violations of Rule 10 of Regulation 

S-P by improperly removing and sending to his business partner nonpublic personal 

information about Firm A’s clients without notice.  This information included contact 

information, account numbers, balances, and fee information, all of which are 

nonpublic personal information protected by Regulation S-P.  Austin did not warn 

clients that he planned to remove this information from January Capital, nor were 

clients given the opportunity to opt out.  Austin also provided substantial assistance 

by directing support staff to send nonpublic personal client information to his 

personal email address and then forwarding that information to his future business 

partner.   

132. Austin knew, or was reckless in not knowing, that his conduct was 

improper 

133. As a result, Austin knowingly or recklessly aided, abetted, counseled, 

commanded, induced, or procured Firm A’s violation of Rule 10 of Regulation S-P 

and, unless enjoined, is reasonably likely to continue to do so.  Thus, Austin aided 

and abetted Firm A’s violation of Rule 10 of Regulation S-P. 

 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court: 

I. 

Enter permanent injunctions prohibiting Defendants from violating Sections 

206(1) and 206(2) of the Advisers Act by committing or engaging in specified actions 

or activities relevant to such violations. 

II. 

Enter permanent injunctions prohibiting Defendants from violating Section 207 

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of the Advisers Act. 

III. 

Enter a permanent injunction prohibiting Austin from aiding and abetting 

violations of Regulation S-P. 

IV. 

Enter an injunction restraining and enjoining Austin from, directly or 

indirectly, acting as or being associated with any broker, dealer, or investment 

adviser.  For the purposes of this injunction, (a) a person is associated with a broker 

or dealer if such person is a partner, officer, director, or branch manager of such 

broker or dealer (or occupies a similar status or performs similar functions), directly 

or indirectly controls, is controlled by, or is under common control with such broker 

or dealer, or is an employee of such broker or dealer; and (b) a person is associated 

with an investment adviser if such person is a partner, officer, or director of such 

investment adviser (or performs similar functions), or directly or indirectly controls 

or is controlled by such investment adviser, including any employee of such 

investment adviser. 

V. 

Order Defendants to pay appropriate civil monetary penalties pursuant to 

Sections 209(e) and (f) of the Advisers Act [15 U.S.C. §§ 80b-9(e) and (f)]. 

VI. 

Require Embarcadero to disgorge its ill-gotten gains, pursuant to Sections 

21(d)(5) and 21(d)(7) of the Securities Exchange Act of 1934 [15 U.S.C. §§ 78u(d)(5) 

and (7)], plus prejudgment interest. 

VII. 

Retain jurisdiction over this action to implement and carry out the terms of all 

orders and decrees that may be entered. 

VIII. 

Award any other relief that the Court deems just and proper. 

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Dated:  September 10, 2025 /s/ Marc J. Jones 
MARC J. JONES (Mass. Bar No. 
645910, pro hac vice applied for 
herewith) 
[email protected] 

/s/ Jonathan T. Menitove 
JONATHAN T. MENITOVE (Mass. Bar 
No. 710545, pro hac vice applied for 
herewith) 
[email protected]  

Securities and Exchange Commission 
33 Arch Street, 24th Floor 
Boston, MA 02110 
(617) 573-8947 (Jones Direct)
(617) 573-4565 (Menitove Direct)
Facsimile: (617) 573-4590

Daniel S. Lim (Cal. Bar No. 292406) 
Local Counsel 
Securities and Exchange Commission 
444 S. Flower St., Suite 900 
Los Angeles, CA  90071 
Telephone: (323) 965-3957 (Lim Direct) 
Facsimile: (213) 443-1904 

Attorneys for Plaintiff 
Securities and Exchange Commission 

Case 8:25-cv-02034     Document 1     Filed 09/10/25     Page 24 of 24   Page ID #:24


	(a) Entry of permanent injunctions prohibiting Austin and Embarcadero from violating Sections 206(1) and 206(2) of the Advisers Act [15 U.S.C. § 80b-6(1) and (2)] by committing or engaging in specified actions or activities relevant to such violations;
	(b) Entry of permanent injunctions prohibiting Austin and Embarcadero from violating Section 207 of the Advisers Act [15 U.S.C. § 80b-7];
	(c) Entry of permanent injunctions prohibiting Austin from aiding and abetting violations of Regulation S-P [17 C.F.R. § 248.1 et seq.];
	(d) Entry of a permanent injunction restraining and enjoining Austin from, directly or indirectly, acting as or being associated with any broker, dealer, or investment adviser;
	(e) Disgorgement of Embarcadero’s ill-gotten gains, pursuant to Section 21(d)(5) and 21(d)(7) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 78u(d)(5) and (7)], plus prejudgment interest;
	(f) Appropriate civil monetary penalties against Austin and Embarcadero pursuant to Section 209(e) of the Advisers Act [15 U.S.C. § 80b-9(e)]; and
	(g) Any additional relief that the Court deems just and proper.
	A. Austin Wanted To Establish His Own Investment Advisory Firm
	B. Austin Sent And Had Others Send Nonpublic Personal Client Information To His Personal Email And Forwarded It To His Future Business Partner
	C. Austin Reallocated Firm A Clients’ Portfolios Into An Unapproved Strategy Without Notifying Clients
	D. Austin Placed A Firm A Client In Investments That Were Contrary To The Client’s Instructions
	E.  Austin And His Business Partner Take Steps To Establish Embarcadero While Austin Was Still Working at Firm A
	F. Austin’s Termination From Firm A
	G.   Defendants’ Actions To Induce Clients To Join Embarcadero By Misrepresenting Austin’s Misconduct And Termination From   Firm A