SEC v. MEDALLION FINANCIAL CORP.; ANDREW MURSTEIN; LAWRENCE MEYERS; and ICHABOD’S CRANIUM, INC., No. 1:21-cv-11125, Southern District of New York (June 6, 2025) — Judgment

1
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
________________________________________________
:
SECURITIES AND EXCHANGE COMMISSION, :
: 21-CV-11125-LAK
Plaintiff,  :
:
-against-     :
:
MEDALLION FINANCIAL CORP., :
ANDREW MURSTEIN,   :
LAWRENCE MEYERS,  :
and ICHABOD’S CRANIUM, INC., :
:
Defendants. :
________________________________________________:
FINAL JUDGMENT AS TO DEFENDANTS
MEDALLION FINANCIAL CORP. AND ANDREW MURSTEIN

The Securities and Exchange Commission (“SEC”) having filed an Amended Complaint
and Defendants Medallion
Financial Corp. (“Medallion”) and Andrew Murstein (“Murstein”)
(together, “Defendants”) having entered general appearances; consented to the Court’s
jurisdiction over Defendants and the subject matter of this action; consented to entry of this Final
Judgment without admitting or denying the allegations of the Amended Complaint (except as to
jurisdiction and except as otherwise provided herein in paragraph XI); waived findings of fact
and conclusions of law; and waived any
right to appeal from this Final Judgment:
I.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendants are
permanently restrained and enjoined from viol
ating, directly or indirectly, Section 10(b) of the
Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5
promulgated thereunder [17 C.F.R. § 240.10b-5], by using any means or instrumentality of

05/30/2025

2
interstate commerce, or of the mails, or of any facility of any national securities exchange, in
connection with the purchase or sale of any security:
(a) to employ any device, scheme, or artifice to defraud;
(b) to make any untrue statement of a material fact or to omit to state a material fact
 necessary in order to make the statements made, in the light of the circumstances
 under which they were made, not misleading; or
(c) to engage in any act, practice, or course of business which operates or would
 operate as a fraud or deceit upon any person.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendants’
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendants or with anyone described in (a).
II.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that
Defendants are permanently restrained and enjoined from violating Section 17(a)(1), (3) of the
Securities Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of any
security by the use of any means or instruments of transportation or communication in interstate
commerce or by use of the mails, directly or indirectly:
(a) to employ any device, scheme, or artifice to defraud;
(b) to engage in any transaction, practice, or course of business which operates or
 would operate as a fraud or deceit upon the purchaser.

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IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
III.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that
Defendants are permanently restrained and enjoined from violating Section 17(b) of the
Securities Act [15 U.S.C. § 77q(a)] by using any means or instruments of transportation or
communication in interstate commerce or by use of the mails, directly or indirectly, to publish,
give publicity to, or circulate any notice, circular, advertisement, newspaper, article, letter,
investment service, or communication which, though not purporting to offer a security for sale,
describes such security for a consideration received or to be received, directly or indirectly, from
an issuer, underwriter, or dealer, without fully disclosing the receipt, whether past or prospective,
of such consideration and the amount thereof.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendants’
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendants or with anyone described in (a).
IV.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant Medallion
is permanently restrained and enjoined from violating, directly or indirectly, Sections 13(a),

4
13(b)(2)(A) and (B) of the Exchange Act [15 U.S.C. § 78m(a), (b)(2)(A) and (B)] and Rules 12b-
20, 13a-1, 13a-11 and 13a-13 thereunder [17 C.FR. §§ 240.12b-20, 13a-1, 13a-11 and 13a-13],
by:
(a) failing to make and keep books, records, and accounts that in reasonable detail
accurately and fairly reflect its transactions and disposition of assets;
(b) failing to devise and maintain a system of internal accounting controls sufficient
to provide reasonable assurances that transactions are executed in accordance with
Defendant Medallion’s management’s general or specific authorization;
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles or any
other criteria applicable to such statements, and to maintain accountability for
assets; or
(c) failing to file with the SEC such financial reports as the SEC has prescribed,
and/or failing to include, in addition to the information expressly required to be
stated in such reports, such further material information as is necessary to make
the statements made therein, in light of the circumstances in which they were
made, not misleading,
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant
Medallion’s officers, agents, servants, employees, and attorneys; and (b) other persons in active
concert or participation with Defendant Medallion or with anyone described in (a).

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V.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
Murtstein is permanently restrained and enjoined from aiding and abetting any violation of
Sections 13(a), 13(b)(2)(A) and (B) of the Exchange Act [15 U.S.C. § 78m(a), (b)(2)(A) and (B)]
and Rules 12b-20, 13a-1, 13a-11 and 13a-13 thereunder [17 C.FR. §§ 240.12b-20, 13a-1, 13a-11
and 13a-13] by knowingly or recklessly providing substantial assistance to an issuer that:
(a) fails to make and keep books, records, and accounts that in reasonable detail
accurately and fairly reflect its transactions and disposition of assets;
(b) fails to devise and maintain a system of internal accounting controls sufficient to
provide reasonable assurances that transactions are executed in accordance with
its management’s general or specific authorization; transactions are recorded as
necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles or any other criteria applicable to such
statements, and/or maintains accountability for assets; or
(c) fails to file with the Commission such financial reports as the Commission has
prescribed, and/or fails to include, in addition to the information expressly
required to be stated in such reports, such further material information as is
necessary to make the statements made therein, in light of the circumstances in
which they were made, not misleading,
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant
Mutstein’s officers, agents, servants, employees, and attorneys; and (b) other persons in active

6
concert or participation with Defendant or with anyone described in (a).
VI.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant Murstein is
permanently restrained and enjoined from violating, directly or indirectly, Rule 13b2-2 under the
Exchange Act [17 C.FR. §§ 240.13b2-2] by
(a) making or causing to be made materially false or misleading statements to an
accountant; or
(b) omitting to state, or causing another person to omit to state, material facts
necessary in order to make statements made, in light of the circumstances under
which such statements were made, not misleading, to an accountant in connection
with (1) an audit, review, or examination of financial statements required by the
Exchange Act or rules thereunder, or (2) the preparation of filing of a document
or report required to be filed with the Commission.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant
Mutstein’s officers, agents, servants, employees, and attorneys; and (b) other persons in active
concert or participation with Defendant or with anyone described in (a).
VII.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that:
(a) Defendant Medallion shall pay a civil penalty in the amount of $3,000,000; and
(b) Defendant Murstein shall pay a civil penalty in the amount of $1,000,000,
to the Securities and Exchange Commission pursuant to Section  21(d)(3) of the Exchange Act

7
[15 U.S.C. § 78u(d)(3)] and Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)].
Defendant Medallion shall make its payment within 30 days after entry of this Final
Judgment.  Defendant Murstein shall make his payment pursuant to the terms of the payment
schedule set forth in paragraph VIII below.
Defendants may transmit payment electronically to the SEC, which will provide detailed
ACH transfer/Fedwire instructions upon request.  Payment may also be made directly from a
bank account via Pay.gov through the SEC website at http://www.sec.gov/about/offices/ofm.htm
.
Defendants may also pay by certified check, bank cashier’s check, or United States postal money
order payable to the Securities and Exchange Commission, which shall be delivered or mailed to
Enterprise Services Center
Accounts Receivable Branch
6500 South MacArthur Boulevard
Oklahoma City, OK 73169

and shall be accompanied by a letter identifying the case title, civil action number, and name of
this Court; Medallion as a defendant in this action; and specifying that payment is made pursuant
to this Final Judgment.
Defendants shall simultaneously transmit photocopies of evidence of payment and case
identifying information to the SEC’s counsel in this action.  By making this payment, Defendants
relinquish all legal and equitable right, title, and interest in such funds and no part of the funds
shall be returned to Medallion or Murstein.  The SEC shall send the funds paid pursuant to this
Final Judgment to the United States Treasury.
The SEC may enforce the Court’s judgment for penalties by the use of all collection
procedures authorized by law, including the Federal Debt Collection Procedures Act, 28 U.S.C.
§ 3001 et seq., and moving for civil contempt for the violation of any Court orders issued in this
action.  Defendants shall pay post-judgment interest on any amounts due after 30 days of the

8
entry of this Final Judgment pursuant to 28 U.S.C. § 1961.
VIII.
Defendant Murstein shall pay the total penalty due of $1,000,000 in four installments to
the Commission according to the following schedule:  (1) $250,000, within 30 days of entry of
this Final Judgment; (2) $250,000, within 90 days of entry of this Final Judgment; (3) $250,000,
within 180 days of entry of this Final Judgment; and (4) $250,000, within 360 days of entry of
this Final Judgment.  Payments shall be deemed made on the date they are received by the
Commission and shall be applied first to post judgment interest, which accrues pursuant to 28
U.S.C. § 1961 on any unpaid amounts due after 30 days of the entry of Final Judgment.  Prior to
making the final payment set forth herein, Murstein  shall contact the staff of the Commission for
the amount due for the final payment.
If Murstein fails to make any payment by the date agreed and/or in the amount agreed
according to the schedule set forth above, all outstanding payments under this Final Judgment,
including post-judgment interest, minus any payments made, shall become due and payable
immediately at the discretion of the staff of the Commission without further application to the
Court.
IX.
IT
 IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is
incorporated herein with the same force and effect as if fully set forth herein.
X.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Medallion shall
undertake the following:
(a) Undertaking to Retain an Independent Compliance Consultant:

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i. Medallion shall retain, within 45 days of entry of Judgment in this matter, the
services of an Independent Compliance Consultant (“Independent
Consultant”) not unacceptable to the staff of the SEC and provide a copy of
the Amended Complaint and the Consent and Final Judgment to the
Independent Consultant.  Not later than 15 days following the date of the
Independent Consultant’s engagement, Medallion shall provide the SEC staff
with a copy of its engagement letter with the Independent Consultant,
describing the Independent Consultant’s responsibilities, which shall be
consistent with the terms of the undertakings set forth herein.  The
Independent Consultant’s compensation and expenses shall be borne
exclusively by Medallion.
ii. The Independent Consultant shall be retained to conduct a review and
evaluation of the sufficiency of Medallion’s policies, procedures, internal
controls, processes, and systems in relation to compliance with applicable
federal securities law requirements concerning (a) internal accounting controls
in relation to Medallion’s valuation of balance sheet assets; and (b)  investor
communications (excluding  documents required to be filed with the
Commission pursuant to Exchange Act Section 13(a) and rules thereunder),
including but not limited to unlawful touting and communications via social
media and other electronic platforms.  This review and evaluation shall also
encompass Medallion’s document retention policies and procedures in relation
to their sufficiency to provide reasonable assurance that Medallion is able to
effectively implement and perform relevant procedures.

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iii. The review and evaluation described in paragraph 4(a)(ii) shall encompass
Medallion’s training policies and procedures, evaluating whether such training
is sufficient to provide reasonable assurance that relevant Medallion
employees understand the policies and procedures identified in paragraph
4(a)(ii)(a) and 4(a)(ii)(b).
iv. Medallion shall fully cooperate with the Independent Consultant’s reasonable
requests for information concerning the scope of its work.
v. Medallion shall require that, at the end of the Independent Consultant’s
review, which in no event shall be more than 90 days following its retention,
the Independent Consultant shall submit a written report to Medallion and the
SEC Staff that shall include a description of the review performed and any
recommendations for changes or improvements in Medallion’s policies and
procedures.  To the extent Medallion finds any of the Independent
Consultant’s recommendations inadequate, unduly burdensome or otherwise
objectionable, Medallion may meet and confer with the Independent
Consultant, which may revise its report and recommendations as it deems
appropriate.  In the event Medallion and the Independent Consultant are
unable to resolve any disagreement regarding any recommendation of the
Independent Consultant, Medallion shall apply to the Court for relief from the
obligation to implement the recommendations of the Independent Consultant.
vi. Within 60 days of the issuance of the Independent Consultant’s written report,
Medallion shall certify to the SEC Staff that it has complied with the

11
Independent Consultant’s recommendations or, to the extent that it has not
done so, explain the basis for its departure from the Independent Consultant’s
recommendations.
vii. Medallion’s retention of the Independent Consultant shall provide that on the
one-year anniversary of the issuance of the Independent Consultant’s report,
the Independent Consultant shall conduct a follow-on review of Medallion’s
adherence to the Independent Consultant’s recommendations.
viii. Medallion shall require that, at the end of the Independent Consultant’s
one-year follow-on review, which in no event shall be more than 45 days
following commencement of the follow-on review, the Independent
Consultant shall submit a final written report to Medallion and the SEC Staff
describing the review performed and assessing Medallion’s adherence to the
Independent Consultant’s previous recommendations.
ix. To ensure the independence of the Independent Consultant, Medallion:
(1) shall not have the authority to terminate the Independent Consultant or
substitute another independent consultant for the initial Independent
Consultant without prior written approval of the SEC staff; and (2) shall
compensate the Independent Consultant and persons engaged to assist the
Independent Consultant for services rendered pursuant to this Order at their
reasonable and customary rates.
x. For the period of engagement and for a period of two (2) years from the
completion of the engagement, Medallion shall not: (1) retain the Independent
Consultant for any other professional services outside of the services

12
described in Section IX of the Final Judgment; (2) enter into any other
professional relationship with the Independent Consultant, including any
employment, consultant, attorney-client, auditing or other professional
relationship or;  (2) enter into, without prior written consent of the SEC staff,
any such professional relationship with any of the Independent Consultant’s
present or former affiliates, directors, officers, partners, employees, or agents
acting in their capacity as such.
(b) Undertaking to Appoint a Chief Compliance Officer:
i. Within three months of entry of the Final Judgment, Medallion will create a
new Chief Compliance Officer (“CCO”) role that will report to the General
Counsel.  The CCO will have suitable regulatory and compliance experience
and will have a dotted reporting line directly to the Chair of the Audit
Committee.
ii. The CCO will report quarterly to the Audit Committee on any significant
compliance issues arising during the quarter.
iii. The CCO may be removed only with the approval of the Audit Committee.

XI.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely for purposes of
exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the
allegations in the complaint are true and admitted by Murstein, and further, any debt for
disgorgement, prejudgment interest, civil penalty or other amounts due by Murstein under this
Final Judgment or any other judgment, order, consent order, decree or settlement agreement
entered in connection with this proceeding, is a debt for the violation by Murstein of the federal

1 

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 
________________________________________________ 

: 
SECURITIES AND EXCHANGE COMMISSION, : 

: 21-CV-11125-LAK
Plaintiff,  : 

: 
-against-     :         

: 
MEDALLION FINANCIAL CORP., : 
ANDREW MURSTEIN,   : 
LAWRENCE MEYERS,  : 
and ICHABOD’S CRANIUM, INC., : 

: 
Defendants. : 

________________________________________________: 

FINAL JUDGMENT AS TO DEFENDANTS  
MEDALLION FINANCIAL CORP. AND ANDREW MURSTEIN 

The Securities and Exchange Commission (“SEC”) having filed an Amended Complaint 

and Defendants Medallion Financial Corp. (“Medallion”) and Andrew Murstein (“Murstein”) 

(together, “Defendants”) having entered general appearances; consented to the Court’s 

jurisdiction over Defendants and the subject matter of this action; consented to entry of this Final 

Judgment without admitting or denying the allegations of the Amended Complaint (except as to 

jurisdiction and except as otherwise provided herein in paragraph XI); waived findings of fact 

and conclusions of law; and waived any right to appeal from this Final Judgment: 

I. 

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendants are 

permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) of the 

Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 

promulgated thereunder [17 C.F.R. § 240.10b-5], by using any means or instrumentality of 

Case 1:21-cv-11125-LAK     Document 124     Filed 05/29/25     Page 1 of 24

05/30/2025

http://www.google.com/search?q=17+c.f.r.++240.10b-5
http://www.google.com/search?q=15+u.s.c.++78j(b)


2 

interstate commerce, or of the mails, or of any facility of any national securities exchange, in 

connection with the purchase or sale of any security: 

(a) to employ any device, scheme, or artifice to defraud; 

(b) to make any untrue statement of a material fact or to omit to state a material fact 

 necessary in order to make the statements made, in the light of the circumstances 

 under which they were made, not misleading; or 

(c) to engage in any act, practice, or course of business which operates or would 

 operate as a fraud or deceit upon any person. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendants’ 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendants or with anyone described in (a). 

II. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendants are permanently restrained and enjoined from violating Section 17(a)(1), (3) of the 

Securities Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of any 

security by the use of any means or instruments of transportation or communication in interstate 

commerce or by use of the mails, directly or indirectly: 

(a) to employ any device, scheme, or artifice to defraud;  

(b) to engage in any transaction, practice, or course of business which operates or  

 would operate as a fraud or deceit upon the purchaser. 

 

Case 1:21-cv-11125-LAK     Document 124     Filed 05/29/25     Page 2 of 24

http://www.google.com/search?q=FRCP+65(d)(2)
http://www.google.com/search?q=15+u.s.c.++77q(a)


3 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

III. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendants are permanently restrained and enjoined from violating Section 17(b) of the 

Securities Act [15 U.S.C. § 77q(a)] by using any means or instruments of transportation or 

communication in interstate commerce or by use of the mails, directly or indirectly, to publish, 

give publicity to, or circulate any notice, circular, advertisement, newspaper, article, letter, 

investment service, or communication which, though not purporting to offer a security for sale, 

describes such security for a consideration received or to be received, directly or indirectly, from 

an issuer, underwriter, or dealer, without fully disclosing the receipt, whether past or prospective, 

of such consideration and the amount thereof. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendants’ 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendants or with anyone described in (a). 

IV. 

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant Medallion 

is permanently restrained and enjoined from violating, directly or indirectly, Sections 13(a), 

Case 1:21-cv-11125-LAK     Document 124     Filed 05/29/25     Page 3 of 24

http://www.google.com/search?q=FRCP+65(d)(2)
http://www.google.com/search?q=FRCP+65(d)(2)
http://www.google.com/search?q=15+u.s.c.++77q(a)


4 

13(b)(2)(A) and (B) of the Exchange Act [15 U.S.C. § 78m(a), (b)(2)(A) and (B)] and Rules 12b-

20, 13a-1, 13a-11 and 13a-13 thereunder [17 C.FR. §§ 240.12b-20, 13a-1, 13a-11 and 13a-13], 

by: 

(a) failing to make and keep books, records, and accounts that in reasonable detail 

accurately and fairly reflect its transactions and disposition of assets; 

(b) failing to devise and maintain a system of internal accounting controls sufficient 

to provide reasonable assurances that transactions are executed in accordance with 

Defendant Medallion’s management’s general or specific authorization; 

transactions are recorded as necessary to permit preparation of financial 

statements in conformity with generally accepted accounting principles or any 

other criteria applicable to such statements, and to maintain accountability for 

assets; or 

(c) failing to file with the SEC such financial reports as the SEC has prescribed, 

and/or failing to include, in addition to the information expressly required to be 

stated in such reports, such further material information as is necessary to make 

the statements made therein, in light of the circumstances in which they were 

made, not misleading, 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant 

Medallion’s officers, agents, servants, employees, and attorneys; and (b) other persons in active 

concert or participation with Defendant Medallion or with anyone described in (a). 

 

Case 1:21-cv-11125-LAK     Document 124     Filed 05/29/25     Page 4 of 24

http://www.google.com/search?q=FRCP+65(d)(2)
http://www.google.com/search?q=17+c.fr.++240.12b-20
http://www.google.com/search?q=17+c.fr.+13a-1
http://www.google.com/search?q=17+c.fr.+13a-11
http://www.google.com/search?q=17+c.fr.+13a-13
http://www.google.com/search?q=15+u.s.c.++78m(a)
http://www.google.com/search?q=15+u.s.c.+78m(b)(2)(a)
http://www.google.com/search?q=15+u.s.c.+78m(b)


5 

V. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

Murtstein is permanently restrained and enjoined from aiding and abetting any violation of 

Sections 13(a), 13(b)(2)(A) and (B) of the Exchange Act [15 U.S.C. § 78m(a), (b)(2)(A) and (B)] 

and Rules 12b-20, 13a-1, 13a-11 and 13a-13 thereunder [17 C.FR. §§ 240.12b-20, 13a-1, 13a-11 

and 13a-13] by knowingly or recklessly providing substantial assistance to an issuer that: 

(a) fails to make and keep books, records, and accounts that in reasonable detail 

accurately and fairly reflect its transactions and disposition of assets; 

(b) fails to devise and maintain a system of internal accounting controls sufficient to 

provide reasonable assurances that transactions are executed in accordance with 

its management’s general or specific authorization; transactions are recorded as 

necessary to permit preparation of financial statements in conformity with 

generally accepted accounting principles or any other criteria applicable to such 

statements, and/or maintains accountability for assets; or 

(c) fails to file with the Commission such financial reports as the Commission has 

prescribed, and/or fails to include, in addition to the information expressly 

required to be stated in such reports, such further material information as is 

necessary to make the statements made therein, in light of the circumstances in 

which they were made, not misleading, 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant 

Mutstein’s officers, agents, servants, employees, and attorneys; and (b) other persons in active 

Case 1:21-cv-11125-LAK     Document 124     Filed 05/29/25     Page 5 of 24

http://www.google.com/search?q=FRCP+65(d)(2)
http://www.google.com/search?q=17+c.fr.++240.12b-20
http://www.google.com/search?q=17+c.fr.+13a-1
http://www.google.com/search?q=17+c.fr.+13a-11
http://www.google.com/search?q=17+c.fr.+13a-13
http://www.google.com/search?q=15+u.s.c.++78m(a)
http://www.google.com/search?q=15+u.s.c.+78m(b)(2)(a)
http://www.google.com/search?q=15+u.s.c.+78m(b)


6 

concert or participation with Defendant or with anyone described in (a). 

VI. 

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant Murstein is 

permanently restrained and enjoined from violating, directly or indirectly, Rule 13b2-2 under the 

Exchange Act [17 C.FR. §§ 240.13b2-2] by  

(a) making or causing to be made materially false or misleading statements to an 

accountant; or 

(b) omitting to state, or causing another person to omit to state, material facts 

necessary in order to make statements made, in light of the circumstances under 

which such statements were made, not misleading, to an accountant in connection 

with (1) an audit, review, or examination of financial statements required by the 

Exchange Act or rules thereunder, or (2) the preparation of filing of a document 

or report required to be filed with the Commission. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant 

Mutstein’s officers, agents, servants, employees, and attorneys; and (b) other persons in active 

concert or participation with Defendant or with anyone described in (a). 

VII. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that:  

(a) Defendant Medallion shall pay a civil penalty in the amount of $3,000,000; and  

(b) Defendant Murstein shall pay a civil penalty in the amount of $1,000,000,  

to the Securities and Exchange Commission pursuant to Section  21(d)(3) of the Exchange Act 

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[15 U.S.C. § 78u(d)(3)] and Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)].   

Defendant Medallion shall make its payment within 30 days after entry of this Final 

Judgment.  Defendant Murstein shall make his payment pursuant to the terms of the payment 

schedule set forth in paragraph VIII below. 

Defendants may transmit payment electronically to the SEC, which will provide detailed 

ACH transfer/Fedwire instructions upon request.  Payment may also be made directly from a 

bank account via Pay.gov through the SEC website at http://www.sec.gov/about/offices/ofm.htm.  

Defendants may also pay by certified check, bank cashier’s check, or United States postal money 

order payable to the Securities and Exchange Commission, which shall be delivered or mailed to  

Enterprise Services Center 
Accounts Receivable Branch 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 

and shall be accompanied by a letter identifying the case title, civil action number, and name of 

this Court; Medallion as a defendant in this action; and specifying that payment is made pursuant 

to this Final Judgment.   

Defendants shall simultaneously transmit photocopies of evidence of payment and case 

identifying information to the SEC’s counsel in this action.  By making this payment, Defendants 

relinquish all legal and equitable right, title, and interest in such funds and no part of the funds 

shall be returned to Medallion or Murstein.  The SEC shall send the funds paid pursuant to this 

Final Judgment to the United States Treasury.  

The SEC may enforce the Court’s judgment for penalties by the use of all collection 

procedures authorized by law, including the Federal Debt Collection Procedures Act, 28 U.S.C. 

§ 3001 et seq., and moving for civil contempt for the violation of any Court orders issued in this 

action.  Defendants shall pay post-judgment interest on any amounts due after 30 days of the 

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http://www.google.com/search?q=15+u.s.c.++77t(d)
http://www.google.com/search?q=28+u.s.c.+++3001
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entry of this Final Judgment pursuant to 28 U.S.C. § 1961.   

VIII.  

Defendant Murstein shall pay the total penalty due of $1,000,000 in four installments to 

the Commission according to the following schedule:  (1) $250,000, within 30 days of entry of 

this Final Judgment; (2) $250,000, within 90 days of entry of this Final Judgment; (3) $250,000, 

within 180 days of entry of this Final Judgment; and (4) $250,000, within 360 days of entry of 

this Final Judgment.  Payments shall be deemed made on the date they are received by the 

Commission and shall be applied first to post judgment interest, which accrues pursuant to 28 

U.S.C. § 1961 on any unpaid amounts due after 30 days of the entry of Final Judgment.  Prior to 

making the final payment set forth herein, Murstein  shall contact the staff of the Commission for 

the amount due for the final payment.  

If Murstein fails to make any payment by the date agreed and/or in the amount agreed 

according to the schedule set forth above, all outstanding payments under this Final Judgment, 

including post-judgment interest, minus any payments made, shall become due and payable 

immediately at the discretion of the staff of the Commission without further application to the 

Court. 

IX.  

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is 

incorporated herein with the same force and effect as if fully set forth herein. 

X. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Medallion shall 

undertake the following: 

(a) Undertaking to Retain an Independent Compliance Consultant: 

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i. Medallion shall retain, within 45 days of entry of Judgment in this matter, the 

services of an Independent Compliance Consultant (“Independent 

Consultant”) not unacceptable to the staff of the SEC and provide a copy of 

the Amended Complaint and the Consent and Final Judgment to the 

Independent Consultant.  Not later than 15 days following the date of the 

Independent Consultant’s engagement, Medallion shall provide the SEC staff 

with a copy of its engagement letter with the Independent Consultant, 

describing the Independent Consultant’s responsibilities, which shall be 

consistent with the terms of the undertakings set forth herein.  The 

Independent Consultant’s compensation and expenses shall be borne 

exclusively by Medallion. 

ii. The Independent Consultant shall be retained to conduct a review and 

evaluation of the sufficiency of Medallion’s policies, procedures, internal 

controls, processes, and systems in relation to compliance with applicable 

federal securities law requirements concerning (a) internal accounting controls 

in relation to Medallion’s valuation of balance sheet assets; and (b)  investor 

communications (excluding  documents required to be filed with the 

Commission pursuant to Exchange Act Section 13(a) and rules thereunder), 

including but not limited to unlawful touting and communications via social 

media and other electronic platforms.  This review and evaluation shall also 

encompass Medallion’s document retention policies and procedures in relation 

to their sufficiency to provide reasonable assurance that Medallion is able to 

effectively implement and perform relevant procedures. 

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iii. The review and evaluation described in paragraph 4(a)(ii) shall encompass 

Medallion’s training policies and procedures, evaluating whether such training 

is sufficient to provide reasonable assurance that relevant Medallion 

employees understand the policies and procedures identified in paragraph 

4(a)(ii)(a) and 4(a)(ii)(b). 

iv. Medallion shall fully cooperate with the Independent Consultant’s reasonable 

requests for information concerning the scope of its work.   

v. Medallion shall require that, at the end of the Independent Consultant’s 

review, which in no event shall be more than 90 days following its retention, 

the Independent Consultant shall submit a written report to Medallion and the 

SEC Staff that shall include a description of the review performed and any 

recommendations for changes or improvements in Medallion’s policies and 

procedures.  To the extent Medallion finds any of the Independent 

Consultant’s recommendations inadequate, unduly burdensome or otherwise 

objectionable, Medallion may meet and confer with the Independent 

Consultant, which may revise its report and recommendations as it deems 

appropriate.  In the event Medallion and the Independent Consultant are 

unable to resolve any disagreement regarding any recommendation of the 

Independent Consultant, Medallion shall apply to the Court for relief from the 

obligation to implement the recommendations of the Independent Consultant. 

vi. Within 60 days of the issuance of the Independent Consultant’s written report, 

Medallion shall certify to the SEC Staff that it has complied with the 

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11 

Independent Consultant’s recommendations or, to the extent that it has not 

done so, explain the basis for its departure from the Independent Consultant’s 

recommendations.  

vii. Medallion’s retention of the Independent Consultant shall provide that on the 

one-year anniversary of the issuance of the Independent Consultant’s report, 

the Independent Consultant shall conduct a follow-on review of Medallion’s 

adherence to the Independent Consultant’s recommendations. 

viii. Medallion shall require that, at the end of the Independent Consultant’s 

one-year follow-on review, which in no event shall be more than 45 days 

following commencement of the follow-on review, the Independent 

Consultant shall submit a final written report to Medallion and the SEC Staff 

describing the review performed and assessing Medallion’s adherence to the 

Independent Consultant’s previous recommendations. 

ix. To ensure the independence of the Independent Consultant, Medallion: 

(1) shall not have the authority to terminate the Independent Consultant or 

substitute another independent consultant for the initial Independent 

Consultant without prior written approval of the SEC staff; and (2) shall 

compensate the Independent Consultant and persons engaged to assist the 

Independent Consultant for services rendered pursuant to this Order at their 

reasonable and customary rates. 

x. For the period of engagement and for a period of two (2) years from the 

completion of the engagement, Medallion shall not: (1) retain the Independent 

Consultant for any other professional services outside of the services 

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12 

described in Section IX of the Final Judgment; (2) enter into any other 

professional relationship with the Independent Consultant, including any 

employment, consultant, attorney-client, auditing or other professional 

relationship or;  (2) enter into, without prior written consent of the SEC staff, 

any such professional relationship with any of the Independent Consultant’s 

present or former affiliates, directors, officers, partners, employees, or agents 

acting in their capacity as such.  

(b) Undertaking to Appoint a Chief Compliance Officer:  

i. Within three months of entry of the Final Judgment, Medallion will create a 

new Chief Compliance Officer (“CCO”) role that will report to the General 

Counsel.  The CCO will have suitable regulatory and compliance experience 

and will have a dotted reporting line directly to the Chair of the Audit 

Committee.   

ii. The CCO will report quarterly to the Audit Committee on any significant 

compliance issues arising during the quarter. 

iii. The CCO may be removed only with the approval of the Audit Committee. 
 

XI. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely for purposes of 

exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the 

allegations in the complaint are true and admitted by Murstein, and further, any debt for 

disgorgement, prejudgment interest, civil penalty or other amounts due by Murstein under this 

Final Judgment or any other judgment, order, consent order, decree or settlement agreement 

entered in connection with this proceeding, is a debt for the violation by Murstein of the federal 

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	Medallion-Murstein Judgment__ [clean]
	Medallion Consent.Executed.4.21.25