SEC v. Joseph M. Dupont; Shawn P. Cronin; Stanley Kaplan; Paul Feldman; and Jarett G. Mendoza, No. 1:23-cv-05565, Southern District of New York (Jan. 3, 2025) — Judgment

1
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
-against-
JOSEPH M. DUPONT,
SHAWN P. CRONIN,
STANLEY KAPLAN,
PAUL FELDMAN and
JARETT G. MENDOZA
Defendants.
23 Civ. 5565 (VM)
F
INAL JUDGMENT AS TO DEFENDANT JOSEPH M. DUPONT
The Securities and Exchange Commission having filed a Complaint and Defendant
Joseph M. Dupont having entered a general appearance; consented to the Court’s jurisdiction
over Defendant and the subject matter of this action; consented to entry of this Final Judgment;
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 Defendant is
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
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;

12/23/2024

2
(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) 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).
II.
I
T IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating Section 14(e) of the Exchange Act [15
U.S.C. § 78n(e)] and Rule 14e-3 [17 C.F.R. § 240.14e-3] promulgated thereunder, in connection
with any tender offer or request or invitation for tenders, from engaging in any fraudulent,
deceptive, or manipulative act or practice, by:
(a)purchasing or selling or causing to be purchased or sold the securities sought or to
be sought in such tender offer, securities convertible into or exchangeable for any
such securities or any option or right to obtain or dispose of any of the foregoing
securities while in possession of material information relating to such tender offer
that Defendant knows or has reason to know is nonpublic and knows or has
reason to know has been acquired directly or indirectly from the offering person;
the issuer of the securities sought or to be sought by such tender offer; or any

3
officer, director, partner, employee or other person acting on behalf of the
offering person or such issuer, unless within a reasonable time prior to any such
purchase or sale such information and its source are publicly disclosed by press
release or otherwise; or
(b)communicating material, nonpublic information relating to a tender offer, which
Defendant knows or has reason to know is nonpublic and knows or has reason to
know has been acquired directly or indirectly from the offering person; the issuer
of the securities sought or to be sought by such tender offer; or any officer,
director, partner, employee, advisor, or other person acting on behalf of the
offering person of such issuer, to any person under circumstances in which it is
reasonably foreseeable that such communication is likely to result in the purchase
or sale of securities in the manner described in subparagraph (a) above, except
that this paragraph shall not apply to a communication made in good faith
(i)to the officers, directors, partners or employees of the offering person, to
its advisors or to other persons, involved in the planning, financing,
preparation or execution of such tender offer;
(ii)to the issuer whose securities are sought or to be sought by such tender
offer, to its officers, directors, partners, employees or advisors or to other
persons involved in the planning, financing, preparation or execution of
the activities of the issuer with respect to such tender offer; or
(iii)to any person pursuant to a requirement of any statute or rule or regulation
promulgated thereunder.

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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 FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant to   Section
21(d)(2) of the Exchange Act   [15 U.S.C. § 78u(d)(2)], Defendant is prohibited from acting as an
officer or director of any issuer that has a class of securities registered pursuant to Section 12 of
the Exchange Act [15 U.S.C. § 78l] or that is required to file reports pursuant to Section 15(d) of
the Exchange Act [15 U.S.C. § 78o(d)].
IV.
IT
IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
shall pay a civil penalty in the amount of $36,000.00 to the Securities and Exchange Commission
pursuant to Sections 21(d)(3) and 21A(a) of the Exchange Act   [15 U.S.C. §§ 78u(d)(3) and 78u-
1(a)].  Defendant shall make this payment within 30 days after entry of this Final Judgment.
Defendant may transmit payment electronically to the
Commission, 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.  Defendant 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

5
 and shall be accompanied by a letter identifying the case title, civil action number, and name of
this Court; Dupont as a defendant in this action; and specifying that payment is made pursuant to
this Final Judgment.
Defendant shall simultaneously transmit photocopies of evidence of payment and case
identifying information to the Commission’s counsel in this action.  By making this payment,
Defendant relinquishes all legal and equitable right, title, and interest in such funds and no part
of the funds shall be returned to Defendant.  The Commission shall send the funds paid pursuant
to this Final Judgment to the United States Treasury.
The Commission 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.  Defendant shall pay post-judgment interest on any amounts due after 30
days of the entry of this Final Judgment pursuant to 28 USC § 1961.
V.

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, and that Defendant
shall comply with all of the undertakings and agreements set forth therein.
Enterprise Services Center
Accounts Receivable Branch
6500 South MacArthur Boulevard
Oklahoma City, OK 73169

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____________________________________
VICTOR MARRERO, U.S.D.J.
VI.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that 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 Defendant, and further, any debt for civil
penalty or other amounts due by Defendant 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 v
iolation by Defendant of the federal securities laws or any regulation or order
issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C.
§523(a)(19).
VII.
I
T   IS   FURTHER ORDERED, ADJUDGED, AND DECREED that this    Court shall
retain jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment.
VIII.
There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil
Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice.
Dated: December 23, 2024

1 

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff, 

-against-

JOSEPH M. DUPONT,  
SHAWN P. CRONIN, 
STANLEY KAPLAN,  
PAUL FELDMAN and 
JARETT G. MENDOZA 

Defendants. 

23 Civ. 5565 (VM) 

FINAL JUDGMENT AS TO DEFENDANT JOSEPH M. DUPONT

The Securities and Exchange Commission having filed a Complaint and Defendant 

Joseph M. Dupont having entered a general appearance; consented to the Court’s jurisdiction 

over Defendant and the subject matter of this action; consented to entry of this Final Judgment; 

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 Defendant is 

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 

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;

 

12/23/2024

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2 

(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) 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). 

II. 

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

is permanently restrained and enjoined from violating Section 14(e) of the Exchange Act [15 

U.S.C. § 78n(e)] and Rule 14e-3 [17 C.F.R. § 240.14e-3] promulgated thereunder, in connection 

with any tender offer or request or invitation for tenders, from engaging in any fraudulent, 

deceptive, or manipulative act or practice, by: 

(a) purchasing or selling or causing to be purchased or sold the securities sought or to

be sought in such tender offer, securities convertible into or exchangeable for any

such securities or any option or right to obtain or dispose of any of the foregoing

securities while in possession of material information relating to such tender offer

that Defendant knows or has reason to know is nonpublic and knows or has

reason to know has been acquired directly or indirectly from the offering person;

the issuer of the securities sought or to be sought by such tender offer; or any

Case 1:23-cv-05565-VM     Document 40     Filed 12/23/24     Page 2 of 6

http://www.google.com/search?q=FRCP+65(d)(2)
http://www.google.com/search?q=17+c.f.r.++240.14e-3
http://www.google.com/search?q=15++u.s.c.++78n(e)
http://www.google.com/search?q=15++u.s.c.++78n(e)


3 

officer, director, partner, employee or other person acting on behalf of the 

offering person or such issuer, unless within a reasonable time prior to any such 

purchase or sale such information and its source are publicly disclosed by press 

release or otherwise; or 

(b) communicating material, nonpublic information relating to a tender offer, which

Defendant knows or has reason to know is nonpublic and knows or has reason to

know has been acquired directly or indirectly from the offering person; the issuer

of the securities sought or to be sought by such tender offer; or any officer,

director, partner, employee, advisor, or other person acting on behalf of the

offering person of such issuer, to any person under circumstances in which it is

reasonably foreseeable that such communication is likely to result in the purchase

or sale of securities in the manner described in subparagraph (a) above, except

that this paragraph shall not apply to a communication made in good faith

(i) to the officers, directors, partners or employees of the offering person, to

its advisors or to other persons, involved in the planning, financing,

preparation or execution of such tender offer;

(ii) to the issuer whose securities are sought or to be sought by such tender

offer, to its officers, directors, partners, employees or advisors or to other

persons involved in the planning, financing, preparation or execution of

the activities of the issuer with respect to such tender offer; or

(iii) to any person pursuant to a requirement of any statute or rule or regulation

promulgated thereunder.

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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 FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant to Section 

21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)], Defendant is prohibited from acting as an 

officer or director of any issuer that has a class of securities registered pursuant to Section 12 of 

the Exchange Act [15 U.S.C. § 78l] or that is required to file reports pursuant to Section 15(d) of 

the Exchange Act [15 U.S.C. § 78o(d)]. 

IV. 

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

shall pay a civil penalty in the amount of $36,000.00 to the Securities and Exchange Commission 

pursuant to Sections 21(d)(3) and 21A(a) of the Exchange Act [15 U.S.C. §§ 78u(d)(3) and 78u-

1(a)].  Defendant shall make this payment within 30 days after entry of this Final Judgment. 

Defendant may transmit payment electronically to the Commission, 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.  Defendant 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  

Case 1:23-cv-05565-VM     Document 40     Filed 12/23/24     Page 4 of 6

http://www.sec.gov/about/offices/ofm.htm
http://www.google.com/search?q=FRCP+65(d)(2)
http://www.google.com/search?q=15+u.s.c.++78u(d)(2)
http://www.google.com/search?q=15+u.s.c.++78l
http://www.google.com/search?q=15+u.s.c.++78o(d)
http://www.google.com/search?q=15+u.s.c.++78u(d)(3)
http://www.google.com/search?q=15+u.s.c.+78u
http://www.google.com/search?q=15+u.s.c.+78u


5 

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

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

this Final Judgment.   

Defendant shall simultaneously transmit photocopies of evidence of payment and case 

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

Defendant relinquishes all legal and equitable right, title, and interest in such funds and no part 

of the funds shall be returned to Defendant.  The Commission shall send the funds paid pursuant 

to this Final Judgment to the United States Treasury.  

The Commission 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.  Defendant shall pay post-judgment interest on any amounts due after 30 

days of the entry of this Final Judgment pursuant to 28 USC § 1961.   

V. 

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, and that Defendant 

shall comply with all of the undertakings and agreements set forth therein. 

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

Case 1:23-cv-05565-VM     Document 40     Filed 12/23/24     Page 5 of 6

http://www.google.com/search?q=28+u.s.c.++3001
http://www.google.com/search?q=28+usc++1961


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____________________________________ 
VICTOR MARRERO, U.S.D.J.

VI. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that 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 Defendant, and further, any debt for civil 

penalty or other amounts due by Defendant 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 Defendant of the federal securities laws or any regulation or order 

issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. 

§523(a)(19).

VII. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall 

retain jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment. 

VIII.

There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil 

Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice. 

Dated: December 23, 2024 

Case 1:23-cv-05565-VM     Document 40     Filed 12/23/24     Page 6 of 6

http://www.google.com/search?q=11+u.s.c.+523
http://www.google.com/search?q=11+u.s.c.++523(a)(19)
http://www.google.com/search?q=11+u.s.c.++523(a)(19)