SEC v. Dow Rockwell, LLC; and Richard Dow Rockwell, No. 3:22-cv-02069, Northern District of California (Dec. 3, 2024) — Judgment

FINAL JUDGMENT AS TO DOW ROCKWELL, LLC

 SEC v. Dow Rockwell, LLC, et al.
C
ASE NO. 20-CV-02069-MMC

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MONIQUE C. WINKLER (Cal. Bar No. 213031)
  [email protected]
BERNARD B. SMYTH (Cal. Bar No. 217741)
  [email protected]

Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
44 Montgomery Street, Suite 700
San Francisco, California  94104
Telephone:  (415) 705-2500
Facsimile:   (415) 705-2501
SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

v.

DOW ROCKWELL, LLC and RICHARD DOW
ROCKWELL,

Defendants.
Case No. 22-cv-02069-MMC

FINAL JUDGMENT AS TO DEFENDANT
DOW ROCKWELL, LLC

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

FINAL JUDGMENT AS TO DOW ROCKWELL, LLC
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SEC v. Dow Rockwell, LLC, et al.
C
ASE NO. 20-CV-02069-MMC

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FINAL JUDGMENT AS TO DEFENDANT DOW ROCKWELL, LLC
 The Securities and Exchange Commission having filed a Complaint and Defendant Dow
Rockwell, LLC (“Defendant”) 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 without admitting or denying the allegations of the Complaint (except as to
jurisdiction); 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 Sections 206(1) and 206(2) of the
Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-6(1) and (2)], by directly
or indirectly, by the use of any means or instrumentality of interstate commerce:
 (a) Employing any device, scheme, or artifice to defraud any client or prospective
client; or
 (b) Engaging in any transaction, practice or course of business which operates as a
fraud or deceit upon any client or prospective client.
 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 FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is
permanently restrained and enjoined from violating Section 207 of the Advisers Act [15 U.S.C. §
80b-7] by, directly or indirectly, willfully making any untrue statement of material fact in any
registration application or report filed with the Commission under Section 203 or 204 of the

FINAL JUDGMENT AS TO DOW ROCKWELL, LLC
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SEC v. Dow Rockwell, LLC, et al.
C
ASE NO. 20-CV-02069-MMC

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Advisers Act, or willfully omitting to state in any such application or report any material fact
which is required to be stated therein.
 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 Defendant is
permanently restrained and enjoined from violating Sections 5(a) and 5(c) of the Securities Act
of 1933 (“Securities Act”) [15 U.S.C. § 77e(a) and (c)] by directly or indirectly, in the absence
of any applicable exemption:
 (a) Unless a registration statement is in effect as to a security, making use of any
means or instruments of transportation or communication in interstate commerce
or of the mails to sell such security through the use or medium of any prospectus
or otherwise; or
 (b) Making use of any means or instruments of transportation or communication in
interstate commerce or of the mails to offer to sell or offer to buy through the use
or medium of any prospectus or otherwise any security, unless a registration
statement has been filed with the Commission as to such security, or while the
registration statement is the subject of a refusal order or stop order or (prior to the
effective date of the registration statement) any public proceeding or examination
under Section 8 of the Securities Act [15 U.S.C. § 77h].
 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

FINAL JUDGMENT AS TO DOW ROCKWELL, LLC
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SEC v. Dow Rockwell, LLC, et al.
C
ASE NO. 20-CV-02069-MMC

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officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
IV.
 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is
permanently enjoined and restrained from, directly or indirectly, violating Section 15(a)(1) of the
Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78o(a)(1)] by acting as a broker
or dealer unless registered as provided by law.
 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).
V.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is liable, jointly and severally with Defendant Richard Dow Rockwell, for disgorgement of
$402,075, representing net profits gained as a result of the conduct alleged in the Complaint,
together with prejudgment interest thereon in the amount of $121,843.85, and a civil penalty in
the amount of $80,000 pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)],
Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)], and Section 209 of the Advisers
Act [15 U.S.C. § 80b-9]. Defendant shall satisfy this obligation by paying $603,918.85 to the
Securities and Exchange Commission 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

FINAL JUDGMENT AS TO DOW ROCKWELL, LLC
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SEC v. Dow Rockwell, LLC, et al.
C
ASE NO. 20-CV-02069-MMC

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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; Dow Rockwell, LLC 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 may enforce the Court’s judgment for disgorgement and prejudgment
interest by using all collection procedures authorized by law, including, but not limited to,
moving for civil contempt at any time after 30 days following entry of this Final Judgment.
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 U.S.C. § 1961. The Commission shall
hold the funds, together with any interest and income earned thereon (collectively, the “Fund”),
pending further order of the Court.
The Commission may propose a plan to distribute the Fund subject to the Court’s
approval. Such a plan may provide that the Fund shall be distributed pursuant to the Fair Fund
provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002. The Court shall retain
jurisdiction over the administration of any distribution of the Fund and the Fund may only be
disbursed pursuant to an Order of the Court.
 Regardless of whether any such Fair Fund distribution is made, amounts ordered to be
paid as civil penalties pursuant to this Judgment shall be treated as penalties paid to the
government for all purposes, including all tax purposes. To preserve the deterrent effect of the

FINAL JUDGMENT AS TODOW ROCKWELL,LLC
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SEC v. Dow Rockwell, LLC, et al.
C
ASE NO.20-CV-02069-MMC
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civil penalty, Defendant shall not, after offset or reduction of any award of compensatory
damages in any Related Investor Action based on Defendant’s payment of disgorgement in this
action, argue that it is entitled to, nor shall it further benefit by, offset or reduction of such
compensatory damages award by the amount of any part of Defendant’s payment of a civil
penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a
Penalty Offset, Defendant shall, within 30 days after entry of a final order granting the Penalty
Offset, notify the Commission’s counsel in this action and pay the amount of the Penalty Offset
to the United States Treasury or to a Fair Fund, as the Commission directs. Such a payment shall
not be deemed an additional civil penalty and shall not be deemed to change the amount of the
civil penalty imposed in this Judgment. For purposes of this paragraph, a “Related Investor
Action” means a private damages action brought against Defendant by or on behalf of one or
more investors based on substantially the same facts as alleged in the Complaint in this action.
VI.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent of
Defendant Dow Rockwell, LLC 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.
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.
IT IS SO ORDERED.
Dated:  ______________, _____
____________________________________
The Honorable Maxine M. Chesney
United States District Judge
November 25     2024
_________________________________________________
hhhhe HoHoHoHonoooorable MaxineMM. Chesneyyy
niteddddStSSSates District Judge

FINAL JUDGMENT AS TO DOW ROCKWELL, LLC 
 

 SEC v. Dow Rockwell, LLC, et al. 
CASE NO. 20-CV-02069-MMC 

  

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MONIQUE C. WINKLER (Cal. Bar No. 213031) 
  [email protected] 
BERNARD B. SMYTH (Cal. Bar No. 217741) 
  [email protected] 
 
Attorneys for Plaintiff  
SECURITIES AND EXCHANGE COMMISSION 
44 Montgomery Street, Suite 700 
San Francisco, California  94104 
Telephone:  (415) 705-2500 
Facsimile:   (415) 705-2501 

SECURITIES AND EXCHANGE COMMISSION, 
 

Plaintiff, 
 

v. 
 
DOW ROCKWELL, LLC and RICHARD DOW 
ROCKWELL, 
 

Defendants. 

Case No. 22-cv-02069-MMC 
 
 
 
FINAL JUDGMENT AS TO DEFENDANT 
DOW ROCKWELL, LLC 

 

  
 

 

 

 

 

 

 
  

 
UNITED STATES DISTRICT COURT 

 
NORTHERN DISTRICT OF CALIFORNIA 

 
SAN FRANCISCO DIVISION 

 

 

Case 3:22-cv-02069-MMC     Document 55     Filed 11/25/24     Page 1 of 6



 

FINAL JUDGMENT AS TO DOW ROCKWELL, LLC 1 SEC v. Dow Rockwell, LLC, et al. 
CASE NO. 20-CV-02069-MMC 

 
  

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FINAL JUDGMENT AS TO DEFENDANT DOW ROCKWELL, LLC 

 The Securities and Exchange Commission having filed a Complaint and Defendant Dow 

Rockwell, LLC (“Defendant”) 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 without admitting or denying the allegations of the Complaint (except as to 

jurisdiction); 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 Sections 206(1) and 206(2) of the 

Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-6(1) and (2)], by directly 

or indirectly, by the use of any means or instrumentality of interstate commerce: 

 (a) Employing any device, scheme, or artifice to defraud any client or prospective 

client; or 

 (b) Engaging in any transaction, practice or course of business which operates as a 

fraud or deceit upon any client or prospective client. 

 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 FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is 

permanently restrained and enjoined from violating Section 207 of the Advisers Act [15 U.S.C. § 

80b-7] by, directly or indirectly, willfully making any untrue statement of material fact in any 

registration application or report filed with the Commission under Section 203 or 204 of the 

Case 3:22-cv-02069-MMC     Document 55     Filed 11/25/24     Page 2 of 6



 

FINAL JUDGMENT AS TO DOW ROCKWELL, LLC 2 SEC v. Dow Rockwell, LLC, et al. 
CASE NO. 20-CV-02069-MMC 

 
  

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Advisers Act, or willfully omitting to state in any such application or report any material fact 

which is required to be stated therein. 

 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 Defendant is 

permanently restrained and enjoined from violating Sections 5(a) and 5(c) of the Securities Act 

of 1933 (“Securities Act”) [15 U.S.C. § 77e(a) and (c)] by directly or indirectly, in the absence 

of any applicable exemption: 

 (a) Unless a registration statement is in effect as to a security, making use of any 

means or instruments of transportation or communication in interstate commerce 

or of the mails to sell such security through the use or medium of any prospectus 

or otherwise; or 

 (b) Making use of any means or instruments of transportation or communication in 

interstate commerce or of the mails to offer to sell or offer to buy through the use 

or medium of any prospectus or otherwise any security, unless a registration 

statement has been filed with the Commission as to such security, or while the 

registration statement is the subject of a refusal order or stop order or (prior to the 

effective date of the registration statement) any public proceeding or examination 

under Section 8 of the Securities Act [15 U.S.C. § 77h]. 

 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 

Case 3:22-cv-02069-MMC     Document 55     Filed 11/25/24     Page 3 of 6



 

FINAL JUDGMENT AS TO DOW ROCKWELL, LLC 3 SEC v. Dow Rockwell, LLC, et al. 
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officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

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

IV. 

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

permanently enjoined and restrained from, directly or indirectly, violating Section 15(a)(1) of the 

Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78o(a)(1)] by acting as a broker 

or dealer unless registered as provided by law. 

 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). 

V. 

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

is liable, jointly and severally with Defendant Richard Dow Rockwell, for disgorgement of 

$402,075, representing net profits gained as a result of the conduct alleged in the Complaint, 

together with prejudgment interest thereon in the amount of $121,843.85, and a civil penalty in 

the amount of $80,000 pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)], 

Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)], and Section 209 of the Advisers 

Act [15 U.S.C. § 80b-9]. Defendant shall satisfy this obligation by paying $603,918.85 to the 

Securities and Exchange Commission 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 3:22-cv-02069-MMC     Document 55     Filed 11/25/24     Page 4 of 6



 

FINAL JUDGMENT AS TO DOW ROCKWELL, LLC 4 SEC v. Dow Rockwell, LLC, et al. 
CASE NO. 20-CV-02069-MMC 

 
  

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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; Dow Rockwell, LLC 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 may enforce the Court’s judgment for disgorgement and prejudgment 

interest by using all collection procedures authorized by law, including, but not limited to, 

moving for civil contempt at any time after 30 days following entry of this Final Judgment.   

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 U.S.C. § 1961. The Commission shall 

hold the funds, together with any interest and income earned thereon (collectively, the “Fund”), 

pending further order of the Court.     

The Commission may propose a plan to distribute the Fund subject to the Court’s 

approval. Such a plan may provide that the Fund shall be distributed pursuant to the Fair Fund 

provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002. The Court shall retain 

jurisdiction over the administration of any distribution of the Fund and the Fund may only be 

disbursed pursuant to an Order of the Court.    

 Regardless of whether any such Fair Fund distribution is made, amounts ordered to be 

paid as civil penalties pursuant to this Judgment shall be treated as penalties paid to the 

government for all purposes, including all tax purposes. To preserve the deterrent effect of the 

Case 3:22-cv-02069-MMC     Document 55     Filed 11/25/24     Page 5 of 6



FINAL JUDGMENT AS TO DOW ROCKWELL, LLC 5 SEC v. Dow Rockwell, LLC, et al.
CASE NO. 20-CV-02069-MMC

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civil penalty, Defendant shall not, after offset or reduction of any award of compensatory 

damages in any Related Investor Action based on Defendant’s payment of disgorgement in this 

action, argue that it is entitled to, nor shall it further benefit by, offset or reduction of such 

compensatory damages award by the amount of any part of Defendant’s payment of a civil 

penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a 

Penalty Offset, Defendant shall, within 30 days after entry of a final order granting the Penalty 

Offset, notify the Commission’s counsel in this action and pay the amount of the Penalty Offset 

to the United States Treasury or to a Fair Fund, as the Commission directs. Such a payment shall 

not be deemed an additional civil penalty and shall not be deemed to change the amount of the

civil penalty imposed in this Judgment. For purposes of this paragraph, a “Related Investor 

Action” means a private damages action brought against Defendant by or on behalf of one or 

more investors based on substantially the same facts as alleged in the Complaint in this action.

VI.

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

Defendant Dow Rockwell, LLC 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.

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.

IT IS SO ORDERED.

Dated:  ______________, _____

____________________________________
The Honorable Maxine M. Chesney
United States District Judge

November 25     2024

_____ ____________________________________________
hhhhe HoHoHoHonoooorable Maxine MM. Chesneyyy
nitedddd StSSS ates District Judge

Case 3:22-cv-02069-MMC     Document 55     Filed 11/25/24     Page 6 of 6