Unreported / Non-Citable
Background
The Securities and Exchange Commission filed a civil enforcement complaint against Manish Lachwani in the Northern District of California, San Francisco Division. The judgment recites that Lachwani entered a general appearance and consented to the court's jurisdiction over him and the subject matter of the action. It also recites that he consented to entry of the final judgment, waived findings of fact and conclusions of law, and waived any right to appeal.
The document is a short consent judgment, not a reasoned opinion. It does not describe the complaint's factual allegations, the securities or companies involved, any victims, or the relevant time period. Nothing in it is a finding that Lachwani committed fraud. The filed caption reads 'proposed' final judgment, but the document bears Judge Charles R. Breyer's signature dated October 19, 2026, and the docket entry describes it as the final judgment signed that day.
The record provided does not include the complaint or Lachwani's consent, which the judgment incorporates by reference. The consent's undertakings therefore cannot be summarized here.
The Court’s Holding
Paragraph I permanently restrains and enjoins Lachwani from violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 in connection with the purchase or sale of any security. The enjoined conduct is employing any device, scheme, or artifice to defraud, making untrue statements or material omissions, and engaging in any act or practice that operates as a fraud or deceit. The paragraph adds that this includes creating a false appearance or disseminating false or misleading information to investors or prospective investors. That information may concern investments or offerings, the prospects of any product or company, or the use of investor funds. Paragraph II imposes a parallel permanent injunction under Section 17(a) of the Securities Act of 1933 for the offer or sale of securities.
Paragraph III, citing Section 21(d)(2) of the Exchange Act and Section 20(e) of the Securities Act, prohibits Lachwani from acting as an officer or director of any issuer that has a class of securities registered under Section 12 or is required to file reports under Section 15(d). Paragraph IV, citing Sections 21(d)(1) and (5) and Section 20(b), permanently enjoins him from participating in the issuance, purchase, offer, or sale of any security. The bar applies directly or indirectly, including through any entity he owns or controls. He may still buy or sell securities for his own personal accounts. Under Rule 65(d)(2), the injunctions also bind his officers, agents, servants, employees, attorneys, and others in active concert with them who receive actual notice.
Paragraph V incorporates Lachwani's consent with the same force as if fully set forth and orders compliance with its undertakings. Paragraph VI retains jurisdiction to enforce the judgment. Paragraph VII finds no just reason for delay under Rule 54(b) and directs the clerk to enter the judgment forthwith. The judgment contains no disgorgement, civil penalty, or other monetary term, and the materials do not say whether monetary relief is addressed elsewhere.
Key Takeaways
- The judgment rests on Lachwani's consent and waivers and makes no findings of fact or conclusions of law about the alleged conduct.
- Two permanent antifraud injunctions, one under Exchange Act Section 10(b) and Rule 10b-5 and one under Securities Act Section 17(a), bind Lachwani and those in active concert with him who receive actual notice.
- The officer-and-director bar reaches only issuers with securities registered under Section 12 or subject to Section 15(d) reporting.
- The broader participation bar covers issuance, purchase, offer, or sale of any security, including through entities he owns or controls, but preserves trading in his personal accounts.
- Rule 54(b) entry makes the judgment final as to Lachwani, and the court retained jurisdiction to enforce it.
Why It Matters
The judgment shows the structure of a typical SEC consent resolution with an individual. It combines conduct-based antifraud injunctions, a statutory officer-and-director bar, and a broad participation bar with a personal-account exception, all without adjudicated findings. Because the participation bar extends to entities Lachwani owns or controls, it is considerably broader than the officer-and-director bar, which is limited to public reporting issuers.
The order is not a published opinion and contains no legal reasoning, so it should not be read as a determination that fraud occurred. What remains open on this record is limited. The complaint and consent are not provided, the judgment contains no monetary relief, and the Rule 54(b) language does not say whether other claims or parties remain in the action.