UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 94300 / February 23, 2022 

ADMINISTRATIVE PROCEEDING

File No. 3-16729

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In the Matter of :

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MILLER ENERGY RESOURCES, : ORDER ESTABLISHING A FAIR 

INC., PAUL W. BOYD, CPA, DAVID : FUND 

M. HALL, AND CARLTON W :

VOGT, III, CPA :

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Respondents. :

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ADMINISTRATIVE PROCEEDING

File No. 3-18110

In the Matter of

KPMG LLP AND JOHN RIORDAN, 

CPA 

Respondents.

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On August 6, 2015, the Commission instituted public administrative and cease-and-desist 

proceedings against Miller Energy, two former officers, Boyd and Hall, and Vogt, the 

engagement partner at a now defunct independent audit firm who audited the company’s fiscal 

2010 financial statements (the “Miller Energy AP”).

1

 The proceedings were later resolved by 

 

1

 See Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the 

Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934, and Rule 102(e) of the 

Commission’s Rules of Practice, Securities Act Rel. No. 9881 (Aug. 6, 2015).
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separate settled orders (collectively, the “Orders”), as to Miller Energy2on January 12, 2016 and 

as to Boyd,3 Hall,4and Vogt5on June 7, 2016.

In the Orders, the Commission found financial accounting and reporting fraud, as well as 

audit failures, related to the valuation of certain oil and gas assets in Alaska (the “Alaska 

Assets”) acquired by Miller Energy. Miller Energy, an oil and gas company headquartered in 

Houston, Texas, purchased these assets for $2.25 million in cash – along with the assumption of 

certain liabilities it valued at approximately $2 million – during a competitive bid in a 

bankruptcy proceeding in December 2009. Miller Energy subsequently reported those assets at 

an overstated value of $480 million, and recognized a one-time “bargain purchase” gain of $277 

million for its fiscal third quarter ended January 2010 and fiscal year ended April 2010. 

The Commission ordered Miller Energy to pay a $5,000,000 civil money penalty to the 

Commission, which would be held pending a decision whether the Commission, in its discretion, 

will seek to distribute the funds or transfer them to the general fund of the U.S. Treasury. Hall 

and Boyd were each ordered pay a $125,000 civil penalty to the Commission for transfer to the 

U.S. Treasury.6 To date, the Commission has collected $54,000 from Hall, $31,076.15 from 

Boyd,

7

and $778,829.77 from Miller Energy through a bankruptcy claim.

 

2

 Order Making Findings and Imposing a Cease-and-Desist Order and Penalties Pursuant to Section 8A of the 

Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934 as to Miller Energy Resources, Inc., 

Securities Act Rel. No. 10002 (Jan. 12, 2016).

3

 Order Making Findings and Imposing Remedial Sanctions Pursuant to Section 8A of the Securities Act of 1933, 

Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice 

as to Paul W. Boyd, CPA, Securities Act Rel. No. 10089 (June 7, 2016).

4

 Order Making Findings and Imposing Remedial Sanctions Pursuant to Section 8A of the Securities Act of 1933 

and Section 21C of the Securities Exchange Act of 1934 as to David M. Hall, Securities Act Rel. No. 10090 (June 7, 

2016).

5

 Order Making Findings and Imposing Remedial Sanctions Pursuant to Sections 4C and 21C of the Securities 

Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice as to Carlton W. Vogt, III, CPA, 

Securities Act Rel. No. 10091 (June 7, 2016).

6

 No monetary sanctions were ordered against Vogt.

7 The amounts collected from Hall and Boyd includes a total of $1,454.87 in post-judgment interest that is ineligible 

for recovery, resulting in a net amount of $83,621.28. 
3

On August 15, 2017, in a related matter (the “KPMG AP”), the Commission issued the 

KPMG Order8against Miller Energy’s successor auditor, KPMG LLP (“KPMG”), and 

engagement partner, John Riordan, CPA (“Riordan”) in connection improper professional 

conduct and securities violations related to an audit of Miller Energy’s financial statements. 

In the KPMG Order, KPMG was ordered to pay disgorgement of $4,675,680,

prejudgment interest of $558,319, and a $1,000,000 civil money penalty and Riordan was 

ordered to pay a $25,000 civil penalty to the Commission, which would be held pending a 

decision whether the Commission, in its discretion, will seek to distribute the funds or transfer 

them to the general fund of the U.S. Treasury. KPMG and Riordan have paid in full, and the 

Commission holds a total of $6,258,999 in the KPMG AP.

The Miller Energy AP and KPMG AP relate to the same underlying conduct. The 

Commission staff has concluded that a distribution is feasible and appropriate based on the harm 

suffered by shareholders as a result of the overstated value of the Alaska Assets and KPMG and 

Riordan’s audit failures. 

The Division of Enforcement now recommends that a single Fair Fund be established 

pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), so the 

disgorgement, prejudgment interest, and civil money penalties collected in the KPMG AP can be 

combined with the civil money penalties collected, and any future civil money penalties 

collected in the Miller Energy AP, for purposes of distribution to harmed investors. The 

Commission staff believes the harm exceeds the amount available for distribution, and requests 

 

8 Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Sections 4C and 21C of the 

Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and 

Imposing Remedial Sanctions and a Cease-and-Desist Order, Exchange Act Rel. No. 81396 (Aug. 15, 2017).
4

authorization for the recovery from the U.S. Treasury of $83,621.28 collected from Hall and 

Boyd, so those funds can be included in the distribution to harmed investors.

Accordingly, IT IS HEREBY ORDERED, that:

(A) pursuant to Section 308(a) of the Sarbanes-Oxley Act, a single Fair Fund

(the “Fair Fund”) is established for the funds collected in the KPMG AP 

and Miller Energy AP, including any future funds collected in the Miller 

Energy AP, for the purposes of distribution to harmed investors; and

(B) the $83,621.28 in civil money penalties collected from Hall and Boyd 

shall be recovered from the U.S. Treasury and added to the Fair Fund.

By the Commission.

Vanessa A. Countryman

Secretary