*Pursuant to 5TH CIR. R. 47.5, the Court has determined that

this opinion should not be published and is not precedent except

under the limited circumstances set forth in 5TH CIR. R. 47.5.4.

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UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

No. 98-60134

Summary Calendar

HATTIER, SANFORD & REYNOIR; GUS A. REYNOIR; and 

VANCE G. REYNOIR,

Petitioners,

VERSUS

SECURITIES AND EXCHANGE COMMISSION,

Respondent.

Petition for Review of an Order of the

Securities and Exchange Commission

(10-10) 

November 18, 1998

Before DAVIS, DUHÉ and PARKER, Circuit Judges.

PER CURIAM:*

Petitioners Hattier, Sanford and Reynoir, Gus A. Reynoir and

Vance G. Reynoir (“the Reynoirs”) petition this court for review of

an order of the Securities and Exchange Commission (”SEC”). We

affirm.

The National Association of Securities Dealers, Inc. (“NASD”)
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brought a disciplinary action against the Reynoirs. NASD found

that the Reynoirs had violated Security and Exchange Commission

regulations and imposed sanctions. The sanctions were reduced on

intermediate appeal to the National Business Conduct Committee of

NASD. The Reynoirs then appealed to the SEC, which found that the

Reynoirs violated Rule 10b-10 by issuing 453 false confirmations

and sustained the NASD sanctions consisting of a $60,000 fine and

30-day non-concurrent suspensions of Gus Reynoir and Vance Reynoir.

“The SEC’s factual findings are conclusive in this court if

supported by substantial evidence.” Whiteside & Co. v. SEC, 883

F.2d 7, 9 (5th Cir. 1989). Further, this court will not overturn

the SEC’s decision to impose a particular sanction unless we find

that the decision is arbitrary or “a gross abuse of discretion.”

Amato v. SEC, 18 F.3d 1281, 1284 (5th Cir. 1994). 

After a review of the briefs and record on appeal, we conclude

that substantial evidence supports the SEC’s findings that the

Reynoirs violated Rule 10b-10 by falsely confirming to its

customer, the Louisiana Insurance Commissioner, in 453 trades over

more than fifteen months, that Hattier, Sanford and Reynoir was

acting as his agent in trades with a third party when in fact the

firm was acting as principal for its own account. Further,

substantial evidence supports that SEC’s findings that Gus and

Vance Reynoir were responsible for the Rule 10b-10 violation. The

Reynoirs’ arguments that they did not benefit from the violations,

that the customer did not sustain loss from the violations and that

the customer was aware of the false confirmations do not change the
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underlying fact that the violations occurred as the SEC found. See

generally Blaise D’Antonai & Assocs., Inc. v. SEC, 289 F.2d 276,

277 (5th Cir. 1961)(discussing violation of Rule X15c3-1). 

Finally, the Reynoirs contend that SEC’s affirmance of the

sanctions imposed by NASD was arbitrary or an abuse of discretion.

Under 15 U.S.C. 78s(e)(2), self-regulatory organizations like NASD

have wide discretion in disciplining their members. SEC will

overturn sanctions imposed by NASD only if they are excessive or

oppressive. See Remmele & Co., 45 S.E.C. 432 (1974). Given the

scope and magnitude of the violations found, SEC concluded that the

sanctions were neither excessive or oppressive. That conclusion is

neither arbitrary nor an abuse of discretion. 

For the foregoing reasons, the order of the Commission is

affirmed.

AFFIRMED.