United States Court of Appeals 

FOR THE DISTRICT OF COLUMBIA CIRCUIT

Argued April 23, 2015 Decided July 10, 2015 

No. 14-1126 

MONTFORD AND COMPANY, INC., DOING BUSINESS AS 

MONTFORD ASSOCIATES AND ERNEST V. MONTFORD, SR., 

PETITIONERS

v. 

SECURITIES AND EXCHANGE COMMISSION, 

RESPONDENT

On Petition for Review of an Order of 

the Securities & Exchange Commission 

 Ryan C. Morris argued the cause for petitioners. With 

him on the briefs were Jeffrey T. Green, Tobias S. LossEaton, and Christopher R. Mills. 

 Theodore J. Weiman, Senior Counsel, Securities and 

Exchange Commission, argued the cause for respondent. 

With him on the brief were Michael A. Conley, Deputy 

General Counsel, Jacob H. Stillman, Solicitor, and Dominick 
2 

V. Freda, Senior Litigation Counsel. Susan S. McDonald, 

Attorney, entered an appearance. 

 Before: MILLETT and PILLARD, Circuit Judges, and 

SENTELLE, Senior Circuit Judge. 

 Opinion for the Court filed by Senior Circuit Judge

SENTELLE. 

SENTELLE, Senior Circuit Judge: Petitioners Montford 

and Company, Inc., and Ernest V. Montford, Sr., petition this 

court for review of a final order of the Securities and 

Exchange Commission finding that petitioners violated 

Sections 204, 206, and 207 of the Investment Advisors Act of 

1940, 15 U.S.C. §§ 80b-4, 80b-6(1)–(2), 80b-7, and Advisors 

Act Rule 204-1(a)(2), 17 C.F.R. § 275.204-1(a)(2). In re 

Montford & Co., Inc., Investment Advisors Act Release No. 

3829, 2014 WL 1744130 (May 2, 2014). The Commission 

determined that, by failing to disclose $210,000 in fees 

received from an investment manager, petitioners 

misrepresented that they were providing independent and 

conflict-free advice. The Commission imposed industry bars 

and cease-and-desist orders, ordered disgorgement, and levied 

a total of $650,000 in civil penalties. Petitioners challenge the 

order, arguing that the enforcement action was untimely under 

Section 4E of the Securities Exchange Act of 1934, 15 U.S.C. 

§ 78d-5. Petitioners further contend that the Commission 

abused its discretion in imposing the disgorgement order and 

civil penalties. Holding that the Commission reasonably 

interpreted Section 4E as not imposing a jurisdictional bar to 

late-filed actions, and that the Commission acted reasonably 

in imposing its sanctions, we deny the petition for review. 
3 

I. BACKGROUND

A. Factual Background 

In 1989, Ernest V. Montford, Sr., (hereinafter 

“Montford”) founded Montford and Company, Inc. (does 

business as, and hereinafter, “Montford Associates”). 

Montford Associates operated as a registered investment 

advisor to institutional investors. Montford Associates did 

not execute securities transactions on behalf of its clients; 

rather, Montford Associates recommended various investment 

managers, monitored client portfolios, and periodically 

reported to its clients on the performance of their investments. 

During 2009 and 2010, Montford Associates had 

approximately thirty clients, most of whom were pension 

funds, school endowments, hospitals, and non-profit 

organizations. The firm charged an annual advisory fee 

ranging from eight to twenty basis points of each client’s 

assets under management. Petitioners “managed over $800 

million in investment assets, earning gross revenues of 

$600,000 in 2009 and $830,000 in 2010.” Montford & Co., 

2014 WL 1744130, at *2. 

Montford advertised his firm as an “independent” and 

“conflict-free” advisor that would provide “impartial” advice. 

See id. at *2–*3. Commission rules required Montford 

Associates, as a registered investment advisor, to file annually 

Form ADV, a uniform registration form and disclosure 

statement. The firm’s 2009 and 2010 forms described the 

firm as an “independent investment advisor” that would 

“[a]void any material misrepresentation in any...investment 

recommendation” and “[d]isclose to clients...all matters that 

reasonably could be expected to impair [the firm’s] ability to 

make unbiased and objective recommendations.” Id. at *2. 

The firm further claimed that it did “not accept any fees from 
4 

investment managers or mutual funds.” Id. at *3. Montford 

Associates’ website linked to an article quoting Montford as 

stating that clients “need a strategy they can trust, because 

investments...should be based on merit, not...undisclosed 

compensation.” Id. 

 The Commission’s action against petitioners centers on 

Montford’s relationship with Stanley Kowalewski, an 

investment manager specializing in hedge funds. In 2003, 

Montford began recommending Kowalewski (then owner and 

operator of Phoenix Advisors, Inc.) as an investment manager 

to his clients. In 2005, Kowalewski joined Columbia 

Partners, LLC Investment Management (“Columbia”). 

Montford subsequently advised his clients to transfer their 

assets to Columbia and continued to recommend Kowalewski 

as an investment manager. By 2009, ten of Montford’s clients 

had followed Kowalewski to Columbia. Id. at *4. 

 In June 2009, Kowalewski told Montford that he was 

leaving Columbia to start his own investment management 

firm, SJK Investment Management LLC (“SJK”). Montford 

told Kowalewski that he would try to convince his clients to 

transfer their Columbia investments to SJK and that he would 

assist in administering the transfers. Over the following 

months, Montford and his staff individually met with the ten 

clients invested with Columbia to recommend that they 

transfer their assets to SJK. In August 2009, Montford called 

Kowalewski and told him, “I need to be paid for all this 

work.” Id. Kowalewski agreed, but did not specify an 

amount. In October 2009, Kowalewski agreed to give 

petitioners an initial payment of $130,000. Montford 

maintained that he simply requested reimbursement for the 

administrative costs his firm incurred in transferring client 

investments from Columbia to SJK; Montford claimed that 

Columbia was uncooperative and SJK was understaffed, so 
5 

his firm took on the bulk of the work. See id. at *15; Pet’rs’ 

Br. 7. 

 In November 2009, having yet to receive the agreed upon 

payment, Montford Associates sent SJK an invoice for 

$130,000 for “Consulting Services for the SJK Investment 

Management LLC Launch July 15th–October 30, 2009.” 

Montford & Co., 2014 WL 1744130, at *5. Montford 

Associates then sent a revised invoice, which, at 

Kowalewski’s request, changed the description of the services 

provided to “Marketing and Syndication Fee for SJK 

Investment Management LLC Launch July 15th–November 

30, 2009.” Id. On January 4, 2010, SJK paid petitioners 

$130,000. In November 2010, Montford Associates requested 

a second payment from SJK, sending an $80,000 invoice 

which also described the payment as a “Marketing and 

Syndication Fee.” Id. Later that month, SJK wired 

petitioners $80,000. In addition to these payments, 

Kowalewski waived fees for Montford’s personal IRA, and 

went on a three-day fishing trip with Montford, paying for 

Montford’s transportation, food, and lodging. Id. at *8. 

 Montford ultimately convinced nine of his clients to 

transfer their investments to SJK; collectively, these clients 

invested $80 million in SJK. Id. at *5. Montford did not 

disclose to any of his clients that he had provided assistance 

to SJK, or that he requested or received fees from 

Kowalewski. Montford strongly encouraged his clients to 

invest with Kowalewski and SJK, even when his clients 

expressed reservations with Kowalewski’s investment 

strategy, experience, and alleged misconduct. Id. at *6–*7. 

 In January 2011, the Commission filed a civil 

enforcement action against SJK and Kowalewski, charging 

them with securities fraud. The complaint alleged that 
6 

Kowalewski had diverted to himself millions of dollars that 

were invested in SJK. See SEC v. Kowalewski, Litigation 

Release No. 21800, 2011 WL 52096 (Jan. 7, 2011). At this 

time, the details of petitioners’ payment arrangement with 

SJK came to light. Many of Montford Associates’ clients 

terminated their business with the firm after learning of the 

payments. See Montford & Co., 2014 WL 1744130, at *5. 

B. Procedural Background 

After discovering Kowalewski’s fraud, the Commission 

began investigating Montford and his firm. In March 2011, 

the Commission issued to petitioners a “Wells notification,” a 

letter in which Division of Enforcement staff advises the 

target of an ongoing investigation of the nature of the 

investigation and potential violations. See id. at *9 n.60. On 

September 7, 2011, 187 days after issuing the Wells 

notification, the Commission instituted administrative 

proceedings against petitioners. See In re Montford & Co., 

Inc., Investment Advisors Act Release No. 3273, 2011 WL 

3916057 (Sept. 7, 2011). The Commission’s Division of 

Enforcement claimed that Montford received undisclosed fees 

from SJK and Kowalewski for promoting SJK. Alleging that 

Montford Associates’ promotional materials and regulatory 

filings contained inaccuracies regarding the firm’s 

independence, the Division charged that petitioners violated 

the Investment Advisors Act’s reporting and antifraud 

provisions, 15 U.S.C. §§ 80b-4, 80b-6(1)–(2), 80b-7, and 

Advisors Act Rule 204-1(a)(2), 17 C.F.R. § 275.204-1(a)(2). 

Section 4E of the Exchange Act, 15 U.S.C. § 78d-5(a)(1), 

provides that “[n]ot later than 180 days after the date on 

which Commission staff provide a written Wells notification 

to any person, the Commission staff shall either file an action 

against such person or provide notice to the Director of the 
7 

Division of Enforcement of its intent to not file an action.” 

Petitioners filed a motion to dismiss the proceeding as timebarred under Section 4E because the Division failed to 

institute the action within 180 days after issuing a Wells 

notice. In response, the Division submitted a declaration that 

the Director had extended the deadline under 15 U.S.C. 

§ 78d-5(a)(2), which allows the Director to extend the 

deadline “for certain complex actions.” The presiding 

Administrative Law Judge (ALJ) denied petitioner’s motion 

to dismiss for lack of jurisdiction, accepting the 

Commission’s assertion that the deadline was properly 

extended. See In re Montford & Co, Inc., Investment 

Advisors Act Release No. 457, 2012 WL 1377372, at *11 

(Apr. 20, 2012). 

After a hearing, the ALJ issued an initial decision that 

petitioners violated Sections 204, 206, and 207 of the 

Advisors Act, 15 U.S.C. §§ 80b-4, 80b-6(1)–(2), 80b-7, and 

Advisors Act Rule 204-1(a)(2), 17 C.F.R. § 275.204-1(a)(2). 

See id. at *12–*15. The ALJ again rejected petitioners’ 

jurisdictional argument, concluding that because “the Director 

extended the deadline...one can deduce that he/she made the 

[complexity] determination” required by the statute. Id. at 

*11. The ALJ barred Montford from the securities industry; 

ordered petitioners to cease and desist from future violations; 

ordered disgorgement of $210,000; and ordered Montford to 

pay $150,000 and Montford Associates to pay $500,000 in 

civil penalties. See id. at *22. Petitioners appealed to the full 

Commission, which conducted an independent review of the 

record. 

The Commission affirmed the ALJ’s findings and 

sanctions. See Montford & Co., 2014 WL 1744130. The 

Commission rejected petitioners’ argument that Section 4E 

barred the action. The Commission, construing Section 4E in 
8 

“the first instance,” id. at *10, found that “dismissal of an 

action is not the appropriate remedy when the time periods set 

forth in Section 4E are exceeded,” id. at *12. The statute 

says nothing about the consequence for noncompliance, and 

courts have been hesitant to infer a jurisdictional consequence 

for failure to comply with an internal deadline for federal 

agency action. Id. at *11. 

The Commission also rejected Montford’s challenge to 

the disgorgement order and civil penalties. Petitioners argued 

that they should not disgorge the $210,000 in payments 

received from SJK “because ‘receipt of the money itself was 

[not] wrongful’ under the securities laws.” Id. at *22 (quoting 

Reply Br.). The Commission disagreed, determining that 

there was a connection between the nondisclosure violations 

and the $210,000, as the payments from SJK were predicated 

on not disclosing those payments. Id. The Commission 

further found that third-tier civil penalties were appropriate, 

as petitioners’ misconduct “involved fraud, deceit, 

manipulation, or deliberate or reckless disregard of a 

regulatory requirement” and “resulted in substantial pecuniary 

gain.” Id. at *24. 

Montford and Montford Associates petition this court for 

review of the Commission’s order. We will deny that petition 

for the reasons stated below. 

II. ANALYSIS

“The findings of the Commission as to the facts, if 

supported by substantial evidence, shall be conclusive.” 15 

U.S.C. § 80b-13(a). The “interpretation of the ambiguous 

text” of a federal securities statute, “in the context of formal 

adjudication, is entitled to deference if it is reasonable.” SEC 

v. Zandford, 535 U.S. 813, 819–20 (2002). Our “review of 
9 

the Commission’s remedial decisions is deferential.” 

Kornman v. SEC, 592 F.3d 173, 176 (D.C. Cir. 2010). 

A. Petitioners’ Challenge to the Timeliness of the 

Enforcement Action 

Section 4E of the Exchange Act directs that “[n]ot later 

than 180 days after the date on which Commission staff 

provide a written Wells notification to any person, the 

Commission staff shall either file an action against such 

person or provide notice to the Director of the Division of 

Enforcement of its intent to not file an action.” 15 U.S.C. 

§ 78d-5(a)(1). The section also contains a procedure for 

extending the deadline for “certain complex actions.” Id. 

§ 78d-5(a)(2). The Commission brought an enforcement 

action against Montford and Montford Associates 187 days 

after issuing a Wells notice to petitioners. In a later 

declaration, an attorney with the Division of Enforcement 

attested that the Director of the Division had extended the 

deadline. Petitioners argue that the Commission lacked 

jurisdiction to bring an enforcement action, as the 

Commission brought the action too late and did not follow the 

procedures for extending the deadline. We do not agree. We 

hold that the Commission’s interpretation of Section 4E, as 

not imposing a jurisdictional bar, is reasonable and entitled to 

deference. We thus do not need to address the Commission’s 

alternative argument that it had properly extended the 

deadline. 

We defer to the Commission’s reasonable interpretation 

of Section 4E. “The Commission’s interpretation of its 

authorizing statutes is entitled to deference under the familiar 

two-pronged test set forth in Chevron, U.S.A., Inc. v. Natural 

Res. Def. Council, Inc., 467 U.S. 837 (1984).” Kornman, 592 

F.3d at 181. “When a court reviews an agency’s construction 
10 

of the statute which it administers, it is confronted with two 

questions.” Chevron, 467 U.S. at 842. First, the court must 

determine “whether Congress has directly spoken to the 

precise question at issue. If the intent of Congress is clear, 

that is the end of the matter; for the court, as well as the 

agency, must give effect to the unambiguously expressed 

intent of Congress.” Id. at 842–43. But “if the statute is silent 

or ambiguous with respect to the specific issue, the question 

for the court is whether the agency’s answer is based on a 

permissible construction of the statute.” Id. at 843. 

We do not owe the Commission’s interpretation any less 

deference because the Commission interprets the scope of its 

own jurisdiction. As the Supreme Court recently held, “a 

court need not pause to puzzle over whether the interpretive 

question presented is ‘jurisdictional.’ If ‘the agency’s answer 

is based on a permissible construction of the statute,’ that is 

the end of the matter.” City of Arlington v. FCC, 133 S. Ct. 

1863, 1874–75 (2013) (quoting Chevron, 467 U.S. at 842). 

Nor is it relevant that the Commission’s interpretation is the 

result of adjudication, rather than notice-and-comment 

rulemaking. “Within traditional agencies,” such as the SEC, 

“adjudication operates as an appropriate mechanism...for the 

exercise of delegated lawmaking powers, including 

lawmaking by interpretation.” Martin v. Occupational Safety 

& Health Rev. Com’n, 499 U.S. 144, 152 (1991) (citing SEC 

v. Chenery Corp., 332 U.S. 201–03 (1947)); see also Teicher 

v. SEC, 177 F.3d 1016, 1019 (D.C. Cir. 1999) (extending 

Chevron deference to Commission’s interpretation, expressed 

in an adjudicatory order, of the Investment Advisors Act of 

1940, 15 U.S.C. § 80b-3f). 

We hold that Section 4E is ambiguous under Chevron

Step 1. By not specifying any consequence for the 

Commission’s failure to bring an enforcement action within 
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180 days after issuing a Wells notification, Congress has not 

“directly spoken to the precise question at issue.” Chevron, 

467 U.S. at 842. Petitioners argue that Section 4E’s 

“language, structure, purpose, and legislative history all 

establish that the deadline is mandatory and jurisdictional.” 

Pet’rs’ Br. 13. Petitioners point to the statute’s use of “shall,” 

the inclusion of a detailed extension process for complex 

cases, “which would be pointless if the deadline had no 

force,” id., and the provision’s purpose of spurring the 

Commission to act promptly so that recipients of Wells 

notices do not have the cloud of an investigation hanging over 

them, id. at 14. While these arguments demonstrate that it 

might be reasonable to interpret Section 4E as having a 

jurisdictional consequence, these arguments do not show that 

the statute forecloses other interpretations. Since the “statute 

is silent...with respect to the specific issue,” we turn to the 

question of “whether the agency’s answer is based on a 

permissible construction of the statute.” Chevron, 467 U.S. at 

843. 

We further hold that the Commission’s interpretation of 

Section 4E is reasonable under Chevron Step 2. The 

Commission stated, “Based on the text and legislative history 

of Section 4E and Supreme Court precedent interpreting 

similar statutes, we find that the provision is intended to 

operate as an internal-timing directive, designed to compel 

our staff to complete investigations, examinations, and 

inspections in a timely manner and not as a statute of 

limitations.” Montford & Co., 2014 WL 1744130, at *12. 

The Commission’s interpretation of Section 4E relied on 

precedent holding “that congressional enactments that 

prescribe internal time periods for federal agency action 

without specifying any consequences for noncompliance do 

not necessitate dismissal of the action if the agency does not 

act within the time prescribed.” Id. at *11. The Commission 
12 

discussed Brock v. Pierce County, 476 U.S. 253 (1986), and 

United States v. James Daniel Good Real Property, 510 U.S. 

43 (1993). In Brock, the Court held that the Secretary of 

Labor’s failure to act by a 120-day deadline did not foreclose 

subsequent action, where the statute did not identify a 

consequence for missing the deadline. 476 U.S. at 259. The 

Court held that the statute’s use of “shall,” together with an 

express deadline “does not, standing alone, divest the 

[agency] of jurisdiction to act after [the deadline.]” Id. at 266. 

In James Daniel Good, the Court held that when “a statute 

does not specify a consequence for noncompliance with 

statutory timing provisions, the federal courts will not in the 

ordinary course impose their own coercive sanction.” 510 

U.S. at 63–64. The Commission found that Section 4E was 

similar to the deadlines in Brock and James Daniel Good, and 

determined that it did not lack jurisdiction to bring an 

enforcement action after the 180-day deadline passed. 

The Commission’s analysis of Supreme Court precedent, 

and its application of that precedent to Section 4E, is sound. 

As the Supreme Court recently reminded us, time limitations 

for filings in statutes are presumptively non-jurisdictional. 

See United States v. Kwai Fun Wong, 135 S. Ct. 1625, 1634–

35 (2015). Nothing in the text or structure of Section 4E 

overcomes the strong presumption that, where Congress has 

not stated that an internal deadline shall act as a statute of 

limitations, courts will not infer such a result. Cf. Barnhart v. 

Peabody Coal Co., 537 U.S. 149, 158 (2003) (“Nor, since 

Brock, have we ever construed a provision that the 

Government ‘shall’ act within a specified time, without more, 

as a jurisdictional limit precluding action later.”). As in 

Brock, “[t]here is simply no indication in the statute or its 

legislative history that Congress intended to remove the 

[Commission’s] enforcement powers if” Commission staff 

fails to file an action within 180 days of issuing a Wells 
13 

notification. 476 U.S. at 266. At most, petitioners’ 

arguments to the contrary demonstrate that Section 4E is 

ambiguous; petitioners have not shown that the Commission’s 

interpretation is unreasonable. Accordingly, we defer to the 

Commission’s reasonable interpretation of the statute it 

administers. See City of Arlington, 133 S. Ct. at 1874–75. 

Because we hold that the 180-day time period is not 

jurisdictional, we need not decide whether the Director of the 

Division of Enforcement properly extended the deadline per 

the statutorily prescribed procedures. See 15 U.S.C. § 78d5(a)(2). 

B. Petitioners’ Challenge to the Disgorgement Order 

and Civil Fines 

In this petition, “Montford recognizes his wrongdoing, 

and he does not dispute that the bar order, cease-and-desist 

order, and some financial penalty are appropriate.” Pet’rs’ Br. 

39. However, Montford contends that even if the 

Commission had jurisdiction to bring an enforcement action, 

“the disgorgement order is unlawful and the civil penalties are 

entirely disproportionate and arbitrary.” Id. We disagree and 

affirm the Commission’s imposition of sanctions. 

Petitioners argue that the disgorgement order is unlawful 

because there must be a causal connection between the 

misconduct and the funds to be disgorged. “Disgorgement 

deprives wrongdoers of the profits obtained from their 

violations.” Zacharias v. SEC, 569 F.3d 458, 472 (D.C. Cir. 

2009). Thus, “[t]he touchstone of a disgorgement calculation 

is identifying a causal link between the illegal activity and the 

profit sought to be disgorged.” SEC v. UNIOIL, 951 F.2d 

1304, 1306 (D.C. Cir. 1991) (per curiam) (Edwards, J., 

concurring). The violations in this case, petitioners maintain, 
14 

“arose not from Montford’s receipt of the payments from 

SJK, but rather from his failure to disclose those payments.” 

Pet’rs’ Br. 41. Petitioners thus contend that there is no causal 

connection, as the payments from Kowalewski cannot have 

been caused by petitioners’ subsequent failure to disclose 

those payments; “it is impossible for the violations to have 

caused the payments because the latter preceded the former.” 

Id. at 40. 

We are not persuaded by this argument. The 

Commission has flexibility in ordering disgorgement, as it is 

“an equitable remedy designed to deprive a wrongdoer of his 

unjust enrichment and to deter others from violating the 

securities laws.” SEC v. First City Fin. Corp., 890 F.2d 1215, 

1230 (D.C. Cir. 1989). When calculating disgorgement, 

“separating legal from illegal profits exactly may at times be a 

near-impossible task.” Id. at 1231. Thus, “disgorgement 

need only be a reasonable approximation of profits causally 

connected to the violation.” Id. Under this standard, the 

Commission identified a sufficient causal connection between 

the payments from SJK and the petitioners’ violations. The 

Commission found that SJK paid Montford in part to 

persuade clients to invest with SJK. Montford & Co., 2014 

WL 1744130, at *15 (“Montford twice admitted that SJK paid 

him, at least in part, to convince clients to stay with SJK.”). 

The Commission further determined that “[c]lient testimony 

demonstrated that, absent [petitioners’] deception and failure 

to disclose the conflict, SJK would not have paid [petitioners] 

the $210,000 because the clients would not have retained 

[petitioners] as their advisers and would not have invested in 

SJK.” Id. at *22. These conclusions are reasonable and 

supported by substantial evidence. We will thus uphold the 

Commission’s disgorgement order. 
15 

Petitioners argue that the Commission erred when it 

imposed third-tier civil penalties, as the Commission did not 

make the required determination that petitioners’ conduct 

“resulted in substantial pecuniary gain.” 15 U.S.C. § 80b3(i)(2)(C). Petitioners contend that their conduct did not 

result in substantial pecuniary gain for the same reason that 

the disgorgement order was unlawful: “the disclosure 

violations followed, and thus could not have caused, the 

undisclosed payments from SJK. Accordingly, the violations 

cannot have ‘resulted in’ Montford’s receipt of the 

payments.” Pet’rs’ Br. 43 (citation omitted). For the same 

reasons that we rejected petitioners’ disgorgement argument, 

we reject this argument. The petitioners further argue that 

“the penalties imposed by the Commission exceed its 

discretion because they are unsupported by the record and do 

not adequately account for mitigating facts.” Id. at 44. We 

reject this argument as well. The Commission considered and 

discussed the appropriate statutory factors in reaching its 

decision. See Montford & Co., 2014 WL 1744130, at *24–

*25 (discussing 15 U.S.C. § 80b-3(i)(3)). It acknowledged 

Montford’s mitigation arguments, finding them unconvincing 

or “outweighed by the other public interest factors supporting 

a significant civil monetary penalty.” Id. at *24. Given that 

we owe “great deference to the SEC’s decisions as to the 

choice of sanction,” Seghers v. SEC, 548 F.3d 129, 135 (D.C. 

Cir. 2008), we will affirm the Commission’s imposition of 

civil monetary penalties. 

III. CONCLUSION

While Section 4E of the Securities Exchange Act of 

1940, 15 U.S.C. § 78d-5, directs the Securities and Exchange 

Commission to bring an enforcement action “[n]ot later than 

180 days after the date on which Commission staff provide[s] 

a written Wells notification to any person,” we defer to the 
16 

Commission’s interpretation that this provision does not 

deprive it of jurisdiction to bring an enforcement action 

brought more than 180 days after issuing a Wells notification. 

We further hold that the Commission established the required 

causal connection to order the disgorgement of the $210,000 

in payments made by Kowalewski to petitioners, and that the 

Commission did not abuse its discretion or otherwise exceed 

its authority in imposing a total of $650,000 in civil monetary 

penalties on petitioners. Thus, we deny the petition for 

review. 

 So ordered.