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UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF NEW YORK 

COMMODITY FUTURES TRADING 

COMMISSION, 

Plaintiff, 

V. 

SAMUEL BANKMAN-FRIED, FTX TRADING 

LTD D/B/ A FTX.COM, ALAMEDA 

RESEARCH LLC, CAROLINE ELLISON, 

and ZIXIAO "GARY" WANG, /. 

De Ls. 

Case No. 1:22-cv-10503-PKC 

Hon. Judge P. Kevin Castel 

[P '} CONSENT ORDER OF JUDGMENT ON LIABILITY AGAINST 

DEFENDANT CAROLINE ELLISON 

I. INTRODUCTION 

On December 21, 2022, Plaintiff Commodity Futures Trading Commission (the 

"Commission" or "CFTC") filed an Amended Complaint against Samuel Bankman-Fried, FTX 

Trading Ltd. d/b/a FTX.com, Alameda Research LLC, Caroline Ellison and Zixiao "Gary" Wang 

( collectively, "Defendants") seeking injunctive aud other equitable relief, as well as the imposition 

of civil penalties, for violations of the Commodity Exchange Act ("Act"), 7 U.S.C. §§ 1-26 and 

the Commission's Regulations ("Regulations") promulgated thereunder, 17 C.F.R. pts. 1-190 

(2021). 

II. CONSENTS AND AGREEMENTS 

To effect partial resolution of the matters alleged in the Amended Complaint against 

Defendant Caroline Ellison ("Ellison" or "Defendant") as to her liability on the charges in the 

Amended Complaint without a trial on the metits or auy further judicial proceedings, Defendant: 

1. Consents to the entry of this Consent Order of Judgment on Liability Against Ellison 

("Consent Order"); 

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2. Affirms that she has read and agreed to this Consent Order voluntarily, and that no 

promise, other than as specifically contained herein, or threat, has been made by the CFTC or any 

member, officer, agent or representative thereof, or by any other person, to induce consent to this 

Consent Order; 

3. Waives service of the summons and Amended Complaint; 

4. Admits the jurisdiction of this Court over her and the subject matter of this action 

pursuant to Section 6c of the Act, 7 U.S.C. § 13a-l; 

5. Admits the jurisdiction of the CFTC over the conduct and transactions at issue in 

this action pursuant to the Act; 

6. Admits that venue properly lies with this Court pursuant to Section 6c( e) of the Act, 

7 U.S.C. § 13a-l(e); 

7. Waives: 

(a) Any and all claims that she may possess under the Equal Access to Justice 

Act, 5 U.S.C. § 504 and 28 U.S.C. § 2412, and/or the rules promulgated by 

the Commission in conformity therewith, Pait 148 of the Regulations, 17 

C.F .R. pt. 148 (2021 ), relating to, or arising from, this action; 

(b) Any and all claims that she may possess 1mder the Small Business 

Regulatory Enforcement Fairness Act of 1996, Pub. L. No. 104-121, tit. II, 

§§ 201-253, 110 Stat. 847, 857-74 (codified as ainended at 28 U.S.C. 

§ 2412 and in scattered sections of 5 U.S.C. and 15 U.S.C.), relating to, or 

arising from, this action; 

( c) Any claim of Double Jeopardy based upon the institution of this action or 

the entry in this action of any order imposing a civil monetary penalty or 

any other relief, including this Consent Order; and 

(a) Any and all rights of appeal from this Consent Order; 

8. Consents to the continued jurisdiction of this Comt over her for the purpose of 

implementing and carrying out the terms and conditions of all orders and decrees, including orders 

setting the approp1iate ainounts of restitution, disgorgement and civil monetary penalty, that may 

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be entered herein, to entertain any suitable application or motion for additional relief within the 

jurisdiction of the Conti, to assure compliance with this Consent Order and for any other purpose 

relevant to this action, even if Defendant now or in the future resides outside the jurisdiction of 

this Court; 

9. Agrees that she will not oppose enforcement of this Consent Order on the grounds, 

if any exist, that it fails to comply with Rule 65( d) of the Federal Rules of Civil Procedure and 

hereby waives any objection based thereon; 

10. Agrees that neither she nor any of her agents or employees under her authmity or 

control shall: (i) take any action or make any public statement denying, directly or indirectly, any 

allegation in the Amended Complaint and/or this Consent Order; (ii) take any action or make any 

public statement creating or tending to create the impression that the Amended Complaint and/or 

this Consent Order is without a factual basis; or (iii) permit any public statement to the effect that 

Defendant does not admit the allegations of the Amended Complaint, or that this Consent Order 

contains no admissions of the allegations; provided, however, that nothing in this provision shall 

affect her: (a) testimonial obligations, or (b) tight to take legal positions in other proceedings to 

which the CFTC is not a party. Defendant further stipulates for purposes of exceptions to discharge 

set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, that the allegations in the 

Amended Complaint are true, and further, that any debt for restitution, disgorgement, prejudgment 

interests, civil monetary penalty or other amount ultimately ordered due by Defendant under any 

judgment, order, consent order, decree or settlement agreement entered in connection with this 

proceeding is a debt for violation by Defendant of federal commodities laws. Defendant shall 

comply with this agreement, and shall undertake all steps necessary to ensure that all of her agents 

or employees under her authority or control understand and comply with this agreement; 

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11. Agrees that in connection with any Connnission motion for restitution, 

disgorgement and/or civil monetary penalties, and at any hearing held on such a motion: 

(a) Defendant will be precluded from arguing that she did not violate the federal laws as alleged 

in the Complaint; (b) Defendant may not challenge the validity of her consents and agreements 

herein or this Consent Order; ( c) solely for the purposes of such motion, the allegations of the 

Complaint and the Findings of Fact and Conclusions of Law in this Consent Order shall be 

accepted as and deemed true by the Court; and ( d) the Cami may determine the issues raised in 

the motion on the basis of affidavits, declarations, excerpts of sworn deposition or investigative 

testimony, witness testimony, and documentary evidence, without regard to the standards for 

summaty judgment contained in Rule 56( c) of the Federal Rules of Civil Procedure. 

12. For purposes of the waiver of any and all rights under the Equal Access to Justice 

Act and the Small Business Regulatory Enforcement Fairness Act of 1996, specified in Paragraph 

7, Defendant agrees that the Connnission is the prevailing party in this action. 

13. Agrees that no provision of this Consent Order shall in any way limit or impair the 

ability of any other person or entity to seek any legal or equitable remedy against Defendant in any 

other proceeding; and 

14. Agrees that the issues of relief or remedies pursuant to Section 6c of the Act, 7 

U.S.C. § 13a-1, are reserved for further determination by this Court separately, and upon motion 

of the Commission or by a proposed consent order. 

III. FINDINGS OF FACT AND CONCLUSIONS OF LAW 

The Court, being fully advised in the premises, finds that there is good canse for the entry 

of this Consent Order and that there is no just reason for delay. The findings and conclusions in 

this Consent Order are not binding on any other party to this action. The Court finds: 

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15. This Comt has jurisdiction over this action pursuant to Section 6c of the Act, 

7 U.S.C. § 13a-l. 

16. Venue properly lies with this Court pursuant to Section 6c(e) of the Act, 7 U.S.C. 

§ 13a-1( e ), because acts and practices in violation of the Act occun-ed within this District. 

17. In United States v. Caroline Ellison, Crim. No. S2 22 Cr. 673 (RA) (S.D.N.Y. 2022) 

Defendant entered into a written agreement to plead guilty to criminal offenses including 

Conspiracy to Commit Commodities Fraud in violation of7 U.S.C. §§ 9(1) and 13(a)(5); 18 U.S.C. 

§ 3 71; and 17 C.F.R. § 180.1, and in connection with that plea, made certain admissions. 

18. Defendant Ellison violated Section 6(c)(l) of the Act, 7 U.S.C. § 9(1) and 

Regulation 180.l(a)(l), (3), 17 C.F.R. § 180.l(a)(l), (3) (2021) by intentionally or recklessly, in 

connection with any swap, or conh·act of sale of any commodity in interstate commerce, or contract 

for fuhu-e delive1y on or subject to the rules of any registered entity, directly or indirectly: using 

or employing, or attempting to use or employ, a scheme or mtifice to defraud; and/or engaged in, 

or attempted to engage in, acts, practices, or a course of business that operated or would operate 

as a fraud or deceit on any person. Defendant Ellison is therefore liable on Count I of the CFTC's 

Amended Complaint. 

19. Defendant Ellison violated Section 6(c)(l) of the Act, 7 U.S.C. § 9(1) and 

Regulation l 80. l(a)(2), 17 C.F.R. § 180.l(a)(2) (2021), by intentionally or recklessly, in 

connection with any swap, or contract of sale of any commodity in interstate commerce, or contract 

for future delivery on or subject to the rules of any registered entity, directly or indirectly making 

untrue or misleading statements of material fact, or omitting material facts necessary to make other 

affirmative statements made not unhue or misleading. Defendant Ellison is therefore liable on 

CoUllt II of the CFTC's Amended Complaint. 

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IV. PERMANENT INJUNCTION 

20. Based upon and in com1ection with the foregoing conduct, pursuant to Section 6c 

of the Act, 7 U.S.C. § 13a-1, Defendant Ellison is permanently restrained, enjoined and prohibited 

from directly or indirectly: 

a. in collilection with any swap, contract of sale of any commodity in interstate 

commerce, or contract for future delive1y on or subject to the rules of any registered 

entity, using or employing, or attempting to use or employ, a scheme or artifice to 

defraud; and/or engaging in, or attempting to engage in, acts, practices, or a course 

of business that operates or would operate as a fraud or deceit upon any person, in 

violation of Section 6(c)(l) of the Act, 7 U.S.C. § 9(1) and Regulation 180.l(a)(l), 

(3), 17 C.F.R. 180.l(a)(l), (3) (2021); 

b. intentionally or recklessly, in collilection witb any swap, contract of sale of any 

commodity in interstate commerce, or contract for future delivery on or subject to 

the rules of any registered entity, directly or indirectly making untrue or misleading 

statements of material fact, or omitting material facts necessary to make other 

affirmative statements made not untrue or misleading in violation of 6( c )(1) of the 

Act, 7 U.S.C. § 9(1) and Regulation 180.l(a)(2), 17 C.F.R. § 180.l(a)(2) (2021); 

21. Defendant is also permanently restrained, enjoined and prohibited from directly or 

indirectly: 

a. trading on or subject to the rules of any registered entity (as that term is defined in 

Section la of the Act, 7 U.S.C. § la(40)); 

b. entering into any transactions involving "commodity interests" (as tbat term is 

defined in Commission Regulation 1.3, 17 C.F.R. § 1.3 (2021)), for Defendant's 

own accounts or for any account in which they have a direct or indirect interest; 

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c. having any connnodity interests, as that term is described herein, traded on 

Defendants' behalf; 

d. controlling or directing the trading for or on behalf of any other person or entity, 

whether by power of attorney or otherwise, in any account involving connnodity 

interests, as that term is described herein, and/or digital asset connnodities; 

e. soliciting, receiving, or accepting any funds or assets from any person for the 

purpose of purchasing or selling any commodity interests, as that term is described 

herein, and/or digital asset connnodities; 

f. applying for registration or claiming exemption from registration with the 

Commission in any capacity, and engaging in any activity requiring such 

registration or exemption from registration with the Commission, except as 

provided for in Regulation 4.14(a)(9), 17 C.F.R. § 4.14(a)(9) (2021); 

g. acting as a principal (as that term is defined in Commission Regulation 3.l(a), 17 

C.F.R. § 3.l(a) (2021)), agent or any other officer or employee of any person 

registered, exempted from registration or required to be registered with the 

Commission except as provided for in Regulation 4.14(a)(9). 

V. MISCELLANEOUS PROVISIONS 

22. The Court reserves the determination of further appropriate relief. 

23. The injunctive and equitable relief provisions of this Consent Order shall be binding 

upon the following persons who receive actual notice of this Consent Order, by personal service 

or otherwise: (1) Defendant; (2) any officer, agent, servant, employee, or attorney of the 

Defendant; and (3) any other persons who are in active concert or participation with any persons 

described in subsections (1) and (2) above. 

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24. This Consent Order may be executed in two or more counterparts, all of which shall 

be considered one and the same agreement and shall become effective when one or more 

counterparts have been signed by each of the parties hereto and delivered (by e-mail, or otherwise) 

to the other party, it being understood that all parties need not sign the same counterpait. Any 

counterpart or other signature to this Consent Order that is delivered by any means shall be deemed 

for all purposes as constituting good and valid execution and delive1y by such party of this Consent 

Order. 

25. Defendant understands that the terms of the Consent Order are enforceable through 

contempt proceedings, and that, in any such proceedings, she may not challenge the validity of 

this Consent Order. 

There being no just reason for delay, the Clerk of the Court is hereby directed to enter this 

Consent Order of Judgement Against Defendant Caroline Ellison as to Liability on Counts 1 and 

11 of the CFTC's Amended Complaint. 

IT IS SO ORDERED on this cf.-) ~y of /~ , 2022. 

~GE 

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CONSENTED TO AND APPROVED BY: 

Caroline Ellison 

caro1me J:olllson 

12/20/2022 

Date: -------------

APPROVED AS TO FORM: 

<;ft.f~l, £~iMA-

;:,,epname Avaiaan 

12/21/2022 

Date: 

_______ 

-----------

Stephanie Avakian 

WilmerHale LLP 

1875 Pennsylvania Avenue NW 

Washington DC 20006 

202-663-6471 

Stephanie.Avakian@wilmerhale.com 

AnjanSahni 

Peter Neiman 

WilmerHale LLP 

7 World Trade Center 

250 Greenwich Street 

New York, New York 10007 

212-230-8800 

Anjan.Sahni@wilmerhale.com 

Peter.Neiman@wilmerhale.com 

Attorneys for Defendant Ellison 

9 

Commodity Futures Trading 

Commission: 

), Drglt<1lly signed by NINA 

NINA RUVINSKY RUVINSKY 

"Diie:2022.12.21 08:20;14.{)6'00' 

Nina Ruvinsky 

Date: ------------

Nina Ruvinsky 

Carlin Metzger 

Elizabeth N. Pendleton 

Robert T. Howell (pro hac vice 

forthcoming) 

Ralph Metcalfe Federal Office Building 

77 W. Jackson, Suite 800 

Chicago, Illinois 60604 

(312) 596-0700 

(312) 596-0714 (fax) 

nruvinsky@cftc.gov 

cmetzger@cftc.gov 

ependleton@cftc.gov 

rhowell@cftc.gov 

Attorneys for Commodity Futures 

Trading Commission