SEC v. Romeril, 15 F.4th 166

The SEC enforces a longstanding “no-deny” settlement policy (17 C.F.R. § 202.5) barring defendants in SEC consent decrees from publicly denying allegations; defendants may instead state they neither admit nor deny.
In 2003 the SEC sued Barry Romeril (former Xerox CFO) alleging accounting fraud; Romeril executed a consent decree, agreed neither to admit nor deny the allegations, paid monetary relief, and expressly agreed not to publicly deny or create the impression the complaint lacked factual basis.
The district court entered a Final Judgment incorporating the Consent in June 2003.
In May 2019 Romeril moved under Fed. R. Civ. P. 60(b)(4) to vacate the Judgment, arguing the no-deny provision was an unconstitutional prior restraint (First Amendment) and violated due process, and submitted a proposed amended consent without the no-deny clause.
The district court denied relief as untimely and on the merits, finding no jurisdictional defect and that Romeril had notice, counsel, and knowingly waived rights by consenting; the Second Circuit affirmed on the merits.

Issue	Romeril's Argument	SEC/District Court's Argument	Held
Whether the consent decree’s no-deny provision rendered the Judgment void for jurisdictional error under Rule 60(b)(4)	The no-deny clause is an unconstitutional prior restraint; a court lacks power to impose it, so the Judgment is void	The court had subject-matter and personal jurisdiction and Romeril expressly admitted jurisdiction in the Consent; any error is non‑jurisdictional and thus not void	Judgment not void for jurisdictional defect; Rule 60(b)(4) relief unavailable
Whether the no-deny provision violated due process (notice/opportunity/vagueness/First Amendment) such that the Judgment is void	The clause is vague, chills speech indefinitely, and deprives Romeril of First Amendment rights and meaningful process	Romeril received actual notice, counsel, and a full opportunity to accept or litigate; he knowingly waived rights as part of a settlement	No due process violation under Rule 60(b)(4); waiver in a consent decree bars collateral relief

United Student Aid Funds, Inc. v. Espinosa, 559 U.S. 260 (2010) (Rule 60(b)(4) relief limited to jurisdictional defects or denial of notice/opportunity to be heard)
City of N.Y. v. Mickalis Pawn Shop, LLC, 645 F.3d 114 (2d Cir. 2011) (same principle on voidness review)
Cent. Vt. Pub. Serv. Corp. v. Herbert, 341 F.3d 186 (2d Cir. 2003) (judgment void only for total want of jurisdiction)
Crosby v. Bradstreet Co., 312 F.2d 483 (2d Cir. 1963) (prior restraint/enjoin publication case; distinguished because it affected nonparties)
SEC v. Citigroup Glob. Mkts., Inc., 752 F.3d 285 (2d Cir. 2014) (consent decrees are compromises and enforceable; parties may waive rights)
In re Texlon Corp., 596 F.2d 1092 (2d Cir. 1979) (even gross error does not automatically make a decree void)
United States v. Int'l Brotherhood of Teamsters, 931 F.2d 177 (2d Cir. 1991) (parties can waive First Amendment claims by consenting to restrictions in decrees)