## Facts

- The SEC brought a civil enforcement action against Blinder, Robinson & Co., Inc., a securities broker-dealer, and Meyer Blinder, its founder and president.
- After a trial in 1982, the district court found the defendants’ sales practices involved deliberately deceptive misinformation and that Blinder acted with intent to deceive investors.
- The district court entered permanent injunctions barring specified violations of the federal securities laws, effectively requiring future compliance.
- The injunctions were affirmed on appeal in 1983.
- In later, separate litigation, defendants sought relief against the SEC based on the agency’s investigation and claimed attorney incompetence; relief was denied and affirmed on appeal.
- In 1986, defendants moved in the original enforcement case to vacate the 1982 injunctions; the district court denied the motion.
- On reconsideration, defendants raised a separation-of-powers challenge, arguing the SEC’s “independent” structure and for-cause removal protections for commissioners made its civil enforcement authority unconstitutional under Article II.
- Defendants appealed the denials of the motion to vacate and the motion for reconsideration.

## Issues

1. Whether the SEC’s status as an independent commission with commissioners removable only for cause renders its exercise of civil enforcement authority unconstitutional under Article II and separation of powers.
2. Whether defendants showed sufficient equitable grounds (including changed circumstances or other recognized bases) to vacate or modify the 1982 permanent injunctions.

## Decision

- The Tenth Circuit affirmed the district court’s orders.
- The court rejected the Article II/separation-of-powers challenge and held that Congress may authorize the SEC to bring civil enforcement actions notwithstanding for-cause removal protections.
- The court held defendants failed to meet the burden required to dissolve or modify a permanent injunction.
- The court concluded the district court did not abuse its discretion in denying vacatur or reconsideration.

## Legal Principles

- For-cause removal protections for members of an independent regulatory commission do not, by themselves, violate separation of powers or the President’s Article II duty where the President retains constitutionally sufficient control mechanisms, including appointment and limited removal.
- Congress may vest an independent commission with authority to enforce federal law through civil actions in federal court without impermissibly displacing executive power.
- A permanent injunction may be modified or dissolved only upon a showing of materially changed factual or legal circumstances, or other equitable grounds making continued enforcement inequitable.
- A motion to vacate an injunction is not a vehicle to relitigate matters already decided or to raise belated legal theories that could have been asserted earlier.
- Appellate review of a district court’s refusal to modify or dissolve a permanent injunction is for abuse of discretion.

## Conclusion

The court held that the SEC’s independent structure does not make its civil enforcement actions unconstitutional and that the defendants’ belated constitutional theory and asserted circumstances did not justify vacating long-standing injunctions entered to prevent renewed securities-law violations.


S.E.C. v. Blinder, Robinson & Co., 855 F.2d 677 (10th Cir. 1988)