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SEC v. GreneCo, LLC, et al.

Feb. 16, 2023

Civil Action No. 5:22-cv-00673-F (W.D. Okla.)

On August 8, 2022, the Commission filed a complaint (the “Complaint”) against GreneCo, LLC (“GreneCo”), Gene D. Larson (“Larson”), Gregory K. Womack (“Womack”), and Womack Investment Advisers, Inc. (“WIA”) (collectively, the “Defendants”). In the Complaint, the Commission alleging that GreneCo and its owners, Larson and Womack, raised approximately $23 million from more than 250 investors in 2017 and 2018 through four unregistered securities offerings involving conservation easements. The offerings provided investors with multiple investment options, including an election to take charitable tax deductions if the real estate acquired with their investment funds was donated to a land trust for purposes of a conservation easement. The Complaint further alleged that Womack and his investment adviser, WIA, failed to disclose compensation received from WIA clients who invested in GreneCo's offerings. As alleged, these fees and compensation created conflicts of interest that Womack and WIA, as fiduciaries, were required to disclose to their clients. See the Commission’s Complaint.

The Defendants were ordered to pay a collective total of $1,596,308 in disgorgement, prejudgment interest, and civil penalties to the Commission. The Commission was ordered to hold all funds, together with interest and income earned thereon (the “Fund”), pending further order of the Court. See the Defendants’ Final Judgment.

The Commission holds $1,600,898.37 in the Fund, which includes post-judgment interest paid by the Defendants, pursuant to their Final Judgment, in a Commission-designated account at the U.S. Department of Treasury.

On January 23, 2023, the Court granted the Commission’s motion and entered an Order that established a Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, for the $1,600,898.37 paid by the Defendants (the “Fair Fund”), including any accrued interest, so it can be distributed to investors harmed by the Defendants’ conduct alleged in the Complaint. The Court’s Order also appointed Heffler, Radetich & Saitta, LLP, as the Tax Administrator of the Fair Fund to fulfill the tax obligations of the Fair Fund, and authorized the Commission to approve and arrange payment of all tax obligations owed by the Fair Fund and the related fees and expenses of the Tax Administrator directly from the Fair Fund without further approval of the Court. See the Court’s Order.

On July 31, 2023, the Court granted the Commission’s motion and appointed Amy Sumner, a Commission employee, as the Distribution Agent of the Fair Fund and approved the Commission’s Distribution Plan. See the Plan and the Court’s Order.

On November 6, 2023, the Commission filed a Motion in Support of an Order to Disburse the Fair Fund.

On November 7, 2023, the Court issued an order approving the disbursement of $603,053.46 from the Fair Fund in accordance with the Plan. See the Court’s Order.

For more information, please contact the Commission:

Office of Distributions
Email: ENFOfficeofDistributions@sec.gov

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