Securities and Exchange Commission v. Mount Vernon Memorial Park

In this appeal, we must decide whether the Mount Vernon Memorial Park (Mount Vernon), a Sacramento cemetery and mortuary which issued debentures in connection with the sale of its services, is an “investment compány” within the meaning of the Investment Company Act of 1940 (Act), 15 U.S.C. § 80a-l et seq. In a two-count complaint filed in the district court, the Securities and Exchange Commission (Commission) alleged that Mount Vernon had failed to comply with the regulatory provisions of the Act and violated provisions of the Securities Act of 1933, § 77t(b), and the Securities and Exchange Act of 1934, §§ 78u(d), 78u(e), in connection with its funeral debenture program. The district court denied the Commission preliminary injunctive relief as to both counts and the Commission filed a notice of appeal. The district court also dismissed count one (investment company claim) when it concluded Mount Vernon was not subject to regulation under the Act. The Commission filed a notice of appeal from that determination after the district court certified its order for immediate appealability pursuant to Fed.R.Civ.P. 54(b). Count two, dealing with the 33 and 34 Acts, has been settled and is…