Does the Securities and Exchange Commission (SEC) need to prove that victims of a securities-law violation suffered pecuniary loss before it can obtain a disgorgement award? This question involves the interpretation of 15 U.S.C. §§ 78u(d)(5) and 78u(d)(7). Specifically, the Court must determine if a showing of financial loss is a prerequisite for a person to qualify as a "victim" entitled to a wrongdoer's profits under traditional equitable principles.

• Argued that *Liu v. SEC* requires the SEC to show pecuniary loss because disgorgement must be "awarded for victims."
• Contended that allowing monetary relief without proof of pecuniary loss is inconsistent with the goal of "restoring the status quo."
• Expressed concern that without this requirement, the SEC might use 15 U.S.C. § 78u(d)(7) to seek penalties for the Treasury rather than compensation for victims.
• Argued that the equitable constraints identified in *Liu* regarding 15 U.S.C. § 78u(d)(5) should also apply to 15 U.S.C. § 78u(d)(7).

• Argued that investors can qualify as "victims" under *Liu v. SEC* even if they lost no money.
• Asserted that 15 U.S.C. § 78u(d)(7) allows the SEC to seek disgorgement without needing to connect unlawful profits to specific victims.
• Claimed that under 15 U.S.C. § 78u(d)(7), the government may resume the practice of keeping disgorgement awards for itself.
• Maintained that the evidence in this specific case demonstrated that investors had suffered pecuniary loss.

• The Court held that a showing of pecuniary loss to investors is not required before the SEC may obtain a disgorgement award.
• The Court analyzed 15 U.S.C. § 78u(d)(5), which allows "equitable relief," and 15 U.S.C. § 78u(d)(7), which expressly allows "disgorgement."
• The Court distinguished the legal remedy of damages, which is measured by the "plaintiff's loss," from the equitable remedy of disgorgement, which is measured by the "defendant's gain."
• Relying on the Restatement (First) of Restitution § 1, Comment e, the Court noted that a person seeking disgorgement does not need to prove they have "suffered a corresponding loss or," indeed, "any loss."
• The Court invoked the Restatement (Third) of Restitution and Unjust Enrichment § 3, Reporter's Note a, stating that restitution of wrongful gain is available when a person "has suffered an interference with protected interests," even with "no measurable loss whatsoever."
• The Court cited several cases to illustrate this principle, including *Raven Red Ash Coal Co. v. Ball*, *Corey v. Struve*, and *Edwards v. Lee's Adm'r*.
• The Court rejected the "status quo" argument, reasoning that equity prefers stripping a defendant of unjust gains over allowing them to benefit from misconduct simply because the plaintiff's financial position remained unchanged.
• The Court clarified that while *Liu v. SEC* requires disgorgement to be "awarded for victims," traditional equitable principles do not require pecuniary loss for a person to be considered a "victim."