Two South Bay Residents Plead Guilty to Securities Fraud
Defendants Admit Illegally Transferring, or Using, Insider Information for the Purpose of Trading Infinera Securities
SAN FRANCISCO – Benjamin J. Wylam and Nathaniel A. Brown each pleaded guilty in federal court today to one count of securities fraud related to Wylam’s engaging in transactions in corporate securities after receiving from Brown material nonpublic information about the corporation issuing the securities, announced Acting United States Attorney Stephanie M. Hinds and Federal Bureau of Investigation Special Agent in Charge Craig Fair. Wylam’s and Brown’s plea agreements were accepted by the Honorable Edward M. Chen, United States District Judge.
Brown, 49, and Wylam, 42, both of San Jose, Calif., pleaded guilty to the charge signing separate plea agreements. According to Brown’s plea agreement, Brown admitted that, between 2011 and 2017, he was employed as a Senior Revenue Manager at Infinera Corporation (“Infinera”), a Sunnyvale-based technology company. Infinera’s common shares were registered pursuant to Section 12(b) of Securities Exchange Act of 1934 and publicly traded on the NASDAQ Stock Market under the ticker symbol INFN. During Brown’s employment at Infinera, he was regularly privy to material nonpublic information about Infinera’s financial performance and financial projections. Beginning in or about April 2016 and continuing until the termination of his employment from Infinera in November 2017, Brown admitted that he regularly shared material nonpublic information that he obtained during his employment with Wylam. Brown admitted he knew Wylam intended to, and did, use the material nonpublic information to purchase Infinera securities in advance of Infinera’s quarterly public earnings announcements.
According to Wylam’s plea agreement, Wylam admitted that between April 2016 and November 2017, he obtained material nonpublic information about Infinera, and then engaged in transactions in Infinera securities. Wylam admitted that he obtained this material nonpublic information directly from Brown. As with Brown, Wylam admitted Infinera’s common shares were registered pursuant to section 12(b) of Securities Exchange Act of 1934 and publicly traded on the NASDAQ Stock Market under the ticker symbol INFN. Wylam acknowledged the gross gains he made from trading based on material nonpublic information belonging to Infinera that he received from Brown amounted to approximately $999,959.
The plea agreements further revealed the steps Brown and Wylam took to conceal their actions and relationship. Both men admitted to having begun using the messaging application WhatsApp to communicate with each other because of its encrypted communications and as an extra measure to conceal the facts that Brown was providing Wylam with material nonpublic information and that the two were friends. Both men admitted that Wylam also “unfriended” Brown on Facebook to achieve these ends.
In sum, Brown and Wylam were each charged with one count of securities fraud, in violation of 18 U.S.C. § 1348. The maximum statutory penalties for a violation of 18 U.S.C. § 1348 is 25 years in prison and the greater of either $250,000 or twice the gross gain made from the offense. The court also may order additional terms of supervised release, fines, forfeitures, and restitution; however, any sentence following conviction would be imposed by the court only after consideration of the U.S. Sentencing Guidelines and the federal statute governing the imposition of a sentence, 18 U.S.C. § 3553. Judge Breyer scheduled the sentencing hearing for both defendants for October 28, 2021, at 10:30 a.m.
The Securities and Exchange Commission has filed a separate enforcement action against Brown and Wylam and four others. The announcement of that action can be viewed here.
Assistant U.S. Attorney Kyle Waldinger is prosecuting the case with assistance from Kathy Tat. This case was investigated by the FBI. The Department of Justice appreciates the assistance of the Securities and Exchange Commission.