HAMMOND — A federal judge sentenced to prison two Lake County brothers who couldn’t resist the lure of easy money.
U.S. District Court Judge Philip Simon imposed sentences of two years on 43-year-old Douglas Miller and six months on his 45-year-old brother, Edward Miller, on Thursday for their parts in a conspiracy of insider stock trading.
The judge is scheduled to sentence their co-defendant, Chris Salis, of California, on March 22.
The Millers pleaded guilty six months ago to securities fraud and trying to mislead federal investigators looking into the more than $500,000 profit their family and friends reaped by timing stock purchases and sales around the merger of two software companies before the public knew of the deal.
They must forfeit their share — more than $430,000.
Defense attorney Kevin Milner blamed Salis, a college chum of the Millers, for getting them involved in what the judge called “a crime of opportunity … born of greed.”
Both Milner and Jennifer Farer, an attorney for the U.S. Department of Justice, told the judge Salis, a global vice president of SAP SE, a firm in California’s Silicon Valley, learned in the fall of 2014 before the public knew that his firm was about to acquire Concur Technologies of Washington, D.C.
Salis called Douglas Miller, who Salis met their freshman year at Purdue University, to let him in on the secret and help him illegally profit from it.
The stock price of a company targeted for acquisition often spikes in the short term if the acquiring company pays a premium above the target company’s usual market value.
Buying Concur stock at a low, pre-acquisition price and selling it during the speculative surge after acquisition plans are announced was a golden opportunity the Millers needed.
They had opened Hands On Premium Car Wash in St. John in 2008 and, after years of hard work, they had recognized the business was “far from a road to riches,” as Milner put it in a memo to the judge.
After hearing of Salis’ scheme, Douglas Miller put together money to purchase the stock by enlisting his brother, Edward, and other family and friends. The government didn’t charge the others.
They sold the stock for a windfall price, as Salis had predicted they would.
Milner argued his clients weren’t sophisticated about the financial world or the breach of trust Salis had committed by conveying the inside information.
The judge commented, “This is not something Edward Miller would have dreamed up on his own.”
However, Farer said Douglas Miller knew enough to take part in a similar insider trade scheme, walked away with $40,000 and was never caught at the time.
She said they tried to avoid detection in 2014 as well by structuring their stock purchases and sales in amounts of less than $10,000.
The judge asked Farer how the federal government learned of their activities. She replied the government usually does so through an analysis of trading activity and their own insider tips from people “who want to stay on the right side of the law.”
She said once authorities began asking questions in 2015, the Millers tried to cover their tracks by lying to investigators, deleting text messages and communicating on so-called “burner phones” — prepaid cellphones they would periodically buy and throw away.
The U.S. attorney’s office indicted them in 2016 on 17 felony counts.
Farer said their crime undermined faith in the country’s stock markets and hurt traders who didn’t have the inside information and lost money by trading with the brothers.
“I’m very embarrassed by this," Edward Miller said. "I can’t believe I did this, and I’m sorry.”
Douglas Miller added, “I swear on my children … I will never do it again.”
The judge said Douglas Miller deserved a longer sentence because he played a larger role in the conspiracy.
Simon also staggered their prison terms so Edward Miller can begin his sentence in May and be out of prison by the time Douglas Miller enters in January 2020 so at least one brother is available to keep their business running.