October 03, 2012
Bank of America Settles Shareowner Lawsuit for $2.43 billion
by Robert Kropp
The bank's 2008 acquisition of Merrill Lynch $20 billion preceded disclosure of $27.6 billion in
losses, and led to lawsuit by pension funds charging the bank with making false or misleading
In September, 2008—on the same weekend, in fact, when Lehman Brothers collapsed into
bankruptcy—Bank of America acquired Merrill Lynch, another brokerage on the brink of failure as the
financial crisis threw global markets into turmoil. Shareowners approved the acquisition in
December of that year, and soon afterward Bank of America disclosed that Merrill Lynch would post
losses of $27.6 billion.
The bank's stock price plummeted, and
several shareowners—including the State Teachers Retirement System of Ohio, the Ohio Public
Employees Retirement System, and the Teacher Retirement System of Texas—filed suit, alleging that
the bank had violated federal securities laws through a series of materially false statements and
omissions relating to the acquisition.
In the wake of the losses, Bank of America asked
for and received a second TARP bailout, of $20 billion. It had already received $23 billion from
the government through the TARP program.
Last week, Bank of America settled the lawsuit,
agreeing to pay the plaintiffs $2.43 billion, but did so without acknowledging responsibility for
what has been a described by some as "outright securities fraud." However, Ohio Attorney General Mike
DeWine said, "Not only did we accomplish an excellent financial recovery, but other companies will
look at the result here and think twice about not fully disclosing all necessary information to
The settlement increased the amount paid by the bank in response to
litigation and customer complaints to $29 billion since the financial crisis, ac
cording to the Wall Street Journal. Additionally, a civil fraud suit filed by New York State,
alleging that Bank of America and its former CEO, Kenneth Lewis, failed to disclose the Merrill
Lynch losses as was required of them, is pending.
Meanwhile, news reports indicate that
John Thain, the former CEO of Merrill Lynch, is on Republican Presidential candidate Mitt Romney's
short list of potential nominees to replace Timothy Geithner as Treasury Secretary. According to the Huffington Post, Thain "paid his executives massive bonuses before
selling Merrill Lynch to Bank of America during the height of the financial crisis with the help of
government bailout money. He tried to snag a $10 million bonus for himself as the firm was
collapsing, and he even spent $1.2 million on remodeling his office -- including on a $35,000
toilet -- as Merrill Lynch was imploding."
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