| Company: | Bank of America, Merrill Lynch |
| Ticker Symbol: | BAC |
| Class Period: | Oct-10-07 to Dec-5-08 |
| Date Filed: | Jan-22-09 |
| Lead Plaintiff Deadline: | Mar-23-09 |
| Court: | Southern District of New York |
| Allegations: | |
The action is brought on behalf of a class that consists of (i) all Bank America shareholders who held shares as of the record date of October 10, 2008 and were entitled to vote with respect to the Acquisition at a December 5, 2008 special meeting of Bank America shareholders and were damaged thereby, and (ii) all persons who purchased or otherwise acquired the securities of Bank America in the period from January 2, 2009 through January 20, 2009 (the "Class Period") and were damaged thereby (together, the "Class").
The Complaint asserts claims under Section 14(a) of the Securities Exchange Act (the "Exchange Act") and Rule 14a-9 promulgated thereunder by the Securities and Exchange Commission ("SEC"). The Complaint also asserts separate claims under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder by the SEC. The defendants named in the Complaint are Bank America, the Company's Chief Executive Officer Kenneth D. Lewis ("Lewis"), and John A. Thain ("Thain"), the former Chief Executive Officer of Merrill Lynch.
The Complaint alleges that the September 15, 2008 Proxy Statement issued with respect to the Acquisition of Merrill Lynch by Bank America contained numerous material misstatements and omissions. In particular, the Complaint alleges that the Proxy Statement failed to accurately disclose Merrill Lynch's financial condition or the significant risks and liabilities that Bank America would be assuming by acquiring Merrill Lynch. In addition, the Complaint alleges that the Proxy Statement failed to disclose that Bank America had not conducted adequate due diligence on Merrill Lynch and that, as a result, the Bank America directors lacked a reasonable basis for their recommending that the Company's shareholders vote in favor of the Acquisition.
The Complaint also alleges that the press release issued by Bank America on January 1, 2009, in connection with the Acquisition's closing, was materially false and misleading because it failed to reveal that Merrill Lynch's financial condition was so bad that Bank America had considered withdrawing from the Acquisition prior to closing. In fact, as was subsequently disclosed, Bank America only completed the Acquisition because the U.S. Treasury and the Federal Reserve Board had undertaken to assist Bank America in absorbing the losses expected from the Acquisition through, among other things, a purchase of additional Bank America securities which would be highly dilutive to existing shareholders.
Investors began to learn the true facts through a series of disclosures, including Bank America's January 16, 2009 announcement of a loss for the fourth quarter of $1.79 billion, which included a stunning $15.31 billion fourth quarter net loss at Merrill Lynch. These disclosures caused the price of Bank America stock to tumble, from a closing price of $10.20 per share on January 14, 2009 to close at $5.10 per share on January 20, 2009, a 50% decline.
If you acquired the securities of the defendants during the Class Period you may, no later than the Lead Plaintiff Deadline shown above, request that the Court appoint you as lead plaintiff through counsel of your choice. You may also choose to remain an absent class member. A lead plaintiff must meet certain requirements.
