NY AG asks BofA for more details on Merrill deal
NEW YORK — Bank of America Corp. and the New York Attorney General’s office are sparring again over the bank’s acquisition of Merrill Lynch & Co.
Attorney General Andrew Cuomo’s office asked Bank of America to provide details by Monday about why it didn’t disclose certain information to shareholders ahead of the acquisition that closed Jan. 1.
Cuomo’s office, which has been investigating the deal, said in a letter Tuesday that Bank of America failed to let shareholders know about potential losses, write-downs and an acceleration of bonus payments to Merrill Lynch employees. Bank of America also failed to let shareholders know before they approved the deal in December that senior executives considered backing out of the Merrill Lynch purchase.
Bank of America has so far refused to say why it didn’t disclose such information, saying only that its lawyers recommended against it, according to the letter.
The attorney general’s office said it needs those details to make “fair and fully informed decisions as to what charges, if any, to bring and whether individual Bank of America officers should be charged.”
Bank of America refuted the attorney general’s claims, saying in a statement it has “cooperated extensively with the New York Attorney General’s investigation,” and that its disclosures to shareholders complied with securities laws.
The letter from Cuomo’s office comes a day ahead of an expected decision by U.S. District Judge Jed Rakoff in Manhattan about a proposed settlement between the Securities and Exchange Commission and Bank of America over shareholder disclosures about the Merrill Lynch deal.
Bank of America had agreed to pay the SEC $33 million to settle the charges. As part of that settlement, the bank did not acknowledge any wrongdoing.
However, Rakoff held up that agreement, ordering the SEC to explain why it didn’t investigate whether Bank of America executives misled shareholders about the bonuses paid by Merrill Lynch.
Merrill Lynch moved up the payment of $3.6 billion in bonuses to employees in December as it was being acquired by Bank of America.
Details of the bonus payments prompted the investigation by Cuomo’s office, which has now expanded its probe to cover all aspects of the deal and whether shareholders were properly informed about the finances of Merrill Lynch.
The bank agreed to purchase Merrill Lynch in a deal that was hastily arranged in September 2008, the same weekend that Lehman Brothers collapsed.
Bank of America, among the hardest hit bank by mounting loan losses and the recession, has received $45 billion in aid from the government. Of that $45 billion, Bank of America received $20 billion in January and guarantees to protect it against losses on hundreds of billions of dollars in loans to help it absorb mounting losses at Merrill Lynch.
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