SEC Seeks To File New Charges Against BofA On Merrill Deal, Full SEC Letter Attached

Tyler Durden's picture

A little early for that retirement party Kenny?

From the WSJ:

The Securities and Exchange Commission is seeking permission to add new charges against Bank of America for failing to disclose Merrill Lynch's "extraordinary losses" in time for the shareholder vote on its takeover.

According to the SEC's letter, by the time shareholders voted on the Merrill deal December 5, 2008, Bank of America was aware that Merrill had suffered $4.5 billion in net losses during October and had estimated an additional multi-billion-dollar loss for November.

The SEC alleges that those losses constituted more than one-third of the deal's value and approximately 60% of Merrill's entire losses in the preceding three quarters, representing a fundamental change to the deal.

"Nevertheless, despite its representation that it would update shareholders, BOA kept them in the dark as they were asked to vote on the proposed merger," the SEC said in its letter to the judge.

The SEC said failing to make new disclosures about the losses "violated BOA's express undertaking to update shareholders of fundamental changes," making the proxy disclosures "false and misleading."

Bank of America said in a statement Monday: "We are disappointed that more than two months after the court-imposed deadline to amend its complaint and in the absence of any new information, the SEC now at the 11th hour is nevertheless trying to add new charges. With a trial set to begin in approximately six weeks, this would materially hinder our ability to mount a defense.

The case is scheduled for trial on March 1.



Full SEC Letter


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bugs_'s picture

Interesting that BAC isn't rolling over and playing dead.

They are still displaying an arrogance that they should

have been able to switch off after Ken left.

ATG's picture

Judge RakeOff says it all...

ShankyS's picture

$25,000 fine and admit no wrongdoing. I mean my two year old could answer that question. SEC, LMAO. Oooooh I'm scared.

SEC = Special Executive Comedian

ShankyS's picture

LOL - I guess my etsimated penalty would have been too strict.

Anonymous's picture

The SEC.... Isn't that the defunked organization that GS owns? This news is like a worn out script. I've seen this movie already.

Anonymous's picture

I think a class action lawsuit is merited against B of A/ Countrywide with the plaintiffs being anyone who has real estate that lost value because of their fiduciary malpractice.

Number 156's picture

'SEC to prosecute us?'


Anonymous's picture

This is laughable. Everyone knows GS/JPMorgan/Chase/Rockefellor/Bush/Clinton crime syndicate twisted BOA's arm to accept the Meryl Deal. BOA was the only bank that could give them a problem with their plans going forward.

Ken Lewis is lucky they havn't 'EnRoNed' him yet.

'And one bank to rule them all'


Anonymous's picture

Big deal. The S.E.C. still hasn't amended the complaint to add any parties, e.g., Ken Lewis, Ed Herlihy, Ben Bernanke, Hank Paulson. That's plainly what Judge Rakoff had in mind when he crafted the case schedule of 9/22/09. Now that the 1/2/10 discovery deadline has passed, it's too late.

Yet another instance of S.E.C. incompetence.

Anonymous's picture

"AP: SEC declares bankruptcy, Goldman-Sachs to purchase remaining portion not already owned."

Anonymous's picture

Don't forget the Fed's and the Treasury's involvement in this scam. New York Atty. General Cuomo stated in an open letter to Congress that BoA CEO Ken Lewis was acting under orders of Bernanke when he failed to disclose this information.


deadhead's picture

one of the more interesting things about this, to date at least, is how the SEC originally tried to play the "no big deal" game and assess an incredibly measly fine of 33 million bucks.

once taken to task by Rakoff (and the public?), the SEC now comes barrelling out with additional charges.

is the new rule of law that prosecutors go easy on their buds unless the public becomes aware of it, then they do the job they should have in the first place?

I don't know whether to laugh or cry, really.

the USA has become a big pile of shit.


buzzsaw99's picture

Basically, if your name is Kenny, whether it be on Wall Street or South Park, you are doomed to bite the big one before the end of every episode.

Anonymous's picture

To TD:While we are at it,may be you can present another challenge to the SEC as to why this company saw a bullish option activities on DEC 29 per Seeking Alpha:"MMR saw bullish order flow on Dec 29, when shares were at $8.51, and Nov 30, when the stock was around $7.35. Of course,so long as there is a significant departure from the mean options volume(I wish I had access to those data,then I would have done the work). By the way,the company jut announced some discovery today and suddenly they are trading at around $14

Anonymous's picture

Judge Rakoff? As in "Rack Off"? Anyone from the land of Oz downunder, will recognise this term, and is probably laughing quite hard at the irony of the name... tehehe