Contact Information: CONTACT: Abraham, Fruchter & Twersky, LLP New York, N.Y. Jeffrey S. Abraham Philip T. Taylor 212-279-5050
Abraham, Fruchter & Twersky, LLP Announces Filing of Class Action Lawsuit Against Bank of America Corporation and Certain of Its Officers and Directors
| Source: Abraham, Fruchter & Twersky, LLP
NEW YORK, NY--(Marketwire - January 22, 2009) - Abraham, Fruchter & Twersky, LLP today
announced that it filed a class action lawsuit in the U.S. District Court
for the Southern District of New York arising from the proxy communications
and other public disclosures concerning the acquisition (the "Acquisition")
by Bank of America Corporation ("Bank America" or the "Company") (NYSE : BAC ) of Merrill Lynch & Co., Inc. ("Merrill Lynch").
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 wish to serve as lead plaintiff, you must move the Court by March
23, 2009. Any member of the class may move the Court to serve as lead
plaintiff through counsel of their choice, or may choose to do nothing and
remain a member of the proposed class.
If you wish to discuss this action or have any questions concerning this
notice or your rights or interests, please contact, Jeffrey S. Abraham or
Philip T. Taylor of Abraham, Fruchter & Twersky, LLP ("AF&T") at
212-279-5050, or via e-mail at jabraham@aftlaw.com or ptaylor@aftlaw.com,
respectively. AF&T is a law firm specializing in and experienced in
prosecuting shareholder class actions and has a demonstrated track record
of successfully achieving substantial results on behalf of its clients.