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Bank of America to disclose Merrill Lynch documents, agrees to provide details on bonus payments made to its executives

By Elizabeth Haggar for CEOWORLD Magazine Updated:October 13, 2009

Bank of America Corp., (NYSE:BAC) giving up a months-long fight with regulators, plans to turn over documents revealing legal advice it received on its purchase of Merrill Lynch.

Bank of America spokesman Larry DiRita said, “Given the pressure in multiple inquiries to provide additional insight, we’ve decided to waive it in this matter to get the issue behind us.”

“We’ve got nothing to hide and are certain we did everything proper in the context of the Merrill acquisition,” he added.

The office of Attorney General Andrew M. Cuomo of New York has released the letter by Bank of America outside counsel, Lewis Liman at Cleary Gottlieb Steen & Hamilton. In it, Mr. Liman outlines what information his client will be releasing to Mr. Cuomo and other regulators, including the nonpublic disclosure statement attached to the public merger proxy.

Bank of America agreed to provide new information about bonus payments made to Merrill Lynch executives just before the bank acquired the troubled Wall Street firm last year, officials said Tuesday.

Statement by SEC Spokesman:

“We have reached agreement with the Bank of America on proposed terms of a court order governing disclosure of information previously withheld on the basis of legal privileges. The order is subject to the approval of Judge Jed Rakoff. If entered by the court, the order would result in a broad waiver of the attorney-client and other legal privileges on matters that are the subject of our pending action against the Bank as well as ongoing investigation.

“In particular, the order negotiated by the SEC would allow us to assess further details surrounding the Bank’s failure to disclose to its shareholders critical information concerning the award of bonuses to Merrill employees, including any relevant information previously withheld based on attorney-client or other privileges. In addition, the order would allow for investigation of previously privileged details of Bank of America’s consideration of whether to invoke the material adverse change clause in its agreement to merge with Merrill Lynch, its decisions about whether to disclose impairment of goodwill of Merrill Lynch and other financial results of Merrill Lynch during the fourth quarter of fiscal year 2008, and its communications with the Federal Reserve Board, the U.S. Department of the Treasury, and other federal officials regarding the provision of federal assistance in connection with its merger with Merrill Lynch.

“The order would also authorize any information disclosed to the SEC to be disclosed to other governmental authorities, including federal and state regulators, so that they are able to assess the same information as the SEC.”

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