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BofA Shareholder Suit: Civil vs. Criminal Liability
July 26, 2012
[ by Howard Haykin ]
A major shareholder suit recently filed in New York against Bank of America touches on some legal issues common to both fraud lawsuits and federal white collar prosecutions. In their complaint, shareholders allege that BofA kept them in the dark regarding the full financial implications of Bank of America's 2008 purchase of Merrill Lynch that cost $50 billion.
Merrill Lynch, a symbol of Wall Street prosperity for generations, had claimed losses in excess of $8 billion in 2007, due largely to heavy investments in high-risk securities backed by subprime residential mortgages. As the bottom fell out of the housing market and foreclosures began to rise, the value of those securities plummeted. It is at that point in time when Bank of America stepped in to save Merrill from insolvency.
However, the group of shareholders say that while Bank of America executives knew that the purchase would lead to years of severe losses, they nonetheless offered to investors and the general public optimistic projections - i.e., in effect, projections through as seen through "rose-colored glasses." Since shareholders were given only upbeat, "glass half full," projections, and little if any forecasts of significant losses in the foreseeable future, they approved the acquisition without hesitation.
After the deal was approved, analysts with other firms began to investigate the companies and found a number of weaknesses in the details and with the pricing of the deal. Shortly thereafter, BofA shares lost half of their .
The failures of BofA's senior management had fiduciary duties to its investors, which required top level banking executives and others to disclose relevant facts to shareholders prior to proxy votes on large acquisitions and other important issues. In addition to the corporation, the shareholder suit names ex-BofA CEO Kenneth Lewis and current and former board members.
In an article based on a review of court documents, an NYTimes financial journalist speculated that the case will revive calls for securities regulators and federal prosecutors to seek criminal consequences for prominent executives and hold them accountable for actions that led to or perpetuated the financial crisis.
Complex Criminal Defense of Accused Financial Professionals. No matter how much is at stake in such allegedly fraudulent financial transactions, charges of wire fraud, securities fraud or fraud by the government can have serious implications for corporate officers, directors and employees - including brokers. People in those roles who feel the heat of an investigation must be prepare themselves for the perils of self-incrimination, on the chance that formal charges may be filed. A white collar fraud defense attorney can help clients fight back against unfounded or overstated suspicions and assert their statutory and Constitutional protections.
For further details, go to: [24/7 Press Release, 7/26/12].

