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| Bank of America |
Bank of America Corporation (NYSE: BAC, TYO: 8648) is an American global financial services company, the largest bank holding company in the United States, by assets, and the second largest bank by market capitalization. Bank of America serves clients in more than 150 countries and has a relationship with 99% of the U.S. Fortune 500 companies and 83% of the Fortune Global 500. The company is a member of the Federal Deposit Insurance Corporation (FDIC) and a component of both the S&P 500 Index and the Dow Jones Industrial Average.
As of 2010, Bank of America is the 5th largest company in the United States by total revenue, as well as the second largest non-oil company in the U.S. (after Wal-Mart). In 2010, Forbes listed Bank of America as the 3rd "best" large company in the world.
The bank's 2008 acquisition of Merrill Lynch made Bank of America the world's largest wealth manager and a major player in the investment banking industry.
The company holds 12.2% of all U.S. deposits, as of August 2009, and is one of the Big Four banks of the United States, along with Citigroup, JPMorgan Chase and Wells Fargo—its main competitors.According to its 2010 annual report, Bank of America operates "in all 50 states, the District of Columbia and more than 40 non-U.S. countries." It has a "retail banking footprint" that "covers approximately 80 percent of the U.S. population and in the U.S." it serves "approximately 57 million consumer and small business relationships" at "5,900 banking centers" and "18,000 ATMs."
Merger of NationsBank and BankAmerica
In 1997, BankAmerica lent D. E. Shaw & Co., a large hedge fund, $1.4 billion so that the hedge fund would run various businesses for the bank. However, D.E. Shaw suffered significant loss after the 1998 Russia bond default. BankAmerica was acquired by NationsBank in October 1998.
The purchase of BankAmerica Corp. by NationsBank Corporation was the largest bank acquisition in history at that time. While the deal was technically a purchase of BankAmerica Corporation by NationsBank, the deal was structured as merger with NationsBank renamed to Bank of America Corporation, and Bank of America NT&SA changing its name to Bank of America, N.A. as the remaining legal bank entity. The bank still operates under Federal Charter 13044, which was granted to Giannini's Bank of Italy on March 1, 1927. However, SEC filings before 1998 are listed under NationsBank, not BankAmerica.
Following the US$64.8 billion acquisition of BankAmerica by NationsBank, the resulting Bank of America had combined assets of US$570 billion, as well as 4,800 branches in 22 states. Despite the mammoth size of the two companies, federal regulators insisted only upon the divestiture of 13 branches in New Mexico, in towns that would be left with only a single bank following the combination. This is because branch divestitures are only required if the combined company will have a larger than 25% FDIC deposit market share in a particular state or 10% deposit market share overall. In addition, the combined broker-dealer, created from the integration of BancAmerica Robertson Stephens and NationsBanc Montgomery Securities, was renamed Banc of America Securities in 1998.
Bonus settlement
On August 3, 2009, Bank of America agreed to pay a $33 million fine, without admission or denial of charges, to the U.S. Securities and Exchange Commission (SEC) over the non-disclosure of an agreement to pay up to $5.8 billion of bonuses at Merrill. The bank approved the bonuses before the merger but did not disclose them to its shareholders when the shareholders were considering approving the Merrill acquisition, in December 2008. The issue was originally investigated by New York State Attorney General Andrew Cuomo, who commented after the suit and announced settlement that "the timing of the bonuses, as well as the disclosures relating to them, constituted a 'surprising fit of corporate irresponsibility'" and "our investigation of these and other matters pursuant to New York's Martin Act will continue." Congressman Kucinich commented at the same time that "This may not be the last fine that Bank of America pays for how it handled its merger of Merrill Lynch." A federal judge, Jed Rakoff, in an unusual action, refused to approve the settlement on August 5. A first hearing before the judge on August 10 was at times heated, and he was "sharply critic[al]" of the bonuses. David Rosenfeld represented the SEC, and Lewis J. Liman, son of Arthur L. Liman, represented the bank. The actual amount of bonuses paid was $3.6 billion, of which $850 million was "guaranteed" and the rest was shared amongst 39,000 workers who received average payments of $91,000; 696 people received more than $1 million in bonuses; at least one person received a more than $33 million bonus.
On September 14, the judge rejected the settlement and told the parties to prepare for trial to begin no later than February 1, 2010. "The judge focused much of his criticism on the fact that the fine in the case would be paid by the bank's shareholders, who were the ones that were supposed to have been injured by the lack of disclosure. 'It is quite something else for the very management that is accused of having lied to its shareholders to determine how much of those victims’ money should be used to make the case against the management go away,' the judge wrote. ... The proposed settlement, the judge continued, 'suggests a rather cynical relationship between the parties: the S.E.C. gets to claim that it is exposing wrongdoing on the part of the Bank of America in a high-profile merger; the bank's management gets to claim that they have been coerced into an onerous settlement by overzealous regulators. And all this is done at the expense, not only of the shareholders, but also of the truth.'"
While ultimately deferring to the SEC, in February, 2010, Judge Rakoff approved a revised settlement with a $150 million fine "reluctantly", calling the accord "half-baked justice at best" and "inadequate and misguided." Addressing one of the concerns he raised in September, the fine will be "distributed only to Bank of America shareholders harmed by the non-disclosures, or 'legacy shareholders,' [and it's also] an improvement on the prior $33 million while still 'paltry,' according to the judge." Case: SEC v. Bank of America Corp., 09-cv-06829, United States District Court for the Southern District of New York.
Investigations also were held on this issue in the United States House Committee on Oversight and Government Reform, under chairman Edolphus Towns (D-NY)[69] and in its investigative Domestic Policy Subcommittee under Kucinich.
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