In re Bank of America Corp. Sec. Litig., No. 09 MDL 2058 (DC) (S.D.N.Y.)

The parties in the Bank of America consolidated securities class action reached an agreement to settle the action for a total of $2.425 billion in cash and certain corporate governance enhancements to be implemented or continued by Bank of America Corporation (“BoA”), which has been approved by the Court.

On April 5, 2013, the Honorable P. Kevin Castel held a hearing to consider the Settlement and related matters. Following the hearing, Judge Castel entered a Judgment approving the Settlement, an Order Approving Plan of Allocation of Net Settlement Fund, and an Order Awarding Attorneys’ Fees and Expenses.

If you are a member of the Class defined in paragraph 1 of the Settlement Notice, your rights will be affected and you may be eligible for a payment from the Settlement. Please be sure to read the Settlement Notice to fully understand your rights. Copies of the Settlement Notice and Claim Form can be obtained from the menu on the left side of this page.

IMPORTANT DEADLINE

April 25, 2013 Claim Filing Deadline. The postmark deadline for submission of a claim form was April 25, 2013.

Update: All claims submitted in connection with the settlement of this litigation have been processed. While, on November 5, 2014, the Second Circuit Court of Appeals issued its ruling affirming the judgment of the District Court approving the settlement, this ruling is subject to further appeals. Because there remains the possibility of further appeals, distribution of the settlement proceeds cannot be made unless and until the ruling by the Court of Appeals becomes final. Counsel will move the District Court for an order authorizing the distribution of the settlement proceeds to eligible claimants as soon as the period for further appeals has expired if no further appeal is taken. If a further appeal is taken, a distribution cannot occur until the appellate process has been completed with the approval of the settlement upheld. Please continue to check this website for updates regarding both the appeals process and the distribution.



Background

The State Teachers Retirement System of Ohio, the Ohio Public Employees Retirement System, the Teacher Retirement System of Texas, Stichting Pensioenfonds Zorg en Welzijn, represented by PGGM Vermogensbeheer B.V., and Fjärde AP-Fonden are Court-appointed Co-Lead Plaintiffs and are represented by lead counsel Kessler Topaz, Bernstein Litowitz, and Kaplan Fox in this securities fraud class action arising out of the merger between Bank of America Corp. ("BoA") and Merrill Lynch & Co ("Merrill") announced on September 15, 2008 and that closed on January 1, 2009.

On September 25, 2009, Co-Lead Plaintiffs filed their Consolidated Amended Class Action Complaint (the "CAC"). The gravamen of the CAC is that, throughout the Class Period, Defendants violated the federal securities laws by making a series of highly-material false statements and omissions concerning: (1) Defendants' secret agreement to allow Merrill to pay, on an accelerated basis and prior to the close of the Merger, up to $5.8 billion in bonuses to its executives and employees; (2) Merrill's undisclosed losses, which were in excess of $15 billion during October and November 2008 alone; (3) BoA's own unprecedented losses; (4) the internal debate prior to the shareholder vote on the Merger amongst senior BoA officers concerning invoking the material adverse change clause ("MAC") in the Merger agreement, as a result of Merrill's massive losses; (5) BoA senior management's decision to invoke the MAC within days of the shareholder vote; (6) BoA's agreement to proceed with the Merger only after the Secretary of the Treasury threatened to fire BoA's senior management and the Board if they invoked the MAC; and (7) the $138 billion taxpayer bailout BoA required to close the Merger.

The truth about Merrill's financial condition and its materially adverse impact on BoA was not revealed until January 12, 2009, and investors did not learn of the massive taxpayer bailout until January 15. On January 21, 2009, investors finally learned that despite Merrill's staggering losses, BoA had allowed Merrill to pay $3.6 billion in bonuses before the merger closed. As these facts became known, the price of BoA common stock plummeted from $12.99 per share to a low of $5.10 per share, causing a market capitalization loss of approximately $50 billion.

COURT APPOINTED LEAD COUNSEL

KESSLER TOPAZ MELTZER & CHECK, LLP

Gregory M. Castaldo
David Kessler
Sean M. Handler
Darren J. Check
Sharan Nirmul
Jennifer L. Joost
Richard A. Russo, Jr.
Joshua D'Ancona
BERNSTEIN LITOWITZ
BERGER & GROSSMANN LLP

Max W. Berger
Steven B. Singer
Gerald H. Silk
Hannah G. Ross
Boaz A. Weinstein
Ann Lipton
John J. Rizio-Hamilton
Katherine M. Sinderson
KAPLAN FOX & KILSHEIMER, LLP

Robert N. Kaplan
Frederic S. Fox
Joel B. Strauss
Donald R. Hall
Hae Sung Nam
Melinda D. Campbell
Irina Kobylevsky
Damien H. Weinstein
Information regarding the bar admissions of the attorneys at
Kessler Topaz Meltzer & Check, LLP,
Bernstein Litowitz Berger & Grossman, LLP and
Kaplan Fox & Kilsheimer, LLP
may be viewed via the links to the respective firms' websites.
Kessler Topaz Meltzer & Check, LLP
280 King of Prussia Road
Radnor, PA 19087
Tel.: 610.667.7706
Fax: 610.667.7056
www.ktmc.com
Bernstein Litowitz Berger
& Grossmann LLP

1285 Avenue of the Americas
New York, NY 10019
Tel: 212.554.1400
Fax: 212.554.1444
www.blbglaw.com
Kaplan Fox & Kilsheimer, LLP
850 Third Avenue, 14th Floor
New York, NY 10022
Tel: 212.687.1980
Fax: 212.687.7714
www.kaplanfox.com
NEWS
Dec. 24, 2012 - Settlement Notice and Claim Form are available
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Dec. 4, 2012 - Court preliminarily approves Settlement
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Sep 28, 2012 - Pension Funds Recover $2.425 Billion for Shareholders in Bank
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Mar 21, 2012 - Notice of Pendency of Class Action
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Feb 6, 2012 - Memorandum and Order Granting Lead Plaintiffs' Motion for Class Certification and the Appointment of Class Representatives and Class Counsel
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Jul 29, 2011 - Memorandum and Order Largely Denying Defendants’ Motions to Dismiss the Consolidated Second Amended Class Action Complaint
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Oct 22, 2010 - Consolidated Second Amended Class Action Complaint
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Oct 8, 2010 - Memorandum and Order Denying Defendants’ Motion for Certification for Interlocutory Appeal, or in the Alternative, for Reconsideration
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Aug 27, 2010 - August 27, 2010 Memorandum and Order Largely Denying Defendants’ Motions to Dismiss
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Feb 24, 2010 - February 24, 2010 Final Consent Judgment as to Defendant Bank of America Corporation
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Feb 4, 2010 - Complaint filed by the Attorney General of the State of New York against Bank of America, Kenneth D. Lewis and Joseh L. Price
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Nov 24, 2009 - Memorandum of Law in Support of Defendant John A. Thain's Motion to Dismiss the Consolidated Amended Class Action Complaint
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Nov 24, 2009 - Memorandum of Law in Support of Merrill Lynch & Co.' Inc's and Merrill Lynch, Pierce, Fenner & Smith Incorporated's Motion to Dismiss the Consolidated Class Action Complaint
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Nov 24, 2009 - Memorandum of Law in Support of the Bank of America Defendants' Motion to Dismiss the Consolidated Amended Class Action Complaint
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Nov 16, 2009 - Memorandum Decision Granting Motion to Lift Stay
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Sep 25, 2009 - In re Bank of America Consolidated Amended Class Action Complaint
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Jun 30, 2009 - Order Appointing Lead Plaintiffs and Counsel
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