The Bank of America Securities Litigation

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

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