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Securities and Exchange Commission v. Bank of America Corporation

United States District Court for the Southern District of New York
653 F. Supp. 2d 507 (S.D.N.Y. 2009)


Facts

On August 3, 2009, the United States Securities and Exchange Commission (SEC) (plaintiff) brought suit against Bank of America Corporation (Bank of America) (defendant). The SEC alleged that Bank of America had defrauded its shareholders by making false statements in its November 3, 2008, proxy statement issued in advance of a $50 billion acquisition of Merrill Lynch & Co. (Merrill). Bank of America had stated that Merrill had agreed not to pay year-end bonuses to its executives prior to the merger, but in fact, Bank of America had authorized Merrill to pay up to $5.8 billion in year-end bonuses. On the same day the suit was filed, the parties sought the district court’s approval of a proposed Consent Judgment. The Consent Judgment would enjoin Bank of America from making false statements in proxy statements and would impose a fine of $33 million. Bank of America neither admitted nor denied culpability in the Consent Judgment.

Rule of Law

Issue

Holding and Reasoning (Rakoff, J.)

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