The BofA SEC Flap Seems Minor

OK, here’s the gist of the SEC complaint against Bank of America. It comes from the New York Times Deal Book.

The lawsuit involves statements Bank of America made in its proxy statement to investors about the Merrill deal. The bank told its investors that Merrill had agreed not to pay year-end performance bonuses or other incentive pay before closing the deal without Bank of America’s consent.

But after it issued the proxy report, Bank of America agreed that Merrill could pay up to $5.8 billion in year-end compensation to employees, the S.E.C. said in its complaint, which was filed in New York federal court. That agreement was memorialized in a separate bonus schedule that was omitted from the proxy statement, the S.E.C. said.

Bank of America agreed to settle the S.E.C’s charges without admitting or denying the allegations and pay a penalty of $33 million.

Here is a link to the actual SEC complaint.

It seems like much ado about very little. I don’t see the potential for much fallout here and it looks like they’ve settled already so it isn’t going to have much in the way of legs as a news story.

I’m sure we will hear the usual calls for Ken Lewis’s ouster and it might well come to that. As much as the bank’s been dragged through the mud, someone — someone big like Lewis — probably needs to get his head chopped off for PR purposes. You know, the sacrificial lamb gig.

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