Partners on Ockham

“… Information that is material to investors. This potential liability here will be whether he knew or reasonably should have known the magnitude of merrill lynch losses when BANK OF AMERICA made its disclosure to get the shareholder vote on the — merrill lynch deal in early december. Unquote. Mr. Lewis, did BANK OF AMERICA supplement the proxy …” …more details…

“… Would this be the largest merger or acquisition that your company or the predecessor companies have taken? >> no. The nation’s bank, BANK OF AMERICA acquisition would have been — I would have to think back to the market caps, that would have been the biggest and this certainly would have been one of the biggest, however. >> certainly. …” …more details…

“… Just — how I described it, I >> thank you. And your strength, mr. Mchenry will control the balance of my time. Mr. Lewis, you’ve been with BANK OF AMERICA and its predecessor companies for how long? >> september will be 40 years. >> 40 years. How many mergers or acquisitions have you personally been …” …more details…

“… Price and packageded it up, or they — or if merrill lynch had gone through a bankruptcy and been offered to you free and clear, all of those alternatives strictly relative to BANK OF AMERICA, would have been either better or at least no worse. I can’t speak to that. But those would be options. But I can’t speak to whether it would be better or worse. …” …more details…

“… They thought that by us — by all of this happening and the uncertainty coming back into the financial system, that, in fact, that would hurt the system and so when you say "and BANK OF AMERICA," you really mean the financial system, and as a member of the financial system, you would be affected. >> yes. >> but if they went and sold it to somebody else, or lowered the …” …more details…

“… Negative forces to do so in those conversations? >> yes, sir, but I think it was in the context of them thinking that was in the best interest of BANK OF AMERICA, and the >> i’m going to call you to task a little bit. You said the best interest of i’m not going to quibble over their motives on the financial but why do you say "BANK OF AMERICA?" did you believe that they really believed this was a good deal for BANK OF AMERICA, even though you were seeing a change, which would have affected your arm’s length negotiation of a price? >> well, their concern, obviously, was from the top, and that is for the financial …” …more details…

“… Of a regulated company who, if your — if your capital dropped below a certain point could be, in fact, closed by the fdic? In other words, were you protecting B OF A’s position that you would not take an anchor that could lead to insolvency of your own company? >> yes, that was a factor. >> so we have a combination of what was mer rely really worth relative to what they were getting to B OF A stock and as a regulated entity, the real risk if you did not ensure that B OF A’s capital base was sufficient. We recently had the stress test, obviously, sufficient for you to be a going concern. I want to — at least make sure …” …more details…

“… You had cited and they had said yes, go ahead and exercise that clause, would the more likely outcome change have been a difference in the purchase price of merrill lynch relative to B OF A? >> that is one possibility, but I can’t predict it, obviously. And when you looked at the …” …more details…

“… Known that we had not strongly considered a material adverse change, they would have thought we were asleep at the switch. >> and as a fiduciary to your corporation, now the combined, but at that time B OF A, didn’t you have a responsibility to weigh that and, in fact, when in doubt, assert the possibility? In other words, if you had to …” …more details…

“… Trading in complex structured credit derivative products, what they also call correlation trading, should also have been reasonably well understood, particularly as BANK OF AMERICA itself is also active in these products, unquote. Now, mr. Lewis, how do you explain the apparent contradiction between your sworn …” …more details…