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

IMPORTANT UPDATE

September 15, 2017

The Court entered the Order Approving Additional Distributions from the Net Settlement Fund (you can view the Order on the District Court Documents tab).

GCG is in the process of performing its final audit procedures and proration calculations in preparation for the distribution to the newly approved Late Claims which will be conducted simultaneously with the Second Distribution to all Claimants who are eligible to receive a payment in the Second Distribution. It is anticipated that these payments will be sent by mid November 2017.


On June 26, 2015, pursuant to the Court’s Order Approving Distribution Plan (the “Initial Distribution Order”), the initial distribution to Class Members from the Net Settlement Fund created by the $2.425 billion cash portion of the settlement achieved by Lead Plaintiffs in the Bank of America consolidated securities class action was made. In addition to the cash obtained on behalf of the class, the settlement provided for certain corporate governance enhancements to be implemented or continued by Bank of America Corporation (“BoA”).

The Settlement Notice, which describes the details of the settlement and the rights of Class Members, can be obtained from the menu on the left side of this page.

The Initial Distribution Order included provisions to allow Claimants and other Class Members to bring to the attention of GCG certain specified issues. GCG and Co-Lead Counsel worked with Claimants and other Class Members to address all issues raised and, on November 14, 2016, the Motion to Approve Recommendations Regarding Post-Distribution Issues and Modification of Distribution Order to allow the Acceptance of Late Claims was filed (“Post-Distribution Issues Motion”). You can view this filing on the District Court Documents tab under Lead Plaintiffs’ Filings.

On December 22, 2016, the Court entered an Order granting the Post-Distribution Issues Motion and the processing of the Late Claims began. The Court’s Order can be viewed on the District Court Documents tab.

On August 29, 2017, the Motion to Approve Additional Distributions from Net Settlement Fund was filed. The motion, among other things, addressed the Late Claims and provided that the distribution of payments to Claimants with Late Claims be conducted simultaneously with the Second Distribution of the Net Settlement Fund to those Claimants who are eligible to receive a payment in the Second Distribution in accordance with the terms and provisions applicable to that distribution as set forth in the Initial Distribution Order. You can view this filing on the District Court Documents tab under Lead Plaintiffs’ Filings.



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
Gerald H. Silk
Hannah G. Ross
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

1251 Avenue of the Americas
New York, NY 10020
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
August 29, 2017 - Lead Plaintiffs file Motion for Approval of Additional Distributions from the Net Settlement Fund
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June 26, 2015 - Initial distribution of Net Settlement Fund conducted
May 4, 2015 - Court enters Order Approving Distribution Plan
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Nov. 5, 2014 - Court of Appeals affirms approval of Settlement
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April 8, 2013 - Court approves Settlement
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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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