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Case Study of the Bank of America and Merrill Lynch Merger
CASE STUDY OF THE MERGER BETWEEN BANK OF AMERICA AND MERRILL LYNCH Robert J. Rhee† The financial crisis of 2008 has posed innumerable problems in law, policy, and economics. A key event in the history of the financial crisis was Bank of America‟s acquisition of Merrill Lynch. Along with the fire sale of Bear Stearns and the bankruptcy of Lehman Brothers, the rescue of Merrill Lynch confirmed the worst fears about the financial crisis. Before this acquisition, Bank of America had long desired a top tier investment banking business, and Merrill Lynch represented a strategic opportunity to acquire a troubled but premier franchise of significant scale.1 As the financial markets continued to unravel after execution of the merger agreement, this golden opportunity turned into a highly risky gamble. Merrill Lynch was losing money at an astonishing rate, an event sufficient for Bank of America to consider seriously invoking the merger agreement‟s material adverse change clause. 2 The deal ultimately closed, but only after the government threatened to fire Bank of America‟s management and board if the company attempted to terminate the deal. The government took this coercive action to save the financial system from complete collapse. The harm to the financial system from a broken deal, officials feared, would have been unthinkable. The board‟s motivation is less clear. Like many classic corporate law cases, the factors influencing the board and management were complex. This case study examines these complexities, which raise important, unresolved issues in corporate governance and management. In 2008, three major investment banks—Bear Stearns, Lehman Brothers, and Merrill Lynch—collapsed or were acquired under distress, and these events played a large part in triggering the global financial crisis.3 In March, Bear Stearns † Associate Professor of Law, University of Maryland School of Law; J.D., The George Washington University; M.B.A., University of Pennsylvania (Wharton); B.A., University of Chicago. -
When Banks Act As Regulators Within a Regime of Privilege
Private Policies and Public Power When Banks Act as Regulators within a Regime of Privilege Brian Knight and Trace Mitchell MERCATUS WORKING PAPER All studies in the Mercatus Working Paper series have followed a rigorous process of academic evaluation, including (except where otherwise noted) at least one double-blind peer review. Working Papers present an author’s provisional findings, which, upon further consideration and revision, are likely to be republished in an academic journal. The opinions expressed in Mercatus Working Papers are the authors’ and do not represent official positions of the Mercatus Center or George Mason University. Brian Knight and Trace Mitchell. “Private Policies and Public Power: When Banks Act as Regulators within a Regime of Privilege.” Mercatus Working Paper, Mercatus Center at George Mason University, Arlington, VA, October 2019. Abstract An emerging trend in financial services is banks’ increasingly common refusal to do business with industries for political reasons rather than for traditional business justifications. Banks’ refusals are often explained by a desire to make a difference or send a message. While this desire may not raise a concern in most cases, banks are not like most other businesses. Banks enjoy an extensive regime of privilege provided by federal and state governments that includes barriers to market entry and exit, more favorable regulatory treatment than nonbank competitors in some areas, and direct and privileged access to services provided by the government. This paper asks whether this public power, granted to banks for the purposes of facilitating lawful commerce, is being misused when banks try to regulate downstream markets through withholding services and what, if anything, should be done to address these actions by banks. -
Brian 73334 74470 Bank of America’S Brian Moynihan
IA.coverA1.REVISE2.qxd 7/10/09 1:15 PM Page 1 IRISHIRISHAugust/September 2009 AMERICA AMERICACanada $4.95 U.S.$3.95 THE GLORY DAYS OF IRISH IN BASEBALL JUSTICE ROBERTS’ IRISH FAMILY MEMORIES OF THE GREAT HUNGER THE WALL STREET 50 HONORING THE IRISH IN FINANCE The Life DISPLAY UNTIL SEPT. 30, 2009 08 of Brian 74470 73334 Bank of America’s Brian Moynihan on family, Ireland and 09 what the future holds > AIF-Left 7/9/09 12:08 PM Page 1 AIF-Left 7/9/09 12:08 PM Page 2 MutualofAmerica 7/6/09 11:15 AM Page 1 WaterfordAD 7/10/09 2:06 PM Page 1 IA.38-41.rev.qxd 7/10/09 7:36 PM Page 38 38 IRISH AMERICA AUGUST / SEPTEMBER 2008 IA.38-41.rev.qxd 7/10/09 7:36 PM Page 39 WAL L STREET50 KEYNOTE SPEAKER THE LIFE OF Brian Bank of America’s Brian Moynihan says “It doesn’t all break your way all the time, so you’ve got to just power through it.” e has the look of an athlete, com- “He has proved in difficult environments he is pact with broad shoulders. He also very capable,” said Anthony DiNovi, co-president of has something of a pre-game Boston private-equity firm Thomas H. Lee Partners focus, a quiet intensity, and gives LP, in a Wall Street Journal article by Dan the impression, even as he Fitzpatrick and Suzanne Craig. The article addressed answers questions, that he has his Moynihan’s emergence as a right-hand man and eye on the ball and he’s not forget- potential successor to Bank of America Corp. -
Quarterly Newsletter Issue IX — July 2021
bank of america retirees Quarterly Newsletter Issue IX — July 2021 Company news 1. Bank of America reports Q2 2021 Bank of America Reports Q2 Net Income financial results of $9.2 Billion, EPS of $1.03 2. Financial and business highlights Delivering for our clients 3. Supporting small businesses across the country through the Paycheck Protection Program Bank of America’s industry leading high-tech and high-touch approach recognized by J.D. Power 4. Bank of America expands digital business-to- consumer payment offerings with Pay to Card Erica® is core to serving clients Delivering for our employees 5. An update on our return to the office plans for Financial Results Q2 2021 U.S. teammates On Wednesday, July 14, 2021, Bank of America reported net income of $9.2B or diluted earnings 6. Employee snapshots: Teammates around the world per share of $1.03 compared with $3.5B or $0.37 per diluted share in the year ago quarter. return to the office “We delivered solid earnings and returned more capital to shareholders during the quarter as we Bank of America increases U.S. minimum hourly moved to a more open economy. Our team continued to do a great job serving clients, as shown wage to $25 by 2025 by the increased levels of client activity across all of our businesses,” said Chairman and Chief Executive Officer Brian Moynihan. Delivering for our communities “More than 85% of our buildings and offices are open, and we’re welcoming our teammates 7. Update on our $1.25 billion commitment to back. -
Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.14A-12
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.14a-12 Bank of America Corporation (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) PAYMENT OF FILING FEE (Check the appropriate box): x No fee required. ¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: ¨ Fee paid previously with preliminary materials. ¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. -
Bank of America 1 Bank of America
Bank of America 1 Bank of America Bank of America Corporation Type Public [1] [2] Traded as NYSE: BAC , TYO: 8648 Dow Jones Component S&P 500 Component Industry Banking, Financial services Predecessor Bank of America NationsBank [3] Founded 1904 Headquarters Bank of America Corporate Center, Uptown Charlotte, Charlotte, North Carolina, U.S. Area served Worldwide Key people Brian Moynihan (President & CEO) Charles Holliday (Chairman) Products Credit cards, consumer banking, corporate banking, finance and insurance, investment banking, mortgage loans, private banking, private equity, wealth management [4] Revenue US$ 134.194 billion (2010) [4] Net income US$ 2.238 billion (2010) [4] Total assets US$ 2.264 trillion (2010) [4] Total equity US$ 228.248 billion (2010) [4] Employees 288,000 (2010) Subsidiaries Bank of America Home Loans, Bank of America Merrill Lynch, Merrill Lynch, U.S. Trust Corporation [5] Website BankofAmerica.com [6] References: Bank of America 2 Bank of America Corporation (NYSE: BAC [1]) is an American multinational banking and financial services corporation, the largest bank holding company in the United States, by assets, and the second largest bank by market capitalization.[7] [8] [9] [10] Bank of America serves clients in more than 150 countries and has a relationship with 99% of the U.S. Fortune 500 companies and 83% of the Fortune Global 500. The company is a member of the Federal Deposit Insurance Corporation (FDIC) and a component of both the S&P 500 Index and the Dow Jones Industrial Average.[11] [12] [13] As of 2010, Bank of America is the 5th largest company in the United States by total revenue,[14] as well as the second largest non-oil company in the U.S. -
Career Building at a Great Company the Academy at Bank of America
Career Building at a Great Company The Academy at Bank of America Career Building at a Great How does Bank of America pull this off? As most of you know, banks offer a lot of products and services and your experience Company: The Academy at in a local branch or with an online agent can vary. And with Bank of America PPP loans, high unemployment and many other financial issues changing all the time, a bank must continue to hire, train and Bank of America is a pretty amazing company. It employs support people to maintain great service. I’ve visited many approximately 212,000 employees, has $2.8 trillion in banks over my years as a consultant, and these businesses are assets and rates as one of the most engaged and diverse complex, rapidly changing and burdened with regulation. workplaces in the world. In what has been one of the most As I’ve gotten to know Bank of America better, I’ve become challenging periods in modern history, the bank’s CEO, familiar with the ways the company approaches learning and Brian Moynihan, has prioritized teammates’ health and development. Josh Bronstein, head of L&LD, explains that the wellbeing – publicly acknowledging that employees are the focus on career growth and mobility across the company is bank’s most valuable resource – through a focus on what grounded in foundational, horizontal skills that can be applied the company calls “responsible growth.” One of the ways the to many roles. These include customer service, sales and bank drives responsible growth is by being a great place to credit. -
Business North Carolina's Third Power 100 List of the State's Most
elcome to BUSINESS NORTH CAROLINA’s third Power 100 list of the state’s most influential business leaders. This year’s report features stories and interviews Wwith 27 people including the state’s most powerful pork producer, the owner of the nation’s biggest furniture store, and the banker charged with reversing Wells Fargo’s deteriorating customer-service reputation. North Carolina’s rapid growth as a major business center makes selecting the list more interesting — and difficult — each year. There are more powerful people than ever before. After taking suggestions from all corners and quizzing dozens of people for ideas, the edito- rial team settles on the names. We look for leaders who are representative of some broad categories of power: ■ Institutional powerhouses, such as university presidents Vincent Price and Jose Sartarelli and hospital bosses Michael Waldrum and Julie Ann Freischlag. ■ Middle-of-the-action folks, creating a lot of activity and, sometimes, making a lot of money. Drug-discovery investor Fred Eshelman and venture capitalist David Gardner are examples. ■ Outstanding entrepreneurs, including lending genius Doug Lebda and video-game superstar Tim Sweeney. ■ Networking powerhouses, such as lawyer Rob Harrington and banker Jim Hansen. ■ Pillars of commerce, such as software icon Jim Goodnight, auto dealer Don Flow and bank investor Chip Mahan. ■ Public company CEOs including Susan DeVore, Lynn Good and Kelly King. ■ Real estate kingpins including Andy Andrews and Roy Carroll. ■ Singular talents who make major waves in their spheres. Examples this year include restaurateur Ashley Christensen and hip-hop star J. Cole. ■ Thought leaders, including marketing experts such as Peggy Brookhouse and David Mullen. -
Our Responsible Growth Strategy Is Delivering Strong, Consistent, High-Quality Results
Bank of America Corporation 2016 Annual Report 2016 Our responsible growth strategy is delivering strong, consistent, high-quality results. Bank of America Corporation 2016 Annual Report Contents A letter from Chairman How a bank and Yoobi and CEO Brian Moynihan make school more fun 2–5 12–13 Working together to From dollars to yuan: reinvent the future of work Helping clients manage 6–7 global payments 13 Delivering for a global networking giant Growing within 8–9 our Risk Framework 14 Bonds for a better planet A Q&A with Lead 9 Independent Director Jack Bovender Focusing on client goals 15 10 Financial Highlights Redefining the client 16 experience 10–11 Our purpose is to help make financial lives better, through the power of every connection. A Letter from Chairman and CEO Brian Moynihan Our strategy of responsible growth delivered in 2016, as we earned nearly $18 billion, up 13 percent from a year ago. To put this into perspective, this was the second-most profitable year in our company’s history, exceeded only by the $21 billion we earned in 2006, prior to the economic and financial crisis. Our strong performance allowed us to return However, as U.S. interest rates begin to rise, I am $6.6 billion in capital to shareholders through a encouraged by what this signifies: an improving higher dividend, and by repurchasing common shares. U.S. economy marked by low unemployment and The latter helped offset significant shareholder increasing consumer and business confidence. It’s dilution that occurred during the financial crisis, our job to nurture this growth and help drive the real which I discuss in more detail below. -
Bank of America
Bank of America From Wikipedia, the free encyclopedia Jump to: navigation, search Not to be confused with First Bank of the United States, Second Bank of the United States, or Bank of United States. Bank of America Corporation Bank of America logo since January 1, 2002 - now Type Public company NYSE: BAC Dow Jones Industrial Average Traded as Component S&P 500 Component Industry Banking, Financial services Bank America Predecessor(s) NationsBank Founded 1998 (1904 as Bank of Italy)[1] Bank of America Corporate Center Headquarters 100 North Tryon Street Charlotte, North Carolina, U.S. Area served Worldwide Charles O. Holliday (Chairman) Key people Brian T. Moynihan (President & CEO) Credit cards, consumer banking, corporate banking, finance and Products insurance, investment banking, mortgage loans, private banking, private equity, wealth management Revenue US$ 83.33 billion (2012)[2] Operating US$ 3.072 billion (2012)[2] income [2] Net income US$ 4.188 billion (2012) [2] Total assets US$ 2.209 trillion (2012) [2] Total equity US$ 236.95 billion (2012) Employees 272,600 (2012)[2] Bank of America Home Loans, Divisions Bank of America Merrill Lynch Merrill Lynch, U.S. Trust Subsidiaries Corporation Website BankofAmerica.com References: [3] Bank of America Corporation (NYSE: BAC) is an American multinational banking and financial services corporation headquartered in Charlotte, North Carolina. It is the second largest bank holding company in the United States by assets.[4] As of 2010, Bank of America is the fifth- largest company in the United States by total revenue,[5] and the third-largest non-oil company in the U.S. -
Bank of America 2008 Annual Report
Bank of America Annual Report 2008 Bank of America 2008 Annual Report Please recycle. The front section of this annual report is printed on 100% post-consumer waste (PCW) recycled paper that is manufactured with wind power. The Financial Review is printed on 30% PCW recycled paper. © 2009 Bank of America Corporation 00-04-1364B 3/2009 668294ba_cov8294ba_cov 1 33/11/09/11/09 111:12:101:12:10 AAMM About Bank of America Corporation Bank of America Corporation (NYSE: BAC) is a publicly traded company headquartered in Charlotte, NC. As of December 31, 2008, the Corporation operated throughout the United States and in more than 30 foreign countries. The Corporation provides a diverse range of banking and nonbanking financial services and products domestically and internationally through three business segments: Global Consumer & Small Business Banking, Global Corporate & Investment Banking and Global Wealth & Investment Management. Bank of America is a member of the Dow Jones Industrial Average. The Corporation acquired Merrill Lynch & Co., Inc. on January 1, 2009. Financial Highlights (Dollars in millions, except per share information) For the year 2008 2007 $58,344 Revenue* 79% Revenue, net of interest expense* $73,976 $68,582 (in millions) Net income 4,008 14,982 Earnings per common share 0.56 3.35 Diluted earnings per common share 0.55 3.30 Dividends paid per common share 2.24 2.40 $13,440 Return on average assets 0.22 % 0.94 % 18% $7,785 Return on average common 11% shareholders’ equity 1.80 11.08 $(5,593) Efficiency ratio* 56.14 54.71 -
2014 Proxy Statement
New York Charlotte Los Angeles Houston Chicago Boston Phoenix London Johannesburg Sydney Hong Kong 2014 Annual Meeting Stockholders of 2014 Proxy Statement March 27, 2014 Dear Fellow Stockholders: I am pleased to invite you to the 2014 Annual Meeting of Stockholders to be held May 7, 2014 at 10 a.m., local time, at the Charlotte Marriott City Center, 100 West Trade Street, Charlotte, North Carolina. During the meeting, Chief Executive Officer Brian Moynihan will provide a report on our company. Our balance sheet is strong and the company is well positioned to continue to win in the marketplace. Brian’s presentation will include our business momentum and direction. We also will discuss and vote on the matters described in the notice and proxy statement. Your vote is important; please read those documents with care to ensure that your shares are represented. We look forward to your participation. Sincerely, Charles O. Holliday, Jr. Chairman of the Board Notice of 2014 Annual Meeting of Stockholders Date: May 7, 2014 Time: 10:00 a.m., local time Place: Charlotte Marriott City Center 100 West Trade Street, Charlotte, North Carolina 28202 (Enter via the Independence Center adjacent to the hotel.) Matters to be voted on: • Election of the 15 directors named in the proxy statement; • An advisory resolution to approve executive compensation, or “Say on Pay”; • A proposal to ratify the appointment of our registered independent public accounting firm for 2014; • A proposal to approve an amendment to the Certificate of Designations establishing the terms of our outstanding 6% Cumulative Perpetual Preferred Stock, Series T; • Stockholder proposals set forth on pages 55 through 61, if they are properly presented at our annual meeting; and • Any other business that may properly come before our annual meeting.