According the the complaint (shown below), BOA sent shareholders proxy materials about the proposed merger telling them that it wouldn’t pay Merrill execs their traditional year-end performance bonuses before closing its deal to aquire the investment house without first getting consent.

A prior undisclosed agreement allowed Merrill executives up to be paid up to $5.8 billion in bonuses for 2008, according to the S.E.C., but BOA’s proxy statement disclosures were rendered materially false and misleading by failing to disclose this information.

You can read the SEC’s complaint here:

  • BofA pays $44M SEC fine over Merrill bonuses (AP)
  • Press Release: SEC Charges Bank of America for Failing to Disclose Merrill Lynch Bonus Payments, S.E.C. (Aug. 3, 2009)
  • Your Money In Their Pockets: N.Y. A.G. Cuomo’s Exec Bonus Report
  • S.E.C., Enforcement Division

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