NEW YORK, April 16 /PRNewswire/ -- Abbey Spanier Rodd & Abrams, LLP announces the commencement of a class action lawsuit in the United States District Court for the Southern District of New York (09-cv-3748) on behalf of a class (the 'Class') of all holders of Merrill Lynch & Co., Inc. (NYSE: MER) ('Merrill Lynch') common stock as of October 10, 2008, the record date for the acquisition of Merrill Lynch by Bank of America Corporation (NYSE: BAC) ('BofA') on January 1, 2009 (the 'Acquisition') and/or who acquired BofA common stock pursuant to the consummation of the Acquisition.
The Complaint alleges that defendants made material misstatements and omitted information regarding Merrill Lynch's deteriorating financial condition and ultimately the combined companies in public statements and regulatory filings, including, but not limited to, the Joint Proxy Statement and the Registration Statement on Form S-4 issued in connection with the Acquisition. More specifically, the Complaint alleges violations of Section 14(a) of the Securities Exchange Act of 1934 ('1934 Act'), and Rule 14a-9 promulgated thereunder and Sections 11 and 12(a)(2) of the Securities Act of 1933. The Complaint alleges that defendants violated Section 14(a) by their: (a) dissemination of the false and misleading Proxy Statement; and (b) failure to update the Proxy Statement prior to the December 5, 2008 vote on the Acquisition. In addition, more than 1.7 billion shares of BofA common stock were issued to Merrill Lynch shareholders pursuant to the Acquisition. The complaint alleges that defendants violated Section 11 by their: (a) dissemination of the false and misleading Registration Statement; and (b) failure to update the Registration Statement prior to the January 1, 2009 consummation of the Acquisition. The Complaint also alleges violations Sections of 10(b) and 20(a) of the 1934 Act, and Rule 10b-5 promulgated thereunder. Defendants include Merrill Lynch, BofA, John A. Thain, Kenneth D. Lewis, Merrill Lynch Pierce Fenner & Smith, Nelson Chai, Gary Carlin, Joe L. Price, and Neil A. Cotty.
The truth regarding Merrill Lynch's financial condition and the condition of the combined companies remained concealed until six weeks after shareholders voted for the Acquisition.
