PDT Staff Writer
Ohio Attorney General Mike DeWine Friday announced a historic $2.43 billion settlement in a class-action lawsuit with Bank of America over claims it made, and information it omitted, about its acquisition of Merrill Lynch that led to losses for the bank’s investors, including the State Teachers Retirement System of Ohio and the Ohio Public Employees Retirement System.
The settlement is the single largest securities class action settlement ever resolving a Section 14(a) claim - the federal securities provision designed to protect against misstatements in connection with a proxy solicitation. The settlement is one of the four largest settlement amounts ever funded by a single corporate defendant for violations of the federal securities laws.
The settlement is also the largest securities class-action settlement where executives of the defendant were not criminally charged.
“Investing involves risk. But investors, whether pension funds or individuals, expect companies to provide accurate information so they can judge that risk,” Ohio Attorney General Mike DeWine said. “Misleading investors with wrong or incomplete information is unacceptable and costly.”
It is estimated that the State Teachers Retirement System of Ohio and the Ohio Public Employees Retirement System will receive a total of $20 million. This could be higher or lower depending on the number of claims filed.
A trial was set to begin on Oct. 22 for the class action suit, filed in 2009. The suit alleged that Bank of America, Merrill Lynch, and certain current and/or former officers and directors of Bank of America or Merrill Lynch violated the federal securities laws by making a series of materially false statements and omissions in connection with the Merrill Lynch acquisition regarding billions of dollars of losses which Merrill had suffered before the shareholder vote, and an undisclosed agreement allowing them to pay billions in bonuses before the acquisition closed despite these losses.
Bank of America shareholders voted without these material facts on Dec. 5, 2008, to approve the acquisition. Bank of America’s stock price plunged when the facts were revealed in a series of disclosures in January 2009. The lead plaintiffs include the: State Teachers Retirement System of Ohio; the Ohio Public Employees Retirement System; the Teacher Retirement System of Texas; Stichting Pensioenfonds Zorg en Welzijn (the Dutch national pension fund for the health care and social sector), and Fjarde AP-Fonden, (one of the largest national pension funds in Sweden).
In addition to the Ohio public pension systems, approximately 70,000 individual Ohioans are potential class members in the case. They have been notified by the claims administrator, Garden City Group, with an office in Dublin, Ohio, of the class action. They will receive additional information about filing a claim.
Frank Lewis may be reached at 740-353-3101, ext. 232, or at firstname.lastname@example.org