Bank of America Corp shot back at New York Attorney General Andrew Cuomo, saying he is simply wrong to claim that the bank is hindering an investigation into its takeover of Merrill Lynch & Co.
Cuomo's office had threatened to file charges against top executives of the largest U.S. bank, claiming they failed to disclose essential details behind last fall's merger with Merrill Lynch.
In a written response to New York's legal chief sent late on Tuesday, Bank of America labeled the allegations spurious and false.
It said the bank had spent thousands of hours and produced hundreds of thousands of documents responding to the state attorney's requests, and all disclosures were legally compliant.
A copy of the Sept. 8 letter, written by lawyer Lewis Limon of Cleary Gottlieb Steen & Hamilton LLP, was obtained by Reuters. It rejected Cuomo's claims that Bank of America abused attorney-client privilege.
Because Bank of America did not violate the law, it has not offered reliance on legal advice as a defense, Liman wrote. No one has sought to take unfair advantage of the assertion of the privilege by hiding information from your Office or anyone else.
The hurried, $50 billion marriage of Bank of America and Merrill Lynch sparked public outcry amid last-minute government assistance, large bonus payouts to Merrill Lynch employees and losses at Merrill Lynch that were not publicly disclosed before the deal was completed.
On Tuesday, David Markowitz, chief of the state attorney's Investor Protections Bureau, outlined in the letter four main points of the investigation, centering around Bank of America's disclosures during the merger process, including: losses prior to the merger, goodwill writedowns as part of the deal, post-merger vote losses and accelerated bonus payments.
He gave the bank a Sept. 14 deadline to respond.
We cannot simply accept Bank of America's officers' naked assertions that they sought and relied on advice of counsel in good faith, and that, therefore, they should not be charged, Markowitz wrote.
Cuomo's threat could complicate the bank's efforts to cement its $33 million settlement with the U.S. Securities and Exchange Commission over charges it failed to disclose properly that it authorized Merrill to pay $3.6 billion of bonuses.
Bank of America shares were up 0.3 percent at $17.07 on the New York Stock Exchange on Wednesday afternoon.
(Reporting by Joe Rauch, editing by Matthew Lewis)