As we followed yesterday’s “Bonusgate” events before Judge Jed Rakoff over why Bank of America (BAC) failed to disclose as much as $5.8 billion in bonuses to former Merrill Lynch employees, we couldn’t help but laugh out loud — LOL for you IM fans — over the “lawyers made us do it” excuse. Was that really the best they could come up with?
As today’s Times points out, it wasn’t just Bank of America that blamed the outside counsel — Wachtell, Lipton and Shearman & Sterling — the SEC also pointed the finger at the lawyers. Of course, neither the lawyers in question, nor the executives who interacted with those lawyers weren’t named. But we’ve managed to dig up a few names — and even phone numbers — for you.
First, we wanted to take a look back at some of the posts we did on this shotgun wedding based on our extensive digging through the documents. What quickly becomes clear is that while some things were disclosed deep in the filings, there was definitely a clear pattern of obstruction. One of our favourite posts on the deal was this one on Dec. 5 the day that shareholders approved the deal. As we noted at the time, a company called MLPFS stood to collect $25 million in fees upon completion of the merger. Of course, figuring out that MLPFS was a unit of Merrill took a bit of sleuthing.
But that wasn’t the only “buried in the filings” moment. As we footnoted here in mid-January, the SEC released a bunch of comment letters — including this 17-page letter sent on behalf of Bank of America from Wachtell & Lipton in response to the SEC’s questions over Bank of America’s disclosures in its S-4. The letter closes with this sentence:
Please contact the undersigned Nicolas G. Demmo (telephone no. 212-403-1381) or Matthew Guest (telephone no. 212-403-1341) of Wachtell, Lipton, Rosen & Katz, counsel to Bank of America, or John A. Marzulli, Jr. (telephone no. 212-848-8590) or Scott D. Petepiece (telephone no. 212-848-8576) of Shearman & Sterling LLP, counsel to Merrill Lynch, should you require further information or have any questions.
So if you buy the excuse that the lawyers are to blame — and it’s hard to believe that Judge Rakoff will — at least you know which lawyers are to blame.
(This post originally appeared at Footnoted.org)
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