“Ken Lewis doesn’t like lawyers.”
He doesn’t have to like lawyers, the article asserts, but he should listen to them.
Corporate Counsel: But not liking lawyers and not listening to them are two different things. And that raised some key questions for Lewis and the Charlotte-based bank. Such as: In the tumultuous weeks leading up to the bank’s acquisition of Merrill Lynch & Co., Inc., a year ago, what did [General Counsel Tim] Mayopoulos and the bank’s outside lawyers advise? And did Lewis listen?
Whether or not Lewis, who will step down December 31, took his lawyers’ advice is now at the heart of hearings before Congress, and investigations by the Securities and Exchange Commission, the U.S. Department of Justice, and the attorneys general of New York and North Carolina. For one thing, the investigators want to know why Lewis was acting on certain information behind the scenes, while not disclosing that information to shareholders. About two dozen shareholder suits are looking at the same thing.
For example, Lewis said that the bank didn’t know about Merrill’s $5.8 billion year-end bonus pool before the shareholder vote, but it did. Then he said that the bank didn’t know about Merrill’s accelerating losses before the shareholder vote, but it did. As one in-house lawyer close to the deal put it: “His public statements show that he needs a strong general counsel, because most of us would not let our executives say things that are demonstrably, provably false. This guy really needs to take some legal advice before he speaks.”
Read the rest of article here.
Being that it’s Corporate Counsel, the article chronicles the revolving door that became the BofA in house-counsel roster, including the firing of Mayopoulos and deputy general counsel David Onorato followed closely by the departure of Merrill’s general counsel Rosemary Berkery.
“There’s too much smoke,” to not assume there was internal strife, an expert on corporate governance tells the magazine.
Like everyone else, the author of the article wants to know what corporate counsel told BofA – do the firings and departures mean the in-house guys gave Lewis & Co. advice they refused to follow?
Even if they did, we’ll all likely be left wondering forever. The much-fought-over privilege will not only prevent us from knowing the legal advice given, accepted and/or ignored, but also what is likely pretty fantastic in-house gossip.
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