INDEX OF DEFINED TERMS - Banca di Legnano

Level: 2 – From: 2 – Wednesday, July 21, 2010 – 13:20 – eprint6 – 4247 Section 10
General Information
coordinated or consolidated pretrial proceedings with the securities actions, ERISA actions, and derivative
actions pending in the U.S. District Court for the Southern District of New York. The securities actions,
ERISA actions and derivative actions have been separately consolidated and are now pending under the
caption In re Bank of America Securities, Derivative, and Employment Retirement Income Security Act
(ERISA) Litigation.
On September 25, 2009, plaintiffs in the securities actions in the In re Bank of America Securities,
Derivative and Employment Retirement Income Security Act (ERISA) Litigation filed a consolidated
amended class action complaint. The amended complaint is brought on behalf of a purported class, which
consists of purchasers of the Issuer’s common and preferred securities between September 15, 2008 and
January 21, 2009, holders of the Issuer’s common stock or Series B Preferred Stock as of October 10,
2008 and purchasers of the Issuer’s common stock issued in the offering that occurred on or about October
7, 2008, and names as defendants the Issuer, ML&Co. and certain of their current and former directors,
officers and affiliates. The amended complaint alleges violations of Sections 10(b), 14(a) and 20(a) of the
Exchange Act, and SEC rules promulgated thereunder, based on, among other things, alleged false
statements and omissions related to: (i) the financial condition and 2008 fourth quarter losses experienced
by the Issuer and ML&Co.; (ii) due diligence conducted in connection with the Acquisition; (iii) bonus
payments to ML&Co. employees; and (iv) the Issuer’s contacts with government officials regarding the
Issuer’s consideration of invoking the material adverse change clause in the merger agreement and the
possibility of obtaining government assistance in completing the Acquisition. The amended complaint also
alleges violations of Sections 11, 12(a)(2) and 15 of the Securities Act related to an offering of the Issuer’s
common stock announced on or about October 6, 2008, and based on, among other things, alleged false
statements and omissions related to bonus payments to ML&Co. employees and the benefits and impact of
the Acquisition on the Issuer, and names BAS and MLPF&S, among others, as defendants on the Section
11 and 12(a)(2) claims. The amended complaint seeks unspecified damages and other relief. On November
24, 2009, the Issuer, BAS, ML&Co., MLPF&S and the officer and director defendants moved to dismiss
the consolidated amended class action complaint.
On October 9, 2009, plaintiffs in the derivative actions in the In re Bank of America Securities,
Derivative and Employment Retirement Income Security Act (ERISA) Litigation filed a consolidated
amended derivative and class action complaint. The amended complaint names as defendants certain of the
Issuer’s current and former directors, officers and financial advisors, and certain of ML&Co.’s current and
former directors and officers. The amended complaint alleges, among other things, that: (i) certain of the
Issuer’s officers breached fiduciary duties by conducting an inadequate due diligence process surrounding
the Acquisition, failing to make adequate disclosures regarding ML&Co.’s 2008 fourth quarter losses and
an alleged agreement to permit ML&Co. to pay bonuses, and failing to invoke the material adverse change
clause or otherwise renegotiate the Acquisition; (ii) certain of the Issuer’s officers and certain ML&Co.
officers received incentive compensation that was inappropriate in view of the work performed and the
results achieved and, therefore, that such person should return unearned compensation; (iii) certain of the
Issuer’s officers and directors exposed the Issuer to significant liability under state and federal law and
should be held responsible to the Issuer for contribution; (iv) certain ML&Co. officers and directors and
certain financial advisors to the Issuer aided and abetted breaches of fiduciary duties by causing and/or
assisting with the consummation of the Acquisition; and (v) certain of the Issuer’s officers and directors,
certain of the ML&Co. officers and directors and certain of the Issuer’s financial advisors violated Section
14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by allegedly making material
misrepresentations and/or material omissions in the proxy statement for the Acquisition and related
materials and failing to update those materials to reflect, among other things, ML&Co.’s 2008 fourth
quarter losses and ML&Co.’s ability and intention to pay bonuses to its employees in 2008. The amended
complaint also purports to bring a direct class action claim for breach of a duty of full disclosure and
complete candor by failing to correct or update disclosures made in the proxy statement for the Acquisition
and for concealing an alleged agreement authorizing ML&Co. to pay bonuses. The direct claim is brought
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