INDEX OF DEFINED TERMS - Banca di Legnano

Level: 2 – From: 2 – Wednesday, July 21, 2010 – 13:20 – eprint6 – 4247 Section 10
General Information
violated fiduciary duties in connection with the Acquisition by, among other things, failing to disclose: (i)
the financial condition and 2008 fourth quarter losses experienced by ML&Co. and (ii) the extent of the
due diligence conducted in connection with the Acquisition. The complaint also brings a cause of action
for waste of corporate assets for, among other things, allegedly subjecting the Issuer to potential material
liability for securities fraud. The complaint seeks unspecified damages and other relief. On October 6,
2009, the Superior Court granted defendants’ motion to stay the action in favor of derivative actions
pending in the Delaware Court of Chancery.
On September 25, 2009, an alleged shareholder of the Issuer filed an action against the Issuer, and
its then Chief Executive Officer in Superior Court of the State of California, San Francisco County. The
complaint alleges state law causes of action for breach of fiduciary duty, misrepresentation and fraud in
connection with plaintiff’s purchase of the Issuer’s common stock, based on alleged failures to disclose
information regarding ML&Co.’s value. The action, entitled Catalano v. Bank of America, seeks
unspecified damages and other relief. Defendants have removed the action to the U. S. District Court for
the Northern District of California, and have requested that the MDL Panel transfer the action to the U.S.
District Court for the Southern District of New York for coordinated or consolidated pre-trial proceedings
with the related litigation pending in that Court. On December 11, 2009, defendants removed the action to
the U.S. District Court for the Northern District of California. On February 5, 2010, the MDL Panel
transferred the action to the U.S. District Court for the Southern District of New York for coordinated or
consolidated pre-trial proceedings with the related litigation pending in that Court.
On December 22, 2009, the Issuer and certain of its officers were named in a purported class action
filed in the U.S. District Court for the Southern District of New York, entitled Iron Workers of Western
Pennsylvania Pension Plan v. Bank of America Corp., et al. The action is purportedly brought on behalf of
all persons who purchased or acquired certain Issuer debt securities between September 15, 2008 and
January 21, 2009 and alleges that defendants violated Sections 10(b) 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) certain defendants’ 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 additional government assistance in completing the Acquisition. The complaint seeks
unspecified damages and other relief. The parties in the securities actions in the In re Bank of America
Securities, Derivative and Employment Retirement Income Security Act (ERISA) Litigation have requested
that the District Court consolidate this action with their actions.
On January 13, 2010, the Issuer, ML&Co. and certain of the Issuer’s current and former officers and
directors were named in a purported class action filed in the U.S. District Court for the Southern District
of New York entitled Dornfest v. Bank of America Corp., et al. The action is purportedly brought on behalf
of investors in Issuer option contracts between September 15, 2008 and January 22, 2009 and alleges that
during the class period approximately 9.5 million Issuer call option contracts and approximately eight
million Issuer put option contracts were already traded on seven of the Options Clearing Corporation
exchanges. The complaint alleges that defendants violated Sections 10(b) 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) certain defendants’ 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 additional government assistance in completing the Acquisition. The plaintiff class allegedly
suffered damages because they invested in Issuer option contracts at allegedly artificially inflated prices
and were adversely affected as the artificial inflation was removed from the market price of the securities.
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