INDEX OF DEFINED TERMS - Banca di Legnano

Level: 2 – From: 2 – Wednesday, July 21, 2010 – 13:20 – eprint6 – 4247 Section 10
The complaint seeks unspecified damages and other relief. Plaintiffs 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 March 25, 2010, the parties in Catalano v. Bank of America filed a stipulation and proposed
order dismissing the action without prejudice to any rights plaintiff may have as a member of any putative
class alleged in the consolidated securities action pending in the In re Bank of America Securities,
Derivative and Employment Retirement Income Security Act (ERISA) Litigation. On April 9, 2010, the
U.S. District Court for the Southern District of New York consolidated two purported class actions, Iron
Workers of Western Pennsylvania Pension Plan v. Bank of America Corp., et al. and Dornfest v. Bank of
America Corp., et al., with the consolidated securities actions in the In re Bank of America Securities,
Derivative and Employment Retirement Income Security Act (ERISA) Litigation, and ruled that the
plaintiffs in the two purported class actions may pursue those actions as individual actions, but not as class
actions.
On February 17, 2010, an alleged shareholder of the Issuer filed a purported derivative action,
entitled Bahnmeier v. Lewis, et al., in the U.S. District Court for the Southern District of New York. The
complaint names as defendants certain of the Issuer’s current and former directors and officers, and one of
ML&Co.’s former officers. The complaint alleges, among other things, that the individual defendants
breached their fiduciary duties by failing to provide accurate and complete information to shareholders
regarding, among other things: (i) the potential for litigation resulting from Countrywide’s lending
practices and the risk posed to the Issuer’s capital levels as a result of Countrywide’s loan losses; (ii) the
deterioration of ML&Co.’s financial condition during the fourth quarter of 2008, which was allegedly
sufficient to trigger the material adverse change clause in the merger agreement with ML&Co.; (iii) the
agreement to permit ML&Co. to pay up to US$5.8 billion in bonuses to its employees; and (iv) the
discussions with regulators in December 2008 concerning possibly receiving additional government
assistance in completing the Acquisition. The complaint also asserts claims against the individual
defendants for breach of fiduciary duty by failing to maintain adequate internal controls, unjust
enrichment, abuse of control and gross mismanagement in connection with the supervision and
management of the operations, business and disclosure controls of the Issuer. The Issuer is named as a
nominal defendant only and no monetary relief is sought against it. The complaint seeks, among other
things, an unspecified amount of monetary damages, equitable remedies and other relief.
Regulatory Matters
General Information
The Issuer and ML&Co. have also received and are responding to inquiries from a variety of
regulators and governmental authorities relating to among other things: (i) the payment by ML&Co. of
bonuses for 2008 and disclosures related thereto; (ii) disclosures relating to ML&Co.’s losses in the fourth
quarter of 2008; (iii) disclosures relating to the Issuer’s consideration of whether there had been a material
adverse change relating to ML&Co. and discussions with U.S. government officials in late December
2008; and (iv) the Acquisition and related proxy statement.
On August 3, 2009, the SEC filed a complaint against the Issuer, entitled SEC v. Bank of America,
in the U.S. District Court for the Southern District of New York, alleging that the Issuer’s proxy statement
filed on November 3, 2008 failed to disclose the discretionary incentive compensation that ML&Co. could
award to its employees prior to completion of the Acquisition. On September 14, 2009, the District Court
declined to approve a proposed consent judgment agreed to by the Issuer and the SEC. On 9 October
2009, the Issuer’s Board of Directors approved a limited waiver of the Issuer’s attorney-client and attorney
work product privileges as to certain subject matters under investigation by the U.S. Congress, and federal
and state regulatory authorities.
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