When all else fails, blame the lawyers…
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 were 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 favorite 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.
UPDATE: Zerhohedge has a a great update here on Tuesday’s events, including a copy of Judge Rakoff’s order from earlier today.
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Posted in Tags: comment letters, M&A |
 9 Comments » |
August 25th, 2009 at 3:24 pm
I don’t get it…
You don’t believe the lawyers are to blame…
And then you pull the ultimate douchebag move and publically name them and provide their phone numbers so that any wacko on the web can harrass them?
Maybe the reason the Times didn’t name them was because their professionalism prevents them from deliberately subjecting individuals to abuse?
So – are you a hypocrite or just a massive shit-stirrer?
August 25th, 2009 at 3:33 pm
Yes @confused – it’s a great conspiracy. One can only imagine the deluge of phone calls generated by me writing about a publicly available letter on my site.
As for the Times, maybe they didn’t name the attorneys because they didn’t know about the letter.
August 25th, 2009 at 3:54 pm
So…why provide the names and numbers?
August 25th, 2009 at 3:57 pm
I just thought it was ironic that neither Bank of America nor the SEC would name names yesterday and yet the information was available via publicly available documents on the SEC’s own site.
August 25th, 2009 at 6:48 pm
Looks like the WSJ does name the lawyers in this story though the names they cite are different than the ones in the comment letter I linked to.
August 30th, 2009 at 11:29 am
Looking at the initials MLFPS I’m guessing that they stood for Merrill,Lynch,Pierce,Fenner and Smith. The original partners?
August 30th, 2009 at 4:43 pm
Who but lawyers and judges set the moral tone of the Country; who writes the fine print and teaches the legaleese? Likewise, what profession most provides mountebanks to infest public positions of trust and leadership? What profession is chastised both in the Bible and Book of Mormons? The massive bailout by Obama has prevented thusfar a collapse, and just perhaps a lawyer roasting. Coincidence, both Obama and wife are lawyers. Almost all of his appointments are lawyers, and his song-n-dance thusfar has been nothing but fine-tuned charlatanary. As I see it, we are in the midst of a mass duping by a mountebank and arrogant Narcissist.
September 1st, 2009 at 12:02 pm
My follow-on question, “Is Michelle Leder a lawyer”? Hard to imagine that an entire leadership segment of our Country could become conspicuously corrupt. However, it does follow that giving power to crooks–is just not that smart! If you can face the truth about politics and politicans, read, H. L. Mencken, “Notes on Democracy.”
September 1st, 2009 at 12:07 pm
Time to retitle this article, “When corruption prevails [as is now], investigate the lawyers…”