On Monday, November 26, 2012, the second and final distribution of the remaining Fair Fund proceeds commenced. Payment checks were mailed to all Eligible Claimants who had cashed their initial distribution payment. Claimants who receive a payment as part of the second distribution must cash the payment check within sixty days of issuance.
All claims received after December 31, 2011 will not be processed and are ineligible to be considered for a distribution from the Fair Fund.
A copy of the Plan of Distribution can be obtained HERE.
The following is a summary of information presented in more detail in the Notice for Distribution of the SEC v. Bank of America Corporation Fair Fund, ("Notice"), which Eligible Claimants should have received in the mail, and which you can access by clicking on the Important Case Documents link above. Since this is just a summary, you should see the full Notice for additional details. Please read this information carefully.
Claim Filing Deadline - Proof of Claim Forms must be postmarked no later than November, 12, 2010.
The United States Securities and Exchange Commission (“SEC”) filed enforcement actions against Bank of America Corporation (“BAC”) alleging that BAC violated the federal proxy regulations in the merger between BAC and Merrill Lynch & Co., Inc. (“Merrill”) that closed on January 1, 2009. As part of a settlement of those actions approved by the Honorable Jed S. Rakoff of the United States District Court for the Southern District of New York on February 22, 2010, BAC paid approximately $150 million into a Fair Fund that will be distributed to investors injured by the alleged misconduct.
Following BAC’s merger with Merrill, the SEC filed two actions, SEC v. Bank of America Corp., 09-cv-6829 (JSR) (“Bonuses Action”) and SEC v. Bank of America Corp., 10-cv-0215 (JSR) (“Q4 Losses Action”) (collectively, the “Actions”). In the Bonuses Action, initially filed on August 3, 2009, the SEC charged BAC with violating Section 14(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rules 14a-3 and 14a-9 thereunder based on BAC’s failure to disclose, in proxy materials soliciting shareholder votes for approval of the merger, its authorization for Merrill to pay year-end bonuses of up to $5.8 billion to its employees prior to the closing of the merger.
In the Q4 Losses Action, filed on January 12, 2010, the SEC charged BAC with violating Section 14(a) of the Exchange Act and Rule 14a-9 thereunder based on BAC’s failure to disclose, prior to the December 5, 2008 shareholder meeting to approve the merger, extraordinary losses that Merrill sustained in October and November 2008.
On February 22, 2010, the United States District Court for the Southern District of New York (the “Court”) entered a Final Consent Judgment, pursuant to which BAC was required to pay a civil penalty of $150,000,000 and disgorgement of $1. On or about March 10, 2010, the funds paid by BAC were deposited into an interest bearing account with the Court Registry Investment System. The Court established a Fair Fund in accordance with Section 308(a) of the Sarbanes-Oxley Act of 2002. These funds, together with any interest and income earned thereon (collectively, the “Distribution Fund”), calculated after deductions expended or to be expended for taxes and fees (the “Net Distribution Fund”), will be distributed in accordance with the provisions of the Plan of Allocation to the Eligible Claimants as defined below who file timely and valid Proof of Claim Forms following the procedures set forth in this Notice and on the Proof of Claim Form (the “Distribution”). The Plan of Allocation is more fully explained in the Notice which you can access by clicking on the Important Case Documents link above.
Eligible Claimants include:
An Eligible Claimant is any of the following individuals and entities, subject to certain exceptions (as more fully explained in the Notice): All persons and entities who held shares of BAC common stock as of the close of trading on January 16, 2009 other than shares of BAC common stock that were received as a result of the exchange of shares of Merrill common stock for shares of BAC common stock in connection with BAC’s acquisition of Merrill.