UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORKSECURITIES AND EXCHANGE COMMISSION,Plaintiff,-against-BANK OF AMERICA CORPORATION,Defendant.:::::::::::09-Civ.-6829 (JSR)ECF CaseSECOND AMENDEDCOMPLAINT
Plaintiff Securities and Exchange Commission (“Commission”), for its complaint againstdefendant Bank of America Corporation (“Bank of America”), alleges as follows:
SUMMARY OF ALLEGATIONS
The Commission charges Bank of America with making materially false andmisleading statements, and with omitting material information, in the joint proxy statement thatit filed with Merrill Lynch & Co, Inc. (“Merrill”) in connection with Bank of America’sacquisition of Merrill on January 1, 2009.2.
Spurred by Lehman Brothers’ collapse and the calamitous repercussions in thefinancial markets, Bank of America and Merrill negotiated a merger over the weekend of September 13-14 and announced the merger agreement on September 15, 2008. To solicitshareholder votes for approval of the merger, Bank of America and Merrill filed a joint proxystatement on November 3 scheduling the meetings of their respective shareholders for December5, 2008. To register the issuance of shares to be exchanged in the merger, Bank of America alsofiled a registration statement on Form S-4 that incorporated the proxy statement as part of theprospectus. The rules governing the use of Form S-4 required Bank of America to disclose any