Bank of America Corp. and former Chief Executive Kenneth Lewis took big steps to put the financial crisis behind them by paying state and federal agencies to settle lawsuits over the acquisitions of Countrywide Financial Corp. and Merrill Lynch & Co…Mr. Lewis agreed to pay $10 million and accept a three-year ban from work at any public company as part of the New York settlement. Bank of America will cover Mr. Lewis’s penalty, according to people familiar with the deal. Mr. Lewis neither admitted nor denied wrongdoing. [WSJ]
Losing Any Credibility Whatsoever Not Such A Bad Thing For Ex-Bank CEO Who Wanted Nothing More Than The Time To Curl Up With A Good BookBy Bess Levin
Over at the Wall Street Journal today you will find a “Where are they now?” round-up of what “The Cast of the 2008 Financial Crisis” has been up to of late. Most of the entries mention books (Paulson, Geithner), current jobs on Wall Street and with the government (Thain, Bernanke, Steel, Dimon, Weinstein, Paulson), low-profiles and responses of “No comment” (Cayne, Mozilo, Fuld, Diamond). While lawyers for former BofA chief Ken Lewis did not get back to the Journal, “someone” close to the guy did offer this delightfully quaint update, which actually sounds like it was intended for his college’s alumni magazine or the Lewis family newsletter. Read more »
They said it couldn’t be done. They said it didn’t matter if it was $4.5 million or $2.5 million or if they were giving it away. They said potentials buyers wouldn’t be swayed by the pitch to “sleep where Angelo Mozilo hath slept, after a few too many troughs of Boone’s farm” (AKA “The Mozilo Bedroom”), or to impress guests with the cocktail party fodder that “that chair you’re sitting in right now the very one Ken Lewis was sitting in when he decided to buy Merrill Lynch, can’t get better investing karma than that.” They said the vomit stains on the rug would not be a selling point. They were wrong. Read more »
Are You A Financial Services Company Stuffed To Gills With Toxic Assets And/Or On The Verge Of Bankruptcy? Don’t Hold Your Breath For Brian Moynihan’s CallBy Bess Levin
Time was, Bank of America loved buying companies. Bonus points if there was a not-so-subtle suggestion by the target’s CEO that BofA would one day be very sorry for doing so, or that they would’ve been better off picking up an asbestos manufacturer, or that they were looking at roughly $40 billion (and counting) in legal fees associated with fuck-ups that were to become Bank of America’s problem, or that they would have night terrors for the rest of their lives about signing those papers. As it’s been a while since BofA went shopping, some in the financial services industry have been wondering if we can expect any announcements re: big deals anytime soon or if Ken Lewis’s unsolicited suggestions (Groupon, Sino Forest, The Thirsty Beaver, and most recently: “a P&C insurer with outsized exposure to the Northeast”) are or have ever been under consideration. Read more »
And then decided that sticking with the “worst deal in the history of American finance,” which has cost it $40 billion in cleanup so far, made them at least look like responsible adults, facing the consequences of their actions, rather than deadbeats trying to take the easy way out. Read more »
Remember when Bank of America bought Countrywide in 2008 and CFC Chief Executive Officer/Oracle Angelo Mozilo said they wouldn’t be sorry and it wouldn’t be long before BofA would “reap what Countrywide hath sowed“? He wasn’t kidding and now, finally, BAC and Ken Lewis, the guy who had the foresight to do the deal, are having their vision and skills recognized. Read more »
There are two competing theories of how companies should be governed; one says that management should have a lot of leeway to do what it thinks is best and shareholders should keep quiet and, if they’re unhappy, maybe sell their shares; the other says that shareholders own the company and anything that stands in the way of their replacing inept or corrupt management is bad. The pro-shareholder side has I guess been having a good run lately, what with Chesapeake bowing to Carl Icahn’s demands to be less evil, and with the performance of the Facebook IPO giving evil governance a bad name, but the let’s-say-anti-shareholder position is pretty well entrenched. And the leading exponents, or at least my favorite exponents,* of that view are the law firm of Wachtell Lipton, which invented the poison pill so that managers wouldn’t have to lose their jobs just because someone else wanted to buy their company and their shareholders wanted to sell it.
So let’s say you’re a CEO, and you want to buy a company, and you negotiate to buy that company for stock so your shareholders have to approve the merger. And let’s say juuuuuust hypothetically that, after you agree on the deal and mail the proxies and set up the vote and are about to complete your grand plan, you find out that the company you’re buying is sort of a piece of shit, and that you didn’t know that when you agreed to buy it. Embarrassing for you. What do you do?
Well presumably you ask your lawyers and when those lawyers happen to be Wachtell Lipton they tell you their favorite thing to tell you, which is, “you have lots of options but FOR GOD’S SAKE LEAVE THE SHAREHOLDERS OUT OF IT.” And if you were Ken Lewis in late November / early December 2008, that’s what you did. You can read here his [new lawyers'] defense of his decision not to tell Bank of America shareholders that Merrill had some massive upcoming losses before they voted to approve the acquisition of Merrill; it basically goes like this: Read more »