Stull, Stull & Brody Announces Class Action on Behalf of Shareholders of Bank of America Corporation

NEW YORK, NY--(Marketwire - February 3, 2009) - Attorney Advertising. Notice is hereby given that a class action has been commenced in the United States District Court for the Southern District of New York arising from the proxy communications and other public disclosures concerning the acquisition (the "Acquisition") by Bank of America Corporation ("Bank of America" or the "Company") (NYSE: BAC) of Merrill Lynch & Co., Inc. ("Merrill Lynch").

Stull, Stull & Brody has substantial experience representing employees who suffered losses from purchases of their employer's stock in their 401(k) plans. If you bought BofA stock through your BofA retirement account and have information or would like to learn more about these claims, please contact us.

As set forth in the Complaint, the action is brought on behalf of a class that consists of (i) all Bank of America shareholders who held shares as of the record date of October 10, 2008 and were entitled to vote with respect to the Acquisition at a December 5, 2008 special meeting of Bank of America shareholders and were damaged thereby, and (ii) all persons who purchased or otherwise acquired the securities of Bank of America in the period from January 2, 2009 through January 20, 2009 (the "Class Period") and were damaged thereby (together, the "Class").

The Complaint asserts claims under Section 14(a) of the Securities Exchange Act (the "Exchange Act") and Rule 14a-9 promulgated thereunder by the Securities and Exchange Commission ("SEC"). The Complaint also asserts separate claims under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder by the SEC. The defendants named in the Complaint are Bank of America, the Company's Chief Executive Officer Kenneth D. Lewis ("Lewis"), and John A. Thain ("Thain"), the former Chief Executive Officer of Merrill Lynch.

As alleged in the Complaint, on September 15, 2008, Bank of America and Merrill Lynch announced that they had entered into an agreement for Bank of America to acquire Merrill Lynch in an all-stock transaction valued at approximately $50 billion. In order to consummate the transaction -- which required the approval of Bank of America shareholders -- Bank of America and Merrill Lynch issued a joint proxy statement dated October 31, 2008 (the "Proxy Statement") to the shareholders of Bank of America soliciting their approval for and recommending a vote in favor of the Acquisition.

The Complaint alleges that the Proxy Statement contained numerous material misstatements and omissions. In particular, the Proxy Statement did not accurately disclose Merrill Lynch's financial condition and did not disclose the significant risks and liabilities that Bank of America and its shareholders would be assuming by acquiring Merrill Lynch. Nor did the Proxy Statement reveal that Bank of America and its advisors had not conducted adequate diligence on Merrill Lynch and that, as a result, they lacked a reasonable basis for the recommendations and other statements set forth in the Proxy Statement.

As a result of the material misstatements and omissions contained in the Proxy Statement, the Acquisition was overwhelmingly approved, with 82% of votes cast in favor of the transaction.

As also alleged in the Complaint, on January 1, 2009, the date the Acquisition closed, Bank of America issued a press release announcing the Acquisition's completion. The press release contained numerous positive statements concerning the Acquisition and the joined companies, announcing the "creat[ion of] a premier financial services franchise with significantly enhanced wealth management, investment banking and international capabilities." As alleged in the Complaint, these statements were materially false and misleading when made in that they did not reveal that Merrill Lynch's financial condition was in such a deteriorated state that Bank of America had considered withdrawing from the Acquisition prior to closing and, in fact, only completed the transaction because the federal government had undertaken to assist Bank of America to absorb the acquisition of Merrill Lynch by, among other things, engaging in a dilutive purchase of additional Bank of America shares.

Investors began to learn the true nature of the financial condition of Bank of America and the disastrous effect the Acquisition had on its financial position through a series of disclosures, including Bank of America's January 16, 2009 announcement of a loss for the fourth quarter of $1.79 billion, which was led by a stunning $15.31 billion fourth quarter net loss at Merrill Lynch. These revelations and others caused the price of Bank of America stock to tumble, from a closing price of $10.20 per share on January 14, 2009 to close at $5.10 per share on January 20, 2009, a 50% decline.

Plaintiff seeks to recover damages on behalf of all those who purchased or otherwise acquired BofA common stock during the Class Period, which is between July 21, 2008 and January 20, 2009. If you purchased or otherwise acquired BofA common stock during the Class Period, and either lost money on the transaction or still hold the securities, you may wish to join in the action to serve as lead plaintiff. If you purchased BofA common stock during the Class Period, you may request that the Court appoint you as lead plaintiff no later than March 22, 2009.

A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation. In order to be appointed lead plaintiff, the Court must determine that the class member's claim is typical of the claims of other class members, and that the class member will adequately represent the class. Under certain circumstances, one or more class members may together serve as "lead plaintiff." Your ability to share in any recovery is not, however, affected by the decision whether or not to serve as a lead plaintiff. You may retain Stull, Stull & Brody, or other counsel of your choice, to serve as your counsel in this action. Stull, Stull & Brody has litigated many class actions for violations of securities laws in federal courts over the past 40 years and has obtained court approval of substantial settlements on numerous occasions. Stull, Stull & Brody maintains offices in New York and Los Angeles.

If you wish to discuss this action or have any questions concerning this notice or your rights or interests with respect to these matters, please contact Aaron Brody, Esq. at Stull, Stull & Brody by e-mail at SSBNY@aol.com, by calling toll-free 1-800-337-4983, or by fax at 212/490-2022, or by writing to Stull, Stull & Brody, 6 East 45th Street, New York, NY 10017. You can also visit our website at www.ssbny.com.

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