Bernstein Litowitz Berger & Grossmann LLP Announces Filing of Class Action Suit Against Bank of America, Kenneth Lewis and John Thain

NEW YORK, NY--(Marketwire - January 22, 2009) - Bernstein Litowitz Berger & Grossmann LLP ("BLB&G") today announced that it filed a class action lawsuit 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"). The plaintiffs named in the action are BLB&G clients and institutional investors, Fort Worth Employees' Retirement Fund ("Fort Worth") and City of Miami General Employees' & Sanitation Employees' Retirement Trust ("Miami").

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 case is captioned Fort Worth Employees' Retirement Fund v. Bank of America Corporation, Case No., 09-CV-638.

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.

If you wish to serve as lead plaintiff, you must move the Court by March 23, 2009. If you wish to discuss this action or have any questions concerning this notice or your rights or interests, please contact Plaintiffs' counsel, Gerald H. Silk or Salvatore J. Graziano of BLB&G at 212-554-1400, or via e-mail at jerry@blbglaw.com or sgraziano@blbglaw.com, respectively. You can view a copy of the Complaint as filed online at http://www.blbglaw.com. Any member of the class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain a member of the proposed class.

Plaintiffs Fort Worth and Miami are represented by BLB&G, a firm of 50 attorneys with offices in New York, California, and Louisiana, which has extensive expertise in prosecuting investor class actions involving financial fraud. Since its founding in 1983, BLB&G has built an international reputation for excellence and integrity. Specializing in securities fraud, corporate governance, shareholders' rights, employment discrimination and civil rights litigation, among other practice areas, BLB&G prosecutes class and private actions on behalf of institutional and individual clients worldwide. Unique among its peers, BLB&G has obtained several of the largest and most significant securities recoveries in history, recovering over $20 billion on behalf of defrauded investors. More information about Bernstein Litowitz Berger & Grossmann LLP can be found online at www.blbglaw.com.

Contact Information: CONTACT: Bernstein Litowitz Berger & Grossmann LLP New York, N.Y. Gerald H. Silk 212-554-1400 Salvatore J. Graziano 212-554-1400