No one is predicting a picnic when Bank of America Corp. shareholders meet Wednesday, but after all the name-calling and hand-wringing, not much is expected to change.
Kenneth D. Lewis faces two separate votes to strip him of his chairmanship, and even though observers say losing either could deal a harsh blow to his ego, he has enough support to remain the president and chief executive.
Still, those votes will hardly be the end of Lewis' troubles. In fact, many say the embattled executive's job will only get more difficult, regardless of the outcome. For instance, angry shareholders could still remove some critical allies from the board, including O. Temple Sloan, the Charlotte company's lead independent director.
And it's not only Lewis' relationship with shareholders that needs attention. His testimony to New York Attorney General Andrew Cuomo about the pressure he felt from Washington to complete the Merrill Lynch & Co. purchase in December has hardly endeared him to his overseers.
But the $2.3 trillion-asset company disclosed in proxy materials last month that it had hired Laurel Hill Advisory Group LLC to help in soliciting proxies. It is not an unusual move, but it is an effort to ensure friendly shareholders turn in their ballots.
"That indicates concerns that the vote was going against Lewis," said D. Anthony Plath, a finance professor at the University of North Carolina at Charlotte,
Still, he noted that the board has consistently backed Lewis and, maybe even more importantly, his predecessor, Hugh McColl Jr., has never openly criticized his protege. "You also have to wonder who else the board could even bring in to do the job."
Scott Silvestri, a B of A spokesman, said he would not discuss any possible outcomes. He said the company hired Laurel Hill to aid in proxy solicitation but "not to launch any countercampaign to the various groups" challenging the executives or the board. "We have been very restrained in our response to several groups that have been misleading or not factual in their representation of the company."
Some fans rallied to Lewis' side Friday.
In a letter to the editor of American Banker, Thad Woodard, the president and CEO of the North Carolina Bankers Association, argued that B of A needs Lewis' experience to integrate the very deals that have generated criticism.
"Given the state of the economic crisis in which we are currently mired, how can anyone presume to know better than those who were called upon to make those decisions what the future holds" for B of A, Woodard wrote. "There are very few people in this world who have the combination of training, experience, talents and skills to run a company the size and complexity of Bank of America."
Woodard did acknowledge that it is "just too soon to know" whether Lewis' supporters or detractors will be validated.
One of those detractors is Jon Finger, a partner at Finger Interests Ltd. in Houston, which owns more than 1 million B of A shares. In an interview Friday, he argued that Lewis and the board did not fulfill their fiduciary obligation to shareholders, both by jumping in to buy Merrill and by failing to provide relevant information before shareholders approved the deal.
"Our goal would be to see him gone," Finger said. "I think he has the wrong focus of building a bigger company, rather than focusing on shareholder value. The media has also missed the point" on the Cuomo investigation. "It confirms that Bank of America and Lewis knew about significant losses at Merrill Lynch before the shareholder meeting."
B of A's board "so far has not made good decisions," he said. "We're trying to get the board to act independently and do what is best for shareholders. They need to be a critical overseer of management."
But Marilyn Seymann, the president and CEO of the management consulting firm M One Inc., said ousting Lewis without a strategic alternative "can be more dangerous as keeping things the same."
Detractors should have a plan for selecting the next chairman, she said. "What would the process be? Who gets to pick the new chairman? A lot of people want changes because they are angry and want blood, but change just for the sake of change is the wrong reason."
Jeffrey Sonnenfeld, a professor of management at Yale University, said Lewis could salvage a legacy "that has been diminished" since announcing the Merrill deal. "He made some bad calls at the end of a stellar career, so they should be privately working on an accelerated succession plan to let him leave with some dignity."
Plath said one option making the rounds in Charlotte would bring McColl back as chairman to oversee such a transition. "That would calm down institutional investors, and it could get Treasury off of the company's back."