A judge has rejected a request by Bank of America Corp. for access to internal documents from the Securities and Exchange Commission regarding the regulator's review of a joint proxy statement outlining the bank's acquisition of Merrill Lynch & Co.
In an order Tuesday, District Judge Jed S. Rakoff in Manhattan denied a request by the Charlotte, N.C., bank for access to SEC documents regarding its internal review of the November 2008 joint proxy statement and the SEC's communications with other government agencies concerning matters at issue in the case. The judge also rejected the bank's request for documents related to the SEC's policies and practices "with respect to comparable cases."
"Because the documents sought are internal SEC communications, B of A cannot claim to have relied on them in preparing the joint proxy statement," the judge said.
The SEC has sued the bank over disclosures regarding billions of dollars in bonuses paid to Merrill Lynch employees on the eve of its acquisition by Bank of America. The $50 billion merger closed on Jan. 1.
The case has been set for trial in March after Rakoff, the district judge, rejected a $33 million settlement in the case in September.
The SEC has alleged that Bank of America told investors in proxy documents for the acquisition that Merrill Lynch agreed it wouldn't pay bonuses or other compensation to executives before the takeover deal was closed without Bank of America's consent.
However, the SEC has said that the bank had already "contractually authorized" Merrill Lynch at the time to pay up to $5.8 billion in bonuses. Bank of America has denied wrongdoing.
Merrill Lynch ultimately paid $3.6 billion in bonuses shortly before the merger closed. The investment bank reported losses of $27.6 billion in 2008.