The original Complaint alleges the Registration Statement filed by FleetBoston with the Securities and Exchange Commission on January 25, 2001 and the Joint Proxy Statement and Prospectus included within the Registration Statement (collectively, the "Merger Proxy/Prospectus"), incorporated by reference FleetBoston's Form 10-K for its year ending December 31, 1999, and its Form 10-Qs for the three months ending March 31, 2000, June 30, 2000, and September 30, 2000 ("Incorporated Filings"). The Complaint alleges that the Incorporated Filings contained falsely positive and misleading information about FleetBoston's success in Latin American markets, in particular Argentina, and that the Incorporated Filings contained false financial information regarding FleetBoston's earnings stemming from its Argentinian operations and its reserves for credit losses related to loans in Argentina. This information was material to Summit shareholders considering how to vote on the Merger, including whether the Exchange Ratio accurately reflected the value of FleetBoston common stock. Staring in January 2002 and continuing into 2002, after the Merger was complete and Summit shareholders had already tendered their shares, FleetBoston shocked its investors by taking charges for credit losses on loans in Argentina amounting to approximately $2.3 billion. As a result of defendants' false statements, misrepresentations, and omissions, the price of FleetBoston securities was artificially inflated at the time of the Merger. FleetBoston shares reached a closing price of $41.00 per share on March 1, 2001, the closing date of the Merger.
NOTE: The class corresponds to all persons who exchanged shares of Summit Bancorp ("Summit") for shares of the common stock of FleetBoston Financial Corporation (NYSE: FBF) ("FleetBoston") in connection with the merger between Summit and FleetBoston, which was completed on or about March 1, 2001.
On January 10, 2003, the Court entered the Order granting the motion to consolidate cases and granting the motion for appointment of lead plaintiffs and co-lead counsel. On April 22, 2003, the plaintiffs filed an Amended Complaint, and the defendants responded by filing a motion to dismiss the Amended Complaint. On April 27, 2004, the Court entered the Order granting in part and denying in part the motion to dismiss. In September and October 2004, the plaintiffs filed motions to certify the class, which were granted in the Order entered on December 28, 2005. On December 2, 2005, the defendants filed a Motion for Partial Summary Judgment on the Pleadings. On March 5, 2007, that motion was denied. On November 28, 2007, reassigned Judge Garrett E. Brown, Jr. signed the Order granting the motion to expand class definition, granting the defendants’ motion for clarification of earlier order denying the motion for partial summary judgment, and denying the plaintiffs’ application to amend the complaint.
On December 24, 2008, Judge Brown signed the Stipulation Order dismissing the case as settled. According to the Order, it is hereby stipulated and agreed by and between the undersigned counsel for plaintiff and defendants Bank of America Corporation, as successor in interest to FleetBoston Financial Corporation, and the individual defendants, stipulate to the dismissal with prejudice of the claims asserted by the Plaintiff against the Defendants, without costs, in accordance with the Settlement Agreement dated December 4, 2008 between them, and Plaintiff acknowledges receipt of the payment set forth therein.