According to the press release filed January 25, 2010, the complaint alleges that BofA and certain of its officers, directors, underwriters and auditors violated the Securities Act of 1933. Specifically, on or about January 25, 2008, BofA consummated the Series K Offering selling 6 million shares of the Series K Securities for proceeds of $6 billion. On or about January 28, 2008, defendant consummated the Series L Offering selling 6.9 million shares of the Series L Securities for proceeds of $9.6 billion. On or about May 20, 2008, defendant consummated the Series H Offering selling 117 million shares of the Series H Securities for proceeds of $2.925 billion. On January 16, 2009, BofA issued a press release for the fourth quarter and full year 2008 reporting a net loss of $1.79 billion and reporting inter alia, CDO-related losses of $1.72 billion, an allowance of $2.99 billion for loan and lease losses during the quarter and writedowns of commercial mortgage-backed securities and related transactions of $853 million.
According to the complaint, the true facts omitted from the Registration Statement and Prospectuses were: (a) The Company's loans, leases, CDOs, and commercial mortgages backed securities were impaired to a far greater extent than disclosed, (b) Defendants failed to properly record losses for impaired assets, (c) The Company's internal controls were inadequate to prevent the Company from improperly reporting its impaired assets, and (d) The Company's capital base was inadequate relative to the magnitude of impaired assets.
On July 15, 2010, Judge Lewis A. Kaplan granted the motion to appoint the NECA-IBEW Pension Trust Fund as lead plaintiff and approved lead and liaison counsel. On January 18, 2011, a First Amended Complaint was filed. The defendants responded by filing motions to dismiss the First Amended Complaint on March 4, 2011. On June 8, 2011, the plaintiff filed a motion to include this case in a multi-district litigation in the United States District Court for the Central District of California. This motion was denied on August 15, 2011.
On February 6, 2012, the Court issued an order where by it stated that the Underwriter Defendants' motions to dismiss is granted in its entirety and that plaintiffs' application to amend its complaint be denied without prejudice to renewal by way of formal motion.
On March 16, 2012, the Court issued an order overruling plaintiffs' objections to the R&R and granting the defendants' motions to dismiss in all respects.