Thursday, October 22, 2009

Bank of America has a new merger, and chooses ... the same outside counsel?

It's like the dumb girl in high school.

AmLawDaily is reporting that despite the enormous drama associated with the Merrill acquisition and merger - as advised by outside counsel Wachtell Lipton - BofA has turned to Wachtell again as it begins the process of a new and significant transaction with First Republic Bank.

Please don't misunderstand me: Wachtell is a prominent and well-respected firm, and for good reason. But in light of how ardently Wachtell's advice on the Merrill matter is being questioned, wouldn't it had been at the very least prudent to solicit a separate outside counsel's opinion as to how a major transaction should be structured?

Further: Wachtell's outside counsel on the Merrill matter generated a great deal of subsequent Wachtell billing (at BofA expense). I am confused why that performance would be rewarded with a great deal more billing for a multi-billion dollar deal with First Republic Bank? Does anyone else smell a shareholders' suit?

But I am just a Stef. FWIW: this post assumes that Wachtell did in fact structure the Merrill merger, and not that Wachtell advised against the undisclosed schedule (and Lewis ignored the advice). This blawg's discussion of the BofA drama (nightmare?) is contained here, among the executive compensation discussion.
UPDATE: Okay, so Wachtell is looking more-and-more angelic on the matter.

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