The Mystery of the General Counsel of BA

Timothy J. Mayopoulos was the general counsel for Bank of America (BA) until just shortly before its Merrill Lynch merger/acquisition.Â He was dismissed shortly after a meeting with BA’s CFO and just following the BA board being told about the true level of Merrill’s losses. Following these tense meetings, Mr. Mayopoulos was called out of another meeting he was having with Merrill Lynch representatives on how to combine the two firms’ legal departments.Â He wasÂ escorted from the BA headquarters in Charlotte, NC by securityÂ withoutÂ an opportunityÂ to return to his office for his personal belongings.Â The timing of his dismissal is odd.Â Â Merrill losses and the lack of disclosure to shareholdersÂ prior to the merger/acquisition are now under SEC and state investigation.Â Curiouser and Curiouser.

Mr. Mayopoulos, Joe L. Price, BA’s CFO, and Ken Lewis, BA’s CEO, have given testimony to New York Attorney General Andrew Cuomo, whose officeÂ is investigating the lack of disclosure of the extent of the losses to BA shareholders.Â Mr. Mayopoulos has cited legal ethics rules in refusing to disclose the advice he gave to Mr.Â Price and Mr.Â Lewis.Â Mr. Mayopoulos did, however, disclose that he spoke with outside counsel about that advice.Â BA has refused to waiveÂ its attorney-clientÂ privilege for Mr. Cuomo’s investigation.

BA had reached a settlement with the SEC over the lack of disclosure, a settlement that would have required a $33-million payment.Â However, a federal judge has blocked the settlement because he seeks more information about the nature of the advice given.Â Â Wouldn’t you love to know? Mr. Lewis told Cuomo’s office that Mr. Mayopoulos was dismissed because the companyÂ had too many darn executives following the merger/acquisition.Â Who’s standing firm in refusalÂ to protect whom?Â Is this an occasion when Mr. Mayopoulos wants to be ethical but the code of ethics for lawyers won’t let him?Â Or did Mr. Mayopoulos give “full speed ahead” advice and minimize Merrill’s bleeding from losses?Â There are some irreconcilable differences in stories here. And why is everyone using the privilege as a shield?

Mr. Mayopoulos has landed on his feet, as general counsel for Fannie Mae.Â However, Mr. Mayopoulos still resides in Charlotte, NC — on the same street as Mr. Ken Lewis.Â The neighborhood block parties this summer must have been tense. Â The Barometer looks forward to more information on this situation that find ethical issues swirling.

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