Merrill Lynch submitted a Letter of Acceptance, Waiver, and Consent (AWC) to FINRA regarding the firm’s failure to establish and maintain a supervisory system reasonably designed to comply with suitability rules for Unit Investment Trusts, also known as UITs. The conduct at issued violated FINRA Rules 3110 and 2010. Merrill Lynch’s AWC letter is available here.

Merrill Lynch describes a UIT as an investment company offering units in a “fixed portfolio of securities in a one-time public offering.” UITs end on a set maturity date. At termination, the underlying securities are sold and any proceeds are to be paid to the investors. According to Merrill Lynch, “UITs impose a variety of upfront sales charges.” The AWC gave as an example: (1) an initial sales charge, generally 1% of the purchase price; (2) a “deferred sales charge,” generally up to 2.5% of the offering price; and (3) a “creation and development fee,” generally .5% of the offering price. 

There are often other fees, according to Merrill Lynch. Most “UITs charged annual operating expenses that were paid to the sponsor out of the assets of the UIT.”

Customers who sold a UIT before maturity and used the proceeds to buy a new UIT would pay higher fees than if the customer held the first UIT until maturity. Merrill Lynch conceded, “Because of the long-term nature of UITs, their structure, and their costs, short-term trading of UITs may be unsuitable.” 

Over five years, Merrill Lynch executed around $32 billion UIT transactions in more than 185,000 accounts. This “included approximately $2.5 billion in transactions in which UITs were sold more than 100 days before their maturity dates and some or all of the proceeds were used to purchase on or more new UITs.” Merrill Lynch called these transaction “early UIT rollovers,” and “Merrill Lynch did not establish a supervisory system that was reasonably designed to identify certain early UIT rollovers.” According to the AWC, “early UIT rollovers may have caused customers to pay $8,437,223.38 in sales charges that they would not have incurred had they held the UITs until their maturity date.”

FINRA ordered Merrill Lynch to pay more than $8.4 million in restitution and fined the firm an additional $3.25 million.

Blog Wage and HourMerrill Lynch has agreed to create a $12 million fund to settle a class action lawsuit alleging it didn’t properly pay overtime to employees who provide support services for brokers.  The court for the Southern District of New York must still approve the settlement, which was announced in a filing Friday. Merrill Lynch is the retail brokerage unit of Bank of America Corp.

The lawsuit, which was filed in June 2011, alleged that Merrill Lynch client associates were paid overtime based on an incorrect and low regular rate of pay and that Merrill failed to properly record and account for all overtime hours they worked. Continue reading “Merrill Lynch settles overtime class action”

According to The New York Times, the price being paid by Bank of America for its missteps during the financial crisis rose sharply on Friday as the bank announced a $2.43 billion deal to settle accusations that it misled investors about the acquisition of Merrill Lynch.  It is the largest securities class-action lawsuit settlement yet to arise from the financial crisis.

Shareholders, led by pension funds, including those in Ohio and the Netherlands, had accused the bank of providing false and misleading statements about the health of the Wall Street firm, which, unknown to the public, was racking up huge losses in late 2008 amid turmoil in the markets. Continue reading “Bank of America settles securities class action regarding acquisition of Merrill Lynch”

On May 23, 2012, investors filed a federal class action against Facebook, saying the company shared crucial information with preferred investors before the company’s already contentious Initial Public Offering.

The class claims that Facebook, Mark Zuckerberg and the banks that underwrote the company’s IPO downgraded earnings expectations before the offering, but shared the bad news only with “certain preferred investors,” and omitted it from the registration statement and prospectus. Continue reading “Investors file securities fraud class action against Facebook”

Investors suing Bank of America Corp. won class action status for their lawsuit accusing the bank of fraudulently misleading them about the 2008 takeover of Merrill Lynch & Co. and the size of Merrill’s losses and bonus payouts.

U.S. District Judge P. Kevin Castel in Manhattan on February 6th rejected the second largest U.S. bank’s argument that the investors could not prove they suffered losses by relying on materially misleading statements or omissions. Continue reading “Securities class action against Bank of America certified”

The Financial Industry Regulatory Authority Inc. (“FINRA”) and The Charles Schwab Corporation are engaged in a legal fight over whether a brokerage firm can avoid customer class-action claims by forcing all disputes into FINRA arbitration forums.

In a complaint filed against Schwab on February 1, FINRA claims that the brokerage is violating rules by including in arbitration agreements sent to almost 7 million customers a provision requiring investors to waive their rights to bring or participate in class actions against the firm. Continue reading “FINRA and Charles Schwab lock horns over class action waivers”

In early December, 2011, Bank of America Corp. (BAC) reached a $315 million settlement with a group of investors who sued its Merrill Lynch unit claiming they were misled about mortgage-backed securities, according to a court filing.

Holders of the asset-backed certificates sued Merrill Lynch starting in December 2008 for alleged “false and misleading” prospectus statements related to the securities, according to the complaint and a brief filed on December 5 in Manhattan federal court. Continue reading “Bank of America settles mortgage securities class action”

Bank of America Corp., JPMorgan Chase & Co. and other banks may pay more to resolve claims over their alleged roles in the collapse of a $2.3 trillion mortgage-backed securities market if sophisticated investors are allowed to sue as a group with less savvy ones.

Class action status allows investors to pool financial and legal resources, giving them greater leverage to win larger settlements or verdicts.  The banks, however, have a court ruling on their side that may help fend off such blockbuster cases.  It says class status is barred because some investors are too sophisticated — in fact, because some of them are other banks, including JPMorgan. Continue reading “If class actions are certified, banks may pay more to resolve mortgage backed securities class actions”

Bank of America Corp.’s Merrill Lynch unit must face a class action suit on behalf of at least 1,800 investors over mortgage-backed securities, a federal judge ruled.

U.S. District Judge Jed S. Rakoff in Manhattan certified a class of all investors that purchased the securities from February 2006 through September 2007.  Judge Rakoff also granted the investors’ request to appoint New York-based Bernstein Litowitz Berger & Grossmann LLP as lead lawyers for the class. Continue reading “Merrill Lynch to face class action over mortgage-backed securities”