In-House Counsel

Book Sets Bizarre BofA Scene: GC Fired Over Pay Fuss; Lawyer Tells New Boss, You're My 3rd GC Today

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Some think of top in-house lawyers as masters of the universe, but a new book may help disabuse them of that notion.

Written by Financial Times correspondent Greg Farrell, it contends that a former Bank of America Corp. general counsel, Tim Mayopoulos, was fired because he carped that those in the bank’s Charlotte, N.C., headquarters were underpaid compared to their new colleagues in the New York offices of Merrill Lynch, Corporate Counsel reports. The feds and the New York attorney general have claimed Mayopoulos was fired because he complained about merger disclosure issues.

Meanwhile, as Crash of the Titans: Greed, Hubris, the Fall of Merrill Lynch, and the Near-Collapse of Bank of America describes the day of Mayopoulos’ firing in late 2008, the shift to a new top legal dog at the Bank of America after the Merrill Lynch merger was so swift that one underling attorney’s head was spinning.

As a lawyer from Merrill, Pete Kelly, was in the midst of a contentious meeting with Mayopoulos to see what his new boss expected of him, the GC was suddenly told to hit the bricks. So, later that same day, Kelly had to meet with another GC for the bank, Brian Moynihan, for the same purpose.

“Well, uh, you’re the third general counsel I’ve been reporting to today,” a confused Kelly told Moynihan, who became the Bank of America’s CEO early this year.

Leaving the office, Kelly proceeded directly to the airport and called Greg Fleming, then Merrill’s president, Farrell writes. Kelly described the bank’s headquarters as “an insane asylum,” and told Fleming, “We have to get out of here!”

A New York Magazine review describes the highly entertaining book as “populated with singularly awful individuals who are power-hungry, clueless, conniving—or in most cases, all three.”

Executives at Merrill were so “insanely self-centered” that they lost control of their company, the review recounts, realizing only at the last moment that they had no choice but to steel themselves for a merger with folks at the Bank of America they saw as akin to the Beverly Hillbillies.

Additional coverage: “How B of A’s GC Got Fired: Leave Now, and Leave Your BlackBerry Behind” “B of A Officials Say Firing of GC Was Just a Corporate Downsizing” “SEC Says BofA GC Didn’t Get Fired over Legal Advice”

Deal Journal (Wall Street Journal): “The Untold Story of Merrill Lynch’s Final Days”

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