Thain Subpoenaed in New York's Inquiry Into Merrill Lynch Bonuses

By Stephen Bernard and Ieva M. Augstums
Associated Press
Wednesday, January 28, 2009

NEW YORK, Jan. 27 -- The New York attorney general on Tuesday issued subpoenas to former Merrill Lynch chief executive John Thain and Bank of America's chief administrative officer, J. Steele Alphin, amid an investigation into bonuses Merrill paid executives just before being sold to Bank of America.

Thain, 53, was the head of the newly combined company's wealth management division before he resigned last week. The resignation came shortly after reports surfaced that billions of dollars were paid to Merrill executives in late December.

Those bonuses were paid as Merrill was about to report a $15 billion fourth-quarter loss, and while Bank of America was seeking more federal funds to help it absorb the mounting losses at the New York-based investment bank.

Attorney General Andrew Cuomo's investigation will center on trying to determine why the timetable for paying the bonuses was moved up to December from its normal period in January; who knew about the bonuses; and how Merrill could justify spending billions of dollars on bonuses knowing it was on the brink of reporting a multibillion-dollar loss for the quarter, a person familiar with the probe told The Associated Press. The person spoke on condition of anonymity because the investigation is ongoing.

Thain did not accept a bonus last year. Nor did four other top executives at Merrill: its chief operating officer, its president of global wealth management, its chief financial officer and its general counsel.

Bank of America has said in recent days that it knew about the bonuses but had no authority over the payout because the Merrill sale had not been completed. On Monday, Bank of America spokesman Scott Silvestri said: "John Thain and the Merrill Lynch compensation committee made the decision on the amount and timing of year-end compensation at Merrill Lynch. We had no legal right to challenge it."

On Tuesday, Silvestri said the Charlotte-based bank would not comment specifically about the investigation but said the bank is cooperating with authorities. A spokesman for John Thain declined to comment on the investigation.

Bank of America is scheduled to hold a quarterly board of directors meeting Wednesday, and the Merrill deal is likely to be a hot topic of conversation. Bank of America was struggling even before it closed the deal for Merrill, having lost $2.39 billion during the fourth quarter, its first quarterly loss in 17 years.

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