Friday, May 11, 2007

LANZen blog sheds light on possible weak BoA legal position

Just stumbled over this LANZen technology and strategy blog which contains an interesting analysis and would really mean that the LaSalle trick could backfire on ABN AMRO:
Here’s another interesting situation. In terms of US corporate law, Bank of America’s case looks strong and the ABN board could lose heavily if BofA’s case succeeds.

However, US corporate law lends precedence to the rights of the shareholders. As the ABN decision to sell LaSalle was taken without any consultation with the ABN shareholders, then a breach of “
fiduciary duty” would have occurred, which could simply render the entire deal null and void.

On the basis of that, it looks very unlikely that BofA could force ABN to sell them LaSalle, their only remedy would be to claim damages from the ABN board.

The situation could change overnight if an auction for LaSalle starts with more
US banks interested. BofA would have to bid or risk losing LaSalle by taking their eye off the ball. US Lawyers. You’ve got to love them, haven’t you?

Only last Friday, BofA’s chief investment officer, Ian G. Banwell suddenly resigned to launch an alternative investments company, Round Table Investment Management. His resignation was effective immediately.

Mr Banwell’s position has been taken by insider Walter J. Muller, who was the Bank’s Quantitative Finance Executive, a post he’d held since 1999. Make of that what you will…

So with LaSalle and ABN AMRO's CFO stepping down, the only one still in charge is Barclays CFO....