B of A’s Fired GC

The New York Times is adding more fuel to the Bank of America/Merrill Lynch disclosure fire with a piece yesterday about the Bank’s firing of Timothy Mayopolous, the GC at the time of the merger.

To grossly oversimplify, Bank of America decided not to disclose in a merger proxy losses in the $9 billion range that Merrill Lynch was going to report for 08Q4. According to B of A and Merrill, the non-disclosure was appropriate under the rules and made after each consulted with internal and external counsel. NY AG Andrew Cuomo is now sticking his nose in with a letter to the bank, demanding/cajoling it to waive privilege so he can investigate the issue. As you’ve no doubt read elsewhere, the Bank’s counsel, Cleary’s Lewis Liman, is sick of Cuomo’s grandstanding and has called him out for trying the case in the headlines and refusing to meet on the issue, despite repeated requests.

Four days after the merger was approved (without public disclosure at the time of the looming losses), Mayopolous was called out of a meeting in which the structure of the combined law department was being discussed and summarily fired.

It’s not eligible for the layoff tracker, but it’s interesting nonetheless.

More on the details of the firing and Mayopolous’s background, after the jump.

Mayopolous (Cornell BA ‘80, NYU JD ‘84) wore a lot of hats at B of A in addition to the Legal Department, the Corporate Secretary, Shareholder Relations (just like General Counsel of “Law is a Battlefield” fame!), Investment Administration and Enterprise Operational Risk Management functions reported to him.

That last function is particularly interesting, as according to the Times, it was B of A’s chief risk officer who was the axeman. Or axewoman, actually, since at the time the role was held by Amy Woods Brinkley, whose retirement has since been announced.

Mayopolous’s tenure at Bank of America was relatively short, lasting just under five years. Compare that to his predecessor, Paul Poling, who retired after 31 years with the bank, 16 as GC. Mayopolous was hired into the post in 2004

from Deutsche Bank AG, where he was managing director and general counsel for its Corporate and Investment Bank in the Americas. Prior to joining Deutsche Bank in 2002, Mayopoulos was managing director and senior deputy general counsel, Americas, for Credit Suisse First Boston. He joined Donaldson Lufkin & Jenrette, a CSFB predecessor company, in 1996 as associate general counsel. Mayopoulos was also in private practice at Davis Polk & Wardell in New York City from 1986 to 1994.

Out of law school, he had a clerkship (if you know where, let us know and we’ll update). Between Davis Polk and CSFB he was in Little Rock, working at the Whitewater Independent Counsel’s office.

Three years ago, Metropolitan Corporate Counsel interviewed him and asked, among other things:

Editor: How did you come to Bank of America? Would you share with us the factors that went into your decision to accept the principal legal position at one of the world’s largest financial institutions?

Mayopoulos: Several factors influenced that decision. One was that Bank of America is committed to a set of values in a way that differs from the commitment most companies express. For starters, Bank of America has the goal of being the most admired company in the world. I was struck by the way in which that goal is so forthrightly stated. Second, Bank of America is extraordinarily well run. The senior management team is extremely talented and, in addition, has a well-deserved reputation for being able to work collaboratively to accomplish the mission of the organization. There is a team-oriented culture that I find extremely attractive – and effective. Finally, it was, and is, very clear to me that the senior management team viewed a strong legal function as one of the keys to the organization’s success. I desired to be at a place where the people I work with believe that what I do – my contribution to the effort – is important.

That answer would probably be a little different right now.

At least Mayopolous landed on his feet. He’s now GC at Fannie Mae, although that’s not necessarily a plum assignment right now either. In addition to substantial leadership turnover, they’re also subject to even worse government oversight than TARP recipients.

Related posts:

1. Rakoff Won’t Rubber Stamp BofA Settlement
2. Really, BofA? Really?
3. Merrill Lynch Layoffs Revisited
4. Merrill Lynch Cuts 6 in Law Dept
5. Judge Wants Wachtell, Shearman Called on Carpet