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Merrill Lynch

Merrill Lynch & Co., Inc. is a global financial services firm owned by Bank of America now known as Bank of America Merrill Lynch. The firm was acquired by Bank of America under distressed circumstances during the 2008 Financial Crisis. This article describes both the historical Merrill Lynch and its ongoing operations as a subsidiary of the bank. Merrill Lynch provides capital markets services, investment banking and advisory services, wealth management, asset management, insurance, banking and related financial services worldwide. Merrill Lynch is headquartered in New York City, and occupies the entire 34 stories of the Four World Financial Center building in Manhattan. On September 14, 2008 Bank of America announced its intention to acquire Merrill Lynch for Bank of America common stock. Under the terms of the agreement Merrill Lynch shareholders receive 0.8595 shares of Bank of America stock. Shareholders of both companies approved the acquisition on December 5, 2008 which took effect January 1, 2009.

History
The company was founded on January 6, 1914, when Charles E. Merrill & Co. opened for business at 7 Wall Street in New York City. A few months later, Merrill's friend, Edmund C. Lynch, joined him, and in 1915 the name was officially changed to Merrill, Lynch & Co. At that time, the firm's name included a comma between Merrill and Lynch.[4] In 1916, Winthrop H. Smith joined the firm.

In its early history, Merrill, Lynch & Co. made several successful investments. In 1921, the company purchased Pathé Exchange, which later became RKO Pictures. In 1926, the firm made its most significant financial investment at the time, purchasing a controlling interest in Safeway, transforming the small grocery store into the country's third largest grocery store chain by the early 1930s. Following this investment, the company further increased its investment banking focus by transferring its retail brokerage services to E.A. Pierce.

In 1940, the firm merged with E. A. Pierce & Co. and Cassatt & Co. and was briefly known as Merrill Lynch, E. A. Pierce, and Cassatt. The company became the first on Wall Street to publish an annual fiscal report in 1941. Also in 1941, Fenner & Beane joined the firm, and the name became Merrill Lynch, Pierce, Fenner & Beane. After Edmund Lynch's death in 1952, the company changed its name to Merrill Lynch & Co. and was officially incorporated. On December 31, 1957, The New York Times referred to that name as "a sonorous bit of Americana" and said "After sixteen years of popularizing [it], Merrill Lynch, Pierce, Fenner, and Beane is going to change it—and thereby honor the man who has been largely responsible for making the name of a brokerage house part of an American saga," Winthrop H. Smith, who had been running the company since 1940. The merger made the company the largest securities firm in the world, with offices in over 98 cities and membership on 28 exchanges. At the start of the firm's fiscal year on March 1 1958, the firm's name became Merrill Lynch, Pierce, Fenner & Smith and the company became a Big Board member of the New York Stock Exchange.

Merrill Lynch rose to prominence on the strength of its brokerage network (15,000+ as of 2006),sometimes referred to as the "thundering herd", that allowed it to place securities it underwrote directly. In contrast, many established Wall Street firms, such as Morgan Stanley, relied on groups of independent brokers for placement of the securities they underwrote. Until as late as 1970, it was known as the "Catholic" firm of Wall Street. The firm went public in 1971 and has since become a multinational corporation with over US $1.8 trillion in client assets, operating in more than 40 countries around the world. In 1978, it significantly buttressed its securities underwriting business by acquiring White Weld & Co., a small but prestigious old-line investment bank. Merrill Lynch is best known for its Global Private Client services and its strong sales force.

On November 1, 2007, Merrill Lynch CEO Stanley O'Neal left the company, after being criticized for the way he handled the firm's risk management and the subprime mortgage crisis, which resulted in about US $2.24 billion in unexpected losses, and for discussing in public the possible merger with Wachovia banking corporation, without being authorized by the board to do so. He left Merrill Lynch with about US $161 million worth of stock options and retirement benefits. John Thain, CEO of the New York Stock Exchange, succeeded him as CEO on December 1, 2007.

On January 17, 2008, Merrill Lynch reported a $9.83 billion fourth quarter loss incorporating a $16.7 billion write down of assets associated with subprime mortgages. On April 17, 2008, Merrill Lynch reported a net loss of $1.97 billion for the first quarter of 2008.  Merrill responded to its losses by raising capital through the sale of preferred shares, however experts suggest that such a strategy may pose a risk to the company's credit rating which could cause an increase to the company's borrowing costs.

On January 22, 2009 John Thain resigned as CEO of the company after it was disclosed that he had rushed to pay out $3–4 billion dollars in fourth quarter bonuses to Merrill employees by the end of 2008, just prior to Bank of America's acquisition of the company became final.  Thain allegedly did not disclose the bonus payouts to Bank of America negotiators. Bank of America has recently asked the United States Treasury for an additional $20 billion in emergency capital, primarily in order to cover losses at its Merrill Lynch subsidiary. Thain was also named as a co-defendant in a class-action lawsuit filed by shareholders against Bank of America and Merrill Lynch on January 22, 2009. The suit alleges that Bank of America CEO Ken Lewis, ex-Merrill Chief Financial Officer Nelson Chai, ex-Merrill Chief Accounting Officer Gary Carlinand, and Thain failed to warn shareholders of the magnitude of Merrill's losses prior to the Bank of America acquisition.

Subprime mortgage crisis and sale to Bank of America
In November 2007, Merrill Lynch announced it would write-down $8.4 billion in losses associated with the national housing crisis and remove E. Stanley O'Neal as its chief executive.[16] O'Neal had earlier approached Wachovia bank for a merger, without prior Board approval, but the talks ended after O'Neal's dismissal.In December 2007, the firm announced it would sell its commercial finance business to General Electric and sell off major shares of its stock to Temasek Holdings, a Singapore investment group, in an effort to raise capital. The deal raised over $6 billion. In July of 2008, the new CEO of Merrill Lynch, John Thain, announced $4.9 billion fourth quarter losses for the company from defaults and bad investments in the ongoing mortgage crisis. In one year between July 2007 and July 2008, Merrill Lynch lost $19.2 billion, or $52 million daily. The company's stock price had also declined significantly during that time. Two weeks later, the company announced the sale of select hedge funds and securities in an effort to reduce their exposure to mortgage related investments. Temasek Holdings agreed to purchase the funds and increase its investment in the company by $3.4 billion.

Andrew Cuomo, New York Attorney General, threatened to sue Merrill Lynch in August 2008, over their misrepresentation of the risk on mortgage-backed securities. A week earlier, Merrill Lynch had offered to buy back $12 billion in auction-rate debt and said they were surprised by the lawsuit. Three days later, the company froze hiring and revealed that they had charged almost $30 billion in losses to their subsidiary in the United Kingdom, exempting them from taxes in that country. On August 22, 2008, CEO John Thain announced an agreement with the Massachusetts Secretary of State to buy back all auction-rate securities from customers with less than $100 million in deposit with the firm, beginning in October 2008 and expanding in January 2009. On September 5, 2008 Goldman Sachs downgraded Merrill Lynch's stock to "conviction sell" and warned of further losses from the company. Bloomberg reported in September 2008 that Merrill Lynch had lost $51.8 billion in mortgage-backed securities as part of the subprime mortgage crisis.

Significant losses were attributed to the drop in value of its large and unhedged mortgage portfolio in the form of Collateralized Debt Obligations. Trading partners' loss of confidence in Merrill Lynch's solvency and ability to refinance short-term debt ultimately led to its sale.[25][26] On September 14, 2008, Bank of America announced it was in talks to purchase Merrill Lynch for $38.25 billion in stock. The Wall Street Journal reported later that day that Merrill Lynch was sold to Bank of America for 0.8595 shares of Bank of America common stock for each Merrill Lynch common share, or about US$50 billion or $29 per share. This price represented a 70.1% premium over the September 12 closing price or a 38% premium over Merrill's book value of $21 a share,but that also meant a discount of 61% from its September 2007 price. Congressional testimony by Bank of American CEO Kenneth Lewis, as well as internal emails released by the House Oversight Committee, indicate that Bank of America was threatened with the firings of the management and board of Bank of America as well as damaging the relationship between the bank and federal regulators, if Bank of America did not go through with the acquisition of Merrill Lynch.

In March 2009 it was reported that in 2008, Merrill Lynch received billions of dollars from its insurance arrangements with AIG, including $6.8bn from funds provided by the United States taxpayers to bail out AIG.

Orange County Settlement
Merrill Lynch setteled with Orange County California for a massive $400 million to settle accusations that it sold inappropriate and risky investments to former county treasurer Robert Citron. Citron lost $1.69 billion, which forced the county to file for bankruptcy in December 1994. The county sued a dozen or more securities companies, advisors and accountants, but Merrill settled without admitting liability in June 1998. The county was able to recover about $600 million in total (including the $400 million from Merrill).
Analyst Research Settlement
In 2002, Merrill Lynch settled for a fine of 100 million for publishing misleading research. As part of the agreement with the New York attorney general and other state securities regulators, Merrill Lynch agreed to increase research disclosure and work to decouple research from investment banking

A well known anaylst at Merrill Lynch Henry Blodget wrote in company e-mails in which Blodget gave assessments about stocks which conflicted with what was publicly published by Merrill. In 2003, he was charged with civil securities fraud by the U.S. Securities and Exchange Commission. He settled without admitting or denying the allegations and was subsequently barred from the securities industry for life. He paid a $2 million fine and $2 million disgorgement.

At the time CEO David Komansky said: "I want...to publicly apologize to our clients, our shareholders, and our employees," for the company falling short of its professional standards in research.

Enron/Merrill Lynch Nigerian Barge
In 2004 convictions of Merrill executives marked the only instance in the Enron investigation where the government criminally charged any officials from the banks and securities firms that allegedly helped the energy giant execute its accounting fraud. The case revolved around a 1999 transaction involving Merrill, Enron and the sale of some electricity-producing barges off the coast of Nigeria. The charges surrounded the 1999 sale of an interest in Nigerian energy barges by an Enron entity to Merrill Lynch was a sham that allowed Enron to illegally book about $12 million in pretax profit, when in fact there was no real sale and no real profit.

Four former Merrill top executives and two former midlevel Enron officials faced conspiracy and fraud charges. Merrill cut its own deal, firing bankers and agreeing to the outside oversight of its structured-finance transactions. It also settled civil fraud charges brought by the U.S. Securities and Exchange Commission, without admitting or denying fault.

Charges of discrimination towards minority employees
On June 26, 2007, the U.S. Equal Employment Opportunity Commission (EEOC) brought suit against Merrill Lynch,alleging the firm discriminated against Dr. Majid Borumand because of his Iranian nationality and Islamic religion, with "reckless disregard" for his protected civil rights.[39] The EEOC law suit maintains that violations by members of the firm were intentional and committed with malice. In another case concerning mistreatment of another Iranian employee by Merrill Lynch on July 20, 2007, less than a month after EEOC law suit, a NASD arbitration panel ordered Merrill Lynch to pay its former Iranian employee, Fariborz Zojaji, $1.6 million for firing him due to his Persian ethnicity Merrill Lynch's actions prompted reactions from both the National Iranian-American council, and the American-Arab Anti-Discrimination Committee.

In its June 2008 issue, Diversity Inc. named Merrill Lynch one of the top 10 companies for lesbian, gay, bisexual, and transgendered employees, and the #7 top company in the US for diversity overall. In 2007, Merrill Lynch was named the #2 best company in the US for people with disabilities by Diversity Magazine. As of June 5, 2008, Merrill Lynch has created the West Asian, Middle Eastern and North African (WAMENA) Professional Network to help support and provide additional resources for employees of diverse backgrounds. In May 2008, Merrill Lynch was named the #1 US company for "Diverse College Graduates" by Diversity Edge magazine, edging out Microsoft for the top spot on the rankings.

New Jersey appeals court on August 13, 2008 rendered a ruling against Merrill Lynch in a discrimination law suit filed by a gay employee.

Improper sale of class B and C mutual fund shares
On December 19, 2005, the NASD (now FINRA) announced it had fined Merrill Lynch, Pierce, Fenner & Smith, Wells Fargo Investments and Linsco/Private Ledger Corporation $19.4 million for suitability and supervisory violations related primarily to sales of Class B mutual fund shares as well as some Class C mutual fund shares. Merrill Lynch was fined $14 million.

Market Timing Settlement
In 2002 Merrill Lynch settled for 10 million civial penalty as a result of improper activities that took place out of the firms Fort Lee New Jersey office. Three financial advisors, and a fourth who was involved to a lesser degree, placed 12,457 trades for a client Millennium Partners in at least 521 mutual funds and 63 mutual fund sub-accounts of at least 40 variable annuities. Millennium made profits in over half of the funds and fund sub-accounts. In those funds where Millennium made profits, its gains totaled about $60 million. Merrill Lynch failed to reasonably supervise these financial advisers, whose market timing siphoned short-term profits out of mutual funds and harmed long-term investors.

2008 Bonus Payments
Merrill Lynch arranged for payment of billions in bonuses in what appeared to be "special timing". These bonuses totaling 3.6 billion were one-third of the money they received from the feds' TARP bailout. In addition, the timing of these bonuses angered many people because they were authorized before the bank was to be acquired by Bank of America. It is now a forgone conclusion that without the rescue by BOA, Merrill would have collapsed. In 2008, Merrill lost billions yet still paid out 3.6 billion in bonuses.

The Merrill bonuses were determined by Merrill's Compensation Committee at its meeting of December 8, 2008, shortly after BOA shareholders approved the merger but before financial results for the Fourth Quarter had been determined. This appeared to be a departure from normal company practice, since the type of bonus Merrill awarded was a performance bonus that, according to company policy, was supposed to reflect all four quarters of performance and was paid in January or later. In this case, however, the bonuses were awarded in December before Fourth Quarter performance had been determined.

The Merrill bonuses were 22 times larger than those paid by AIG ($3.620 billion versus $165 million). They were also very large relative to the TARP monies allocated to Merrill. The Merrill bonuses were the equivalent of 36.2% of TARP monies Treasury allocated to Merrill. Merrill employees had to have a salary of at least $300,000 and attained the title of Vice President or higher to be eligible.

Industry awards
In 2008, Merrill Lynch was crowned Deal of the year - Equity Market Deal of the year at the 2008 ALB SE Asia Law Awards.

At the 2008 ALB China Law Awards, Merrill Lynch was crowned Deal of the Year - Equity Market Deal of the Year, and was also awarded Deal of the Year - M&A Deal of the Year at the 2008 ALB Hong Kong Law Awards.

美林证券

美林证券（Merrill Lynch）是世界最大的证券零售商和投资银行之一，总部位于美国纽约市。目前，美林集团在世界超过40个国家经营，为个人、机构投资者和政府客户提供多元化的金融服务：除了传统的投资银行和经纪业务外，还包括共同基金、保险、信托、年金和清算服务。作为世界的最大的金融管理咨询公司之一，它在财务世界里占有一席之地。2008年9月14日，美国银行与美林达成协议，将以约440亿美元收购后者。[1]

历史
美林集团前身创办于1885年，1914年1月7日美里尔(Charles E. Merrill)在纽约市华尔街7号开始了他的事业。几个月后，美瑞尔的朋友，林奇(Edmund C. Lynch)加入公司，因此公司改名为美林证券。1920年代，美林集团纽约办公室坐落于百老汇120号，并且它在底特律、芝加哥、丹佛、洛杉矶和都柏林都有办公室。美林成立初期，也是一家仅仅专注于投资银行业务的证券公司，1960年代开始转型成为一家以经纪业务为主的证券公司，成为全美经纪人最多的证券公司。在1970年代，美林也开始涉足资产管理和投资领域。美林集团1976年在纽交所上市，1980年代美林花重金挖来大批研究员和投资银行业务人员，使得美林的购并和研究业务蒸蒸日上，在业内享有盛誉。1997年11月24日，美林投资管理公司（MLIM）以53亿美元收购英国水星资产管理公司，使美林投资管理（MLIM）成为全球最大资产管理机构之一。2006年9月26日，美林投资管理公司（MLIM）与著名的贝莱德合并，不再作为一个单独业务单元存续，在合并前美林投资管理公司（MLIM）管理资产规模将近6000亿美元（见附录），而目前贝莱德管理的资产规模超过1万亿美元。目前美林集团的业务包括：证券经纪、交易及承销，投资银行、资产管理、私营企业股权投资及保险承销。

2008年9月14日美国金融海啸风暴被美国银行以440亿美元并购，从此世界最大之券商步入历史。

2009年１月１日美国银行并购美林证券完成。

分析师利益冲突案例
在2002年5月与纽约检察长的艾略特·斯皮策以征收一笔$1亿美金罚款、以及同意切断所有在分析员的薪水和投资银行业务收支之间的连结为和解。该和解是与产权分析员Henry Blodget不道德的商业行为有关 。在2002年12月，美林判付另外$1亿美金罚款。

2005年2月，证券经纪人全国协会的仲裁委员会命令美林证券支付$1百万给Gary与Lisa Friedman，基于他们的索赔；因为美林证券隐瞒利益冲突并发布欺骗分析报告与评级以促进公司的投资银行业务收支。

管理阶层
位阶: 名称, 年纪, 薪资(美金)

CEO: John Thain, 52
CAO: Ahmass Fakahany
CFO: Jeffrey N. (Jeff) Edwards

子公司
Merrill Lynch Europe PLC, 很快就被合并至Merrill Lynch International
Merrill Lynch, Pierce, Fenner & Smith Incorporated (PFS)
Merrill Lynch International (MLI)
Merrill Lynch Government Securities, Inc (GSI)
Merrill Lynch Japan (MLJ), 很快就被合并至Merrill Lynch International
Merrill Lynch Canada (MLC), 很快就被合并至Merrill Lynch International
贝莱德 49.8%股权