Failure to Govern Management

We believe that the board of directors has failed to exercise sufficient oversight of the management of Bank of America. While we do not expect the board of directors micro-manage day-to-day operations of the Company, we do expect the board to exercise sufficient oversight of management so that management does not take actions that are detrimental to the interests of shareholders. It is our opinion that the board has missed a number of opportunities to exercise its judgment and influence over the strategic direction of the Company to protect the interests of the shareholders.

RISK / RETURN

When evaluating strategic acquisitions under consideration, we believe that the board of directors has a duty to balance the interests of shareholders against the desires of management to pursue what they believe are strategic acquisitions. The board has a duty to review acquisitions not only with respect to the potential strategic value of such acquisitions, but also the potential risks that would be assumed by the Company and its shareholders should it complete such acquisition.

The board must act as a governor on management to:

  1. Wisely allocate the capital of shareholders;
  2. Limit the risk assumed by the Company and Shareholders in any acquisition;
  3. Ensure proper disclosure of material information is made to shareholders;
  4. Comply with all applicable regulation, including securities laws; and
  5. Protect the interests of the shareholders.

We believe the Bank of America board of directors has failed to fulfill its oversight of management and has supported actions of management which have resulted in the permanent destruction of shareholder value.