MBAX 6200 - Leeds School of Business



MBAX 6200

Fall 2004

Overheads used in class are from “Teaching Links” at



listed in order:

jensen-smith.doc 

target-gain.doc 

CAPM-EMH.ppt

NewEvidenceMergers.ppt

monopoly.ppt  (Sep 8)

b-shleifer-vishny.ppt  (Sep 8)

b-hirshleifer.ppt (Sep 13)

CEO-Overconfidence-Turnover.ppt (Sep 13, 20)

Spin-offs.ppt (Sep 20, 22, Oct 4)

underinvestment.doc (Oct 6)

Politics.ppt, Antitakeover.ppt (Oct 4, 6)

b-black.ppt (Oct 6,11)

b-carey-elson.ppt (Oct 11, 13)

Boards-1997-2003.ppt (Oct 13)

Pension-Fund-Activism.ppt (Oct 13)

jensen-murphy.ppt (Oct 13)

hall-liebman.ppt (Oct 18)

PerformanceCompensation-Misreporting.ppt (Oct 18, 25)

barclay-smith.ppt (Oct 25, 27)

barclay-smith.ppt (Nov 1)

raising-capital.ppt (Nov 1, 3)

IPO.ppt (Nov 8, 10)

IPO-Valuation.ppt (Nov 15)

VC-Contracting (Nov 15, 17)

Real-options.ppt (Nov 22)

Study Questions – MBAX 6200 (November 8, 2004)

1. Discuss the advantages and disadvantages of common stock residual claims. [jensen-smith.doc]

2. Discuss the sources of conflict of interest between managers and shareholders. Discuss the mechanisms to control this conflict of interest. [jensen-smith.doc]

3. Target shareholders generally receive substantial positive abnormal returns during takeovers. What are the hypothesized sources of these abnormal returns? What is the empirical evidence on this? [target-gain.doc] [NewEvidenceMergers.ppt] [monopoly.ppt] [b-shleifer-vishny.ppt]

4. What is the empirical evidence on returns to bidders in takeovers? Discuss potential problems in the traditional ways of measuring returns to bidders in takeovers. [b-hirshleifer.ppt] [CEO-Overconfidence-Turnover.ppt] [NewEvidenceMergers.ppt]

5. During the last decade corporations are said to be refocusing. What is meant by “corporate refocusing”? Discuss why corporations might be refocusing; please consider the evidence in Krishnaswami and Subramaniam (1999), Ahn and Denis (2004) and Daley, et al (1997).

6. During the last decade corporations are said to be refocusing. What is meant by “corporate refocusing”? What might be the role of market disciplinary forces, and internal governance mechanisms in spurring corporate refocusing as discussed in Berger and Ofek (1999).

7. Discuss the role of independent directors, director compensation, and board committee structure in corporate governance. What is the empirical evidence on these issues? [b-black.ppt] [b-carey-elson.ppt] [Boards-1997-2003.ppt]

8. (a) Jensen and Murphy's (1990) pay-performance sensitivity (with respect to compensation, dismissal, and stock ownership) is statistically significant, but the magnitude seems small for an occupation in which incentive pay is expected to play an important role. Discuss the arguments and evidence in Hall and Liebman (1998) as it bears on the above question.

(b) What is the role of management compensation structure on misreporting as documented in Burns and Kedia (2004)?

9. Describe the capital markets' reaction to announcements of new security offerings. Discuss the theories (optimal capital structure, implied changes in net operating cashflow, information asymmetry, unanticipated announcement) that have been suggested to understand this set of empirical facts. [raising-capital.ppt]

10. a. What are the advantages and disadvantages of the traditional ways of dealing with risk in capital budgeting?

b. What is a real option? When is it more valuable to consider the real options related to a capital budgeting project? [real-options.ppt]

11 Why are initial public offerings underpriced as discussed by Welch and Ritter (2002)? Please be sure to discuss the theories based on asymmetric information (both when the issuer is more informed than the investor, and the investors are more informed than issuer), theories based on symmetric information, and theories focusing on the allocation of IPO shares. [IPO.ppt]

12. Why do firms go public. Please discuss the life-cycle and market-timing theories as discussed in Welch and Ritter (2002).

13. What are some of the determinants of an IPO’s value as discussed by Bhagat and Rangan (2004). [IPO-Valuation.ppt]

14. Kaplan and Stromberg (2000, 2002) note that VC contracts have the following features: antidilution rights, automatic conversion, and vesting and non-compete clauses. Describe these contractual features. What is the economic justification for including it in a VC contract? [VC-Contracting.ppt]

15. With the help of a numerical example explain the underinvestment problem. How can a business avoid this problem? [underinvestment.doc] [barclay-smith.ppt]

_____________________________

Please note: The Final Exam will consist of five questions drawn from the above.

You will be asked to answer three of these five questions. It is expected that the answer to each question would take about 30 minutes.

Dealmakers Got It Right

In '03, Study Finds

Billion-Dollar-Plus Transactions

Helped Acquirer's Stock Outshine

S&P Index in Year That Followed

By DENNIS K. BERMAN

Staff Reporter of THE WALL STREET JOURNAL

November 9, 2004; Page C1

They were announced with the customary fanfare, variously called "quite remarkable," a "unique strategic opportunity," and the mark of a "historic day." So just how have the mergers and acquisitions of 2003 fared in the year since the hype died and the real work began?

Surprisingly well, says J.P. Morgan Chase & Co., which charted the performance of 2003's billion-dollar-plus deals in the 12 months following their announcement. This research showed that acquiring companies' stocks outperformed the Standard & Poor's 500-share index by two full percentage points: 11% for the acquirers compared with 9% for the S&P. While a small margin, it is significant when considering that historically, the majority of M&A deals fail to best the market averages.

Measuring the success of M&A deals is a notoriously difficult art, viewed with caution by the bankers who do such transactions and even the academics who track them. Indeed, a closer look at some of the numbers shows a complex picture. Median returns for all-cash deals was in positive territory, while all-stock deals registered negative returns. And when benchmarked against their respective industry indexes -- not just the S&P 500 -- the merging companies generally fare less well.

BIG DEALS

How some of the largest mergers and acquisitions of 2003 have performed since the deals were announced.

But J.P. Morgan's overall findings suggest that the M&A world has taken to heart the failures of the previous five years. The failures were sometimes extravagant: companies vastly overpaying for assets that left them crushed under too much debt. Other times, the failings were more subtle: Companies glossed over due-diligence and rushed into a transaction for fear of losing the target to a competitor.

Today, caution rules the boardroom, say the bankers and lawyers who put deals together. Directors are demanding months of due diligence, and even then only about one in 10 would-be combinations reach fruition. As a result, says Paul Parker, head of U.S. mergers and acquisitions at Lehman Brothers, "a lot of the transactions are being de-risked. There is so much focus on the due diligence and integration ahead of an announcement."

Part of that focus springs from the Sarbanes-Oxley Act, which requires that corporate chiefs certify their financial results each year, or face possible criminal penalty if violated. When pharmaceutical-services company Caremark Rx Inc. bought AdvancePCS Inc. for $5.5 billion in September 2003, the law made "us very driven from an internal controls standpoint," said Caremark Chairman and Chief Executive Mac Crawford. Caremark shares have climbed 36% since the day before it announced the deal, besting its sector index by four percentage points.

This cautious stance, "has held through 2004," says Merrill Lynch's head of global M&A Steven Baronoff. "People have learned their lesson."

The solid performers come across a range of industries. Consider orthopedics-maker Zimmer Holdings Inc., whose shares have climbed 69% since it announced the $3.3 billion hostile acquisition of Switzerland's Centerpulse AG. Shares in electronic-payments company First Data Corp. have gained 23% since it announced its acquisition of Concord EFS Inc. in April 2003.

Ken King, an attorney at Skadden, Arps, Slate, Meagher & Flom, attributes the past year's deal performance to still other factors: "There hasn't been a buying frenzy, and with less competition, buyers are better able to pick their spots."

Doug Braunstein, J.P. Morgan's head of investment-banking coverage and M&A, says that in stock-for-stock deals, sellers have been willing to take lower buyout premiums in hopes of getting more upside over time from the combined company.

Amid the statistical to-and-fro, a few deals stand out as clear winners. Among this group is insurer Manulife Financial Corp., which announced its $11 billion acquisition of John Hancock Financial Services last fall. Since then, Manulife's shares have climbed 51%, besting the index of comparable insurers, whose stock grew 29%. Another standout was tobacco maker Reynolds American Inc., which was formed last October in the $4.7 billion combination of RJ Reynolds Tobacco Co. and the U.S. unit of Brown & Williamson Tobacco Corp. The company's shares have since surged nearly 63%, while the index of tobacco firms has climbed just 21%.

"Some people gave us extreme dire predictions about what would happen when we made this transaction," says Craig Bromley, Manulife's senior vice president of business development, who led the company's deal team.

Hatching a deal also means hatching what Wall Street calls "the story" -- a kind of financial campaign slogan for why a transaction makes sense. In the case of Reynolds American "this was not a difficult sell," says Charles A. Blixt, Reynolds's general counsel. The deal stitched together the nation's second- and third-largest tobacco companies. "It's basic economics. There was a lot of overcapacity in a very mature industry that is declining over time. This was a classic example of an industry that screamed out for consolidation."

The story was harder to sell for the $16 billion merger between insurers Travelers Property Casualty Corp. and St. Paul Cos. That deal was supposed to cut costs and help insurance agents cross-sell different insurance lines. Since the deal's announcement last November, the company's stock has fallen by 1%, while the industry has risen by 11%. Late last month, the company conceded that results have suffered because independent insurance agents have balked at writing new policies for the company. This deal was one of the rare underperformers amid the largest transactions of 2003.

Calpers Mulling New Exec Compensation Campaign

DOW JONES NEWSWIRES

November 10, 2004 9:30 a.m.

By Phyllis Plitch

Of DOW JONES NEWSWIRES

NEW YORK -- Gearing up for its first major new activist campaign since blanketing corporate America's directors with "no" votes last proxy season, Calpers' staff has proposed an ambitious and wide-ranging plan to combat executive compensation abuses.

Under a three-year strategic plan to be considered Monday by the California Public Employees' Retirement System's investment committee, the giant fund's tentacles would touch virtually anyone in a position to influence pay practices, from directors and compensation consultants to Wall Street regulators.

Though Calpers has taken other corporate actions since its highly controversial proxy campaign, including the release of its annual corporate governance focus list, the compensation initiative represents a new frontier for Calpers.

The stated mission of the staff recommendation is nothing less than "comprehensive reform of executive compensation practices by advocating, influencing, and educating companies to properly align the interests of boards and management with those of shareowners." That means, holding "management accountable for company performance" and focusing on performance-based pay, Calpers governance and investment officials said in the nine-page strategic plan, presented Tuesday to the board investment committee.

In comparison to last proxy season, Calpers would take a decidedly methodical and targeted approach. In that effort, Calpers withheld votes for thousands of directors, including any audit committee member who approved fees to auditors for nonaudit work, payments that in its view potentially compromise an auditor's independence. The strategy snared board members such as respected investor Warren Buffett. Separately, Calpers' board is expected to consider a broader governance program before the end of the year that would also abandon last season's shotgun initiative.

But the nation's largest public pension fund will hardly be quiet in its drive to root out excessive compensation, with plans to out companies that enable pay practices and packages it considers particularly egregious.

As a first step, Calpers would scrutinize pay plans of top companies in 10 industry sectors, with an eye toward those in need of improvement. Under the plan, Calpers would coordinate, with other investors, "visible and effective" shareowner campaigns against the largest companies that refuse to reform their ways after initial "engagement." A Calpers spokesman couldn't immediately be reached for comment, but in the past the fund has often "engaged" companies through letter-writing and other communications.

Similarly, board compensation committees "that can be reasonably linked to approving poor executive compensation packages and policies," are also bound to feel Calpers' heat. In the "most egregious cases," Calpers will consider withholding proxy votes for the directors sitting on these panels.

"A clear focal point of executive compensation reform should be the compensation committee and the performance of the individual directors who sit on the committee," staffers said in their report.

So, beginning in 2005, if the plan is approved, the $168 billion fund will be on the lookout for a wide range of practices at the companies it owns from "egregious" use of severance packages related to mergers, acquisitions and spin-offs, to equity plans that have drawn significant negative votes, to high equity dilution levels and broad-based option plans with "excessive" distributions to the top five executives.

Calpers' focus won't only be on companies, however. It plans to take its compensation crusade to regulators as well, both at the Securities and Exchange Commission and at Wall Street's self-regulatory organizations.

Calpers, for example, would weigh in with the SEC as the agency considers making changes to compensation disclosures and coordinate institutional investor support for the SEC's rule-making efforts. Secondly, Calpers outlined plans to work with the nation's exchanges and so-called SROs to enhance listing standards, with a push for greater compensation disclosure and better alignment of shareholder and management interests.

Calpers will also be targeting the compensation consulting industry, which staffers said "is widely viewed as part of the problem in executive compensation being minimally connected to performance metrics in compensation plans today." Among other things, Calpers would join forces with other institutional investors to advocate investors' compensation program preferences to consultants.

-By Phyllis Plitch, Dow Jones Newswires; 201-938-2357

October 18, 2004 REVIEW & OUTLOOK Calpers and Cronyism October 18, 2004; Page A18 No group has been more aggressive in promoting good corporate governance than Calpers, the giant California state pension fund. And for the past decade Calpers has more or less practiced what it preaches. Lately, however, that practice has been slipping. Calpers' recent record -- and a lack of transparency to cover its tracks -- is especially notable because of the political nature of its board of trustees. Its 13 members are almost exclusively representatives of organized labor and the Democratic Party. Six are elected by members of Calpers, four are appointed by the Governor (remember Gray Davis?) and three are state officials designated by statute. Under this board, many investments by the $166 billion fund have increasingly focused on satisfying the political goals of labor and the Democratic Party faithful. The most recent sign of slippage came last month when the California First Amendment Coalition (a group of news organizations) sued Calpers in state court to force the pension fund to disclose the management and advisory fees it pays to private equity and hedge funds. Calpers refused to disclose these fees, arguing that disclosure would shut it out of some funds, hampering its ability to maximize investment returns. Two years ago, Calpers resisted a similar call for transparency by refusing to disclose performance results for its 300-plus private equity funds. After the San Jose Mercury News sued to make this information public, Calpers settled out of court and began posting performance numbers on its Web site every quarter. What's been revealed since does seem to involve cronyism. Consider: •  In 2001, Calpers began investing in Yucaipa Companies. Yucaipa's head happens to be supermarket titan, Ron Burkle, a generous political donor to two Calpers board members -- legendary Democrat Willie Brown, and state Treasurer and likely candidate for Governor Phil Angelides. Mr. Brown worked for Mr. Burkle from 1993 to 1995 as a lawyer and so did another Calpers board member, Sidney Abrams, who has done actuarial consulting for Mr. Burkle. So far, aggregate returns from these investments have been negative.   •  Then there's Calpers' relationship with funds managed by Grove Street Advisors. Grove Street manages Calpers' Emerging Ventures program that encompasses over 100 partnerships, and Calpers has also made direct investments in some of these partnerships. More than 25 of these funds' managers have given campaign contributions to Mr. Angelides or to another Calpers' board member, California Comptroller Steve Westly. Returns from all three of the investment funds managed by Grove Street are negative.   •  Or how about Calpers' investment in Premier Pacific Vineyards, whose co-chief executive, Richard Wollack, is a Democratic money bags who has also contributed to Mr. Angelides' DOW JONES REPRINTS This copy is for your personal, non- commercial use only. To order presentation- ready copies for distribution to your colleagues, clients or customers, use the Order Reprints tool at the bottom of any article or visit: . • See a sample reprint in PDF format. • Order a reprint of this article now. Page 1 of 2 - Calpers and Cronyism 10/20/2004 [pic]

"Performance Pricing in Bank Debt Contracts"

BY: PAUL ASQUITH

MIT-Sloan School of Management

National Bureau of Economic Research (NBER)

ANNE L. BEATTY

Ohio State University

Department of Accounting & Management Information

Systems

JOSEPH PETER WEBER

Massachusetts Institute of Technology (MIT)

Sloan School of Management

Document: Available from the SSRN Electronic Paper Collection:



Date: July 2004

ABSTRACT:

Performance pricing links the interest rate spread on bank debt

to a borrower's performance via two options. It gives borrowers

an option to reduce interest rates if credit quality improves,

and it gives lenders an option to receive higher interest rates

if credit quality deteriorates. Contracts with

interest-decreasing performance pricing are more common when

prepayment is more likely or more costly and when adverse

selection costs are higher, and are less common when multiple

measures of performance are better predictors of credit quality.

Interest-increasing performance pricing is more common when

lenders offer reductions in interest rates to add this

provision, when the probability of a downgrade is more likely,

and when moral hazard costs are higher. This paper also finds

that lenders charge a lower rate when interest-increasing

performance pricing provisions are included in the contract.

Criteria for Independent Directors

|Criteria |NYSE |NASDAQ |American Law Institute |Council of Institutional |

| | | | |Investors |

| | | | | |

|Employee |5-year cooling off period |3-year cooling off period |2-year cooling off period|5-year cooling off period|

| |from end of employment. |from end of employment. |from end of employment. |from end of employment. |

|Auditor |5-year cooling off period |3-year cooling off period |Not discussed. |Not discussed. |

| |from end of affiliation. |from end of affiliation. | | |

|Interlocking directorship |5-year cooling off period |3-year cooling off period |Not discussed. |5-year cooling off period|

| |from end of compensation |from end of compensation | |from end interlocking |

| |committee interlock. |committee interlock. | |directorship. |

|Independence affirmatively|Yes. |Not discussed. |Not discussed. |Not discussed. |

|determined by board | | | | |

|Family member |5-year cooling off period |3-year cooling off period |2-year cooling off period|5-year cooling off period|

| |for immediate family |for immediate family |for immediate family |for immediate family |

| |members. |members. |members. |members. |

|Compensation other than |5-year cooling off period |3-year cooling off period |2-year cooling off period|Director with personal |

|director’s fees |for director or family |for director or family |for director receiving |services contract with |

| |member receiving direct |member receiving direct |direct payments from |the corporation is not |

| |payments from corporation |payments from corporation |corporation in excess of |considered independent. |

| |in excess of $100K. |in excess of $60K. |$200K. | |

|Affiliated with customers |Director is not |Director is not |Director is not |A director who, is or was|

|or suppliers |independent if director or|independent if director is|independent if director |in the past 5 years, a |

| |immediate family member is|a director or controlling |is a controlling |significant customer or |

| |an employee of company |shareholder of company |shareholder of company |supplier is not |

| |with whom listed company |with whom listed company |with whom listed company |considered independent. |

| |has business of $1 million|has business of $200K or |has business of $200K or | |

| |or 2% of revenue. |5% of revenue in the |5% of revenue in the | |

| | |current or 3 previous |current or 2 previous | |

| | |years. |years. | |

|Affiliated with company’s |Would disqualify director |A director or whose family|A director is not |A director is not |

|law firm or investment |from serving on audit |member receives payments, |considered independent if|considered independent if|

|banking firm. |committee. |other than directors’ |affiliated with law firm |affiliated with law firm |

| | |fees, in excess of $60K is|or investment banking |or investment banking |

| | |not independent. |firm retained by the |firm retained by the |

| | | |company during the |company. |

| | | |preceding two years. | |

|Criteria |NYSE |NASDAQ |American Law Institute |Council of Institutional |

| | | | |Investors |

|Affiliated with non-profit|Not discussed directly. |A director is not |Not discussed. |A director affiliated |

|organizations receiving |All relationships to be |independent if company | |with a foundation, |

|money from the company |disclosed to full board to|makes payments to a | |university, or other |

| |allow them to determine |charity/non-profit where | |non-profit receiving |

| |independence of board |director is an executive | |significant grants or |

| |member. |and such payments exceed | |endowments from the |

| | |greater of $200K or 5% of | |company is not considered|

| | |either company’s or the | |independent. |

| | |charity’s gross revenues. | | |

"Do Acquisitions Drive Performance or Does Performance Drive

 Acquisitions?"

      BY:  MICHAEL H. BRADLEY

              Duke University

           ANANT K. SUNDARAM

              Thunderbird, American Graduate School of

              International Management - Finance Department

Document:  Available from the SSRN Electronic Paper Collection:

          

    Date:  September 2004

 Contact:  MICHAEL H. BRADLEY

   Email:  Mailto:BRADLEY@MAIL.DUKE.EDU

  Postal:  Duke University

           Durham, NC 27708-0120  UNITED STATES

   Phone:  919-660-8006

     Fax:  919-660-7971

 Co-Auth:  ANANT K. SUNDARAM

   Email:  Mailto:sundaram@t-bird.edu

  Postal:  Thunderbird, American Graduate School of International

           Management - Finance Department

           15249 N 59th Ave.

           Glendale, AZ 85306  UNITED STATES

ABSTRACT:

 We examine the characteristics, strategies, and performance of

 acquirers in 12,476 completed acquisitions undertaken by

 publicly listed US firms during the 1990s. Contrary to popular

 belief, this portfolio of acquiring firms outperformed the

 market by 50% over this time period - a decade that witnessed

 the longest and strongest bull market in US history. Moreover,

 frequent acquirers outperformed infrequent acquirers during this

 time period. While this evidence suggests that acquisitions

 drive performance - a position recently advocated by many

 leading management-consulting firms - closer examination of the

 data reveals that in fact, the reverse is the case.

Firms that

 undertake acquisitions exhibit a substantial stock price run-up

 prior to their acquisition announcements. In other words, the

 data suggest that it is performance that drives acquisitions.

 The pre-announcement run-up is significantly higher for firms

 using stock rather than cash as the medium of exchange. While

 the acquisition event itself arrests, and even reverses, the

 pre-announcement run-up in price, the post-event decline is not

 nearly enough to wipe out the prior gains. Moreover, post-event

 declines are not statistically different between acquirers using

 stock and those using cash.

Parsing the data further, we find

 that the market reacts positively to acquisitions of non-public

 targets, and this reaction is greater when stock is used as the

 medium of exchange, and when the target is relatively large.

 While the market reacts positively to cash-financed acquisitions

 of public targets, it reacts negatively to acquisitions of

 public targets that are financed with stock, and this negative

 reaction to stock-based acquisitions is greater the greater the

 relative size of the target. The only sub-set of the data that

 realizes a negative announcement effect is that of large,

 stock-financed, public target acquisitions.

While our findings

 are consistent with recent arguments and evidence on the

 behavior of overconfident managers led by hubris or

 overvaluation in their acquisition pursuits (Roll (1986); Jensen

 (2003); Shleifer and Vishny (2003)), we find overall that

 acquisitions do not destroy shareholder value when the

 pre-announcement run-up is taken into account. Finally, our

 results are consistent with the occurrence of merger waves

 (Rhodes-Kropf, Robinson, and Viswanathan (2003)). Since

 acquisitions follow good stock performance, it is not surprising

 that they are pro-cyclical with market valuations at both the

 industry and the aggregate levels.

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| | |UPDATE: Bank Of America CEO Meets With Mass. Officials | |

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| | |DOW JONES NEWSWIRES | |

| | |August 31, 2004 6:49 p.m. | |

| | |BOSTON (AP)--Bank of America Corp.'s (BAC) top executive traveled to Boston Tuesday to | |

| | |meet with state and local government leaders and answer criticism that the bank is not | |

| | |living up to local jobs commitments in its acquisition of FleetBoston Financial Corp. | |

| | |Massachusetts Treasurer Tim Cahill, who met with Bank of America CEO Kenneth Lewis and two| |

| | |former Fleet executives, said afterward that he saw no need for now to make good on his | |

| | |threat last week to withdraw $120 million in state business from Bank of America , | |

| | |including certificates of deposit and state retirement plan stock holdings. | |

| | |But Cahill said he was not prepared to drop that option, in case of further indications | |

| | |that the bank fails to honor pre-merger promises. | |

| | |"They're still wary of being too specific, and I wouldn't say they were especially | |

| | |forthcoming," he said. "But it was a first step. We're still going to hold them | |

| | |accountable for their commitments." | |

| | |Lewis, who is also the Charlotte, N.C., bank's president, met separately with Boston Mayor| |

| | |Thomas Menino and leaders of Massachusetts' House and Senate, bank spokesman Bob Stickler | |

| | |said. Lewis also spoke by phone with Gov. Mitt Romney, who was attending the Republican | |

| | |National Convention in New York. | |

| | |The trip to repair relations continues Wednesday, when Lewis is scheduled to meet with | |

| | |newspaper editorial boards in Boston and speak with members of the state's congressional | |

| | |delegation. | |

| | |Several officials in Massachusetts as well as Connecticut's attorney general have | |

| | |questioned whether Bank of America broke promises made before Massachusetts regulators | |

| | |approved the merger in March. The $48 billion merger closed in April, the latest in a | |

| | |series of mega-mergers in the banking industry nationally. | |

| | |At issue are pre-merger promises the bank made to state regulators to keep six bank | |

| | |divisions in Boston and maintain employment levels for what the bank calls | |

| | |"customer-facing positions" such as tellers. | |

| | |Earlier this month, the bank laid off an unspecified number of employees at hundreds of | |

| | |Fleet branches, while also planning to add staff at some locations and switch some | |

| | |full-time positions to part-time. | |

| | |Under a two-year plan to integrate the combined banks' operations, Bank of America has | |

| | |said it expects to cut 12,500 jobs systemwide, affecting about 7% of the combined | |

| | |companies' work force of 181,000. | |

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