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Ken Lewis, CEO of Bank of America

Read an interesting article on the Dow Jones Newswire today. Of all of the criticism that Ken Lewis, CEO and former Chairman of the Board at Bank of America, has received, he got a bit of praise from an unexpected source: Barney Frank. Rep Frank commended Ken Lewis’ bold move to forge ahead with Merrill Lynch, and in doing so saving the markets from another fatal blow.

 

Rep. Barney Frank, D-Mass., chairman of the House Financial Services Committee, said Lewis needs to get credit for acting in the broader public interest by going through with the deal.

“People say ‘What’s the matter with these financial executives? Why are they only thinking of their own narrow interest? What about the public interest?’” Frank said. “That’s what Ken did. It ought to be acknowledged.”

 

Now the shareholders seem to have a different thought, being upset that the public interest prevailed over the interest of the shareholders. Yet as a shareholder, you should also recognize that the public interest is YOUR interest too. And if we want to get technical, the people of the United States, by proxy of the United States Government, have a vested interest as well.

Unfortunately, shareholders look at the world via tunnel vision. Sure, they realize that things are happening, but their only concerns are their shares. I can understand that, I am defensive over my money too. While it is understandable, sometimes we need to take a step back and look at the larger picture. Merrill was perilously close to failing, and probably would’ve declared bankruptcy at the same time as Lehman Brothers. Lehman dying was bad enough, imagine the shockwave of Merrill went too. I highly doubt that the pain would’ve only been doubled; instead, I think we would be looking at EXPONENTIALLY worse issues. In other words, not an outcome we wanted to consider. To oversimplify it, things would’ve gotten much worse for all players involved.

But what would’ve happened if the Merrill deal wasn’t approved? Merrill, just reeling off of its $15 billion loss, would’ve been toast. Since September, Merrill was on life support, and if the bank had pulled the plug, I fear the markets would’ve gone into another painfully fast spiral. Bank of America would’ve been hurt too in the process, so don’t believe otherwise.

Instead, Ken Lewis and upper management did some questionable things, but ensured the deal went through. A large portion of Bank of America’s 1st quarter profits are a direct result of Merrill Lynch, and as the transition and cost cutting measures continue, I believe we will quickly see even more gains related to Merrill. Ken Lewis helped to avoid further disruptions in the market by snatching up Merrill, and provided the best value for the shareholders by getting Merrill before its reputation was marred with bankruptcy. You don’t hear the names Lehman Brothers or Bear Sterns doing business anymore, because those names are worthless. Merrill Lynch does have a longstanding reputation and incredible brand recognition, which is going to prove to be additional value down the road.

I was reading my latest issue of Conde Nast Portfolio, and in it they had a list of the Best 20 and Worst 20 CEO’s of all-time. Names like Henry Ford, Lee Iacocca, Warren Buffett, Steve Jobs, Bill Gates, John D. Rockafella, and Andrew Carnegie fit in the best, while names like Fuld (former CEO of Lehman), Lay (former CEO of Enron), and Pandit (CEO, Citigroup) filled up the worst 20. So what defined a great CEO over an average one? Most were defined by their innovations, but many were defined by their ability to make tough choices regardless of criticism during difficult times. Its easy to make decisions when things are going good. But when the economy is crumbling all around, and everyone is looking for a decision to be made, those who made those tough decisions and made them work, those were the guys who earned their right to be called a best CEO. I think Ken Lewis has done an outstanding job leading Bank of America, especially during these murky times. Only time will prove this, but I honestly believe that he has equipped the shareholders with the best tools to get through this recession, and to emerge a much more powerful, and valuable, investment on the other side.

The Belk Theatre, adjacent to the BofA Corporate Center, and location of the 2009 shareholder's meeting on April 29th, 2009

I have elected to vote my shares in-person this year at the Bank of America shareholder meeting this Wednesday. I have already voted the bulk of my shares, and needless to say, the dissident holders won’t like me. Either way, nothing like free tickets to a suit-and-tie cage fight between Finger and others against Ken Lewis and the board.

I’m not inclined to agree with their arguments that Ken Lewis didn’t do his job by protecting the shareholders. I think he provided them far more protection than they want, plus a long value gem in Merrill Lynch.

With the upper echelons of the money side of the government stomping on his feet, many claim he was only protecting himself and the jobs of the board members. But consider this. Had Paulson and Bernanke done what they claimed they were going to do, what was not to say that they could have used that position to tear apart the bank at the expense of the shareholders. Plus if they had done that, the bank stock would’ve plummeted anyway.

If Merrill had not been purchased, consider what effects that would’ve had on the economy, especially the banking system. When Lehman and Bear died, panicked investors rushed out to sell who they thought was the next to go. Although BoA may not have felt the worst of that pain, the banking sector, and potentially other markets, would’ve crashed. We have not seen another major bank outright fail since WaMu, and if my memory serves me correctly, Wachovia was the closest we came after that. If BoA backed out of Merrill there in December, the nasty cycle would’ve been unleashed again. Who in the hell would want to buy Merrill when one of the largest banks, that is still relatively healthy, doesn’t want it.

Finally, BoA got some long term value out of that acquisition, but the only way we are going to be able to extract that is via a smooth transition. I can vouch first hand for the abilities of BoA to make solid transitions, after being a part of two of them myself (US Trust and LaSalle bank). You can knit-pick micro issues at the execution phase, but overall they do a tremendous job of eliminating overlap, streamlining systems, integrating products, etc. into the new combined units. Countrywide, which I wasn’t a part of, has been a tremendous success, especially with the current refinance market. Many chastised Lewis for this deal too, but it is already paying its dividends, albeit to the government.

Pulling out Lewis and the other senior management at this time would be a grave mistake on the part of these shareholders. If they want to extract the most value of their ownership, then don’t pull away the leaders during mid-transition. Believe it or not, Lewis has earned a tremendous amount of respect within the bank itself. Many employees, many of whom are also shareholders, have an understanding of why they stuck to the deal, and this was even before anything came out about it (many theorized it, based upon the morals of Mr. Lewis).

And I guess, finally, I’m tired of hearing about Lewis being chastised for being an outstanding corporate citizen. By sticking with the deal with his feet pinned, he did a great deal to help our economy out, and in the end, provide a good day for many of the investors such as myself who found new opportunity to own some equity of BoA. This is an outstanding corporation that will continue to churn out profits for many more years to come.

So for all of you BoA shareholders out there, vote against these dissident views. They are held by frantic tunnel-visioned companies, activists by their own name, yet history proves that activist investors are rarely the people we need making decisions.