Jan. 22 (Bloomberg) -- Bank of America Corp., the largest U.S. lender by assets, didn’t tell investors about $15.3 billion in losses sustained by Merrill Lynch & Co. before they voted on its acquisition, a shareholder said in a complaint.

The Dec. 5 vote to buy the bank was based on an Oct. 31 proxy statement that hadn’t been revised to account for the investment firm’s poor performance in the fourth quarter of 2008, according to a complaint filed yesterday by bank shareholder Steven Sklar in federal court in New York.

“Despite his knowledge of Merrill Lynch’s staggering losses,” Bank of America Chairman Kenneth Lewis didn’t relay that information to the bank’s investors and allowed the deal to close, Sklar said in his complaint,

Bank of America, based in Charlotte, North Carolina, acquired New York’s Merrill Lynch for $29 billion in a transaction that closed on Jan. 1. By that time, clients of the securities firm had withdrawn $10 billion during the last quarter of the year.

The bank last week reported a $1.79 billion fourth-quarter loss. The U.S. government on Jan. 15 granted the lender a $138 billion assistance package that includes an infusion of $20 billion and guarantees on its assets.

Bank of America, which closed Jan. 20 at $5.05, its lowest in a year, rose yesterday to $6.68 by the close of New York Stock Exchange composite trading after Lewis and five other directors bought more than 500,000 shares for at least $3 million.

John Thain

The Merrill Lynch losses cited in Sklar’s complaint weren’t disclosed until Jan. 16, he said. His suit, which names as defendants Lewis and John Thain, the final chairman of the securities firm, seeks class-action, or group, status on behalf of all Bank of America shareholders who were eligible to vote on the acquisition, plus unspecified money damages for the loss of value of their holdings.

“We can’t comment because we’ve not seen the suit at all,” Bank of America spokeswoman Shirley Norton said yesterday in a phone interview.

The case is Sklar v. Bank of America Corp., 09cv580, U.S. District Court, Southern District of New York (Manhattan).

To contact the reporter on this story: Andrew Harris at the federal court in Chicago at aharris16@bloomberg.net.

Last Updated: January 22, 2009 00:01 EST