Dutch court allows BofA bid for LaSalle

CHARLOTTE -- Bank of America Corp. was built through unlikely acquisitions and an astonishing lack of setbacks.

The Dutch Supreme Court honored both traditions Friday, reversing a rare ruling against the Charlotte company and, as a result, allowing it to buy LaSalle Bank from ABN Amro.

The $21 billion deal would make Bank of America the largest in lucrative Chicago.

"God must love that company, because the chips always seem to fall Bank of America's way," said Tony Plath, a finance professor at UNC Charlotte.

This latest triumph comes at the expense of the Royal Bank of Scotland, a company that enjoys a remarkably similar reputation in the United Kingdom for uncanny dealmaking.

RBS, which operates stateside as Citizens Bank, also wanted to build in Chicago. It gathered a consortium that offered to buy all of ABN Amro. They even offered more money for the LaSalle piece. But Bank of America and ABN already had a deal.

Shareholders sued ABN for selling LaSalle without their approval. A lower court upheld the challenge.

But the Supreme Court ruled the company had no obligation to ask shareholders. It continued, "Now that the sale of LaSalle is definite there should not be any unnecessary uncertainty about the carrying out of this agreement, into which the Board of Directors of ABN Amro was entitled to enter."

Bank of America spokesman Frans van der Grint called the ruling "a complete victory." The company said it would seek to close the sale as soon as possible, pending approval by the Federal Reserve.

The most astonishing deal may have been the first outside North Carolina. In 1982, the bank then called NCNB bought First National Bank of Lake City, Fla., despite a Florida law prohibiting out-of-state ownership.

The deal turned on a fine point: NCNB owned a trust company in Florida. It wasn't a bank, it was an asset manager. But it was purchased just weeks before Florida passed its law, making NCNB a Florida company.

The deal led to others in Florida and eventually to interstate banking. Hugh McColl, later chief executive officer, said at the time, "We have stolen a march on the world."

And so a pattern began.

"The background of this whole thing was taking advantage of opportunities other people couldn't see," said Marion Ellis, who co-authored "The Story of NationsBank" about the company's early growth.

Bank of America started building branches in Chicago in 2002. It now has more than 50 branches there, but still controls less than 2 percent of deposits in the market, according to annual numbers from the FDIC.

The deal for LaSalle, which is headquartered in Chicago, would give the bank a 16 percent market share, narrowly surpassing current leader JPMorgan Chase & Co.

Bank of America would also become the largest in Michigan.

The company still needs approval from the Fed. It faces standard objections from community activists that it has not served adequately some neighborhoods where it operates now. The bank also must lose some money; the deal would give Bank of America slightly more than the allowed 10 percent of the nation's deposits.

• 1982: NCNB buys a Florida bank despite a Florida law prohibiting out-of-state ownership.

• 1988: NCNB exploits federal tax law to snatch First RepublicBank of Dallas from larger rivals.

• 1991: NCNB buys C&S/Sovran of Atlanta, two years after C&S strongly rejected a better offer.

• 1998: NationsBank talks mighty BankAmerica Corp. of San Francisco into a "merger of equals."

• 2006: Bank of America buys MBNA Corp. on a few days' notice after rival Wachovia Corp. flinches.

The Latest Deal: LaSalle Bank

• Headquarters: Chicago.

• Parent company: Dutch bank ABN Amro.

• States: Illinois, Indiana, Michigan.

• Assets: $124.6 billion.

• Deposits: $62.1 billion.

• History: Established as National Builders Bank of Chicago in 1927. It took the LaSalle name in 1940.