CHARLOTTE, N.C. --
In a filing in a New York federal court, the Charlotte, N.C.-based bank said it had an exclusive sale agreement with ABN Amro for LaSalle, coveted by Bank of America for its business in Chicago, the nation's third-largest financial services market.
On Thursday, a Dutch court halted the sale, ruling ABN must receive shareholder approval before it can proceed. In its lawsuit, Bank of America said ABN had told the company the deal didn't need shareholder approval.
ABN planned to follow the sale of LaSalle to Bank of America by selling the rest of the company to Britain's
But in its lawsuit, Bank of America argues ABN "is contractually obligated to proceed with the LaSalle transaction whether or not it merges with Barclays (or any other party or no party at all)."
An ABN Amro spokeswoman said the company "was aware of the document but has no comment at this time."
The Enterprise Chamber of the Amsterdam Superior Court ruled that Barclays' bid for ABN was dependent on the LaSalle sale and so interwoven with the takeover bid that shareholders should have been allowed to vote on it. ABN unsuccessfully argued the deal was too small to require that.
In its lawsuit, Bank of America argues the LaSalle offer is not tied to the deal with Barclays. Bank of America said its agreement with ABN does include a "go shop" clause, but that only allows ABN Amro to entertain a higher offer for LaSalle -- and not ABN Amro as a whole.
Under the original agreement, another buyer -- such as the consortium led by RBS -- could offer a competing bid for LaSalle by tomorrow . Bank of America would then have five business days to match the higher offer. If Bank of America declined to match that offer, it would get a $200 million breakup fee.
Earlier yesterday, ABN Amro said it has no plans to fire chief executive Rijkman Groenink. He was slammed by shareholders at the company's annual meeting last week who were upset with his decision to back the proposed takeover offer from Barclays, and in its ruling Thursday, the Dutch court said Groenink had "misunderstood" his duties when he attempted to sell LaSalle.
"The decision of the management board to go ahead with the LaSalle sale without shareholder approval was based on the advice of three external law firms," said an ABN Amro spokesman. "The boards have taken the best decision under the circumstances, and therefore a change in management has not been considered."