In fact, the power struggle that culminated in the estimated $600 million review had been festering for some time, (one account suggests BofA complained to Mr. Roth and his predecessor, David Bell, about serious problems in the relationship as early as January). BofA's decision wasn't simply due to the bank's unhappiness with the holding company's accounting woes, nor was it solely about disputes over contract provisions or about the quality of the work being provided to the bank. Instead, at the heart of the matter lay the structure of the Interpublic/BofA relationship, and the egos at its epicenter.
On the Interpublic side, Chief Marketing Officer Bruce Nelson-one executive said he was promised a more senior title by Mr. Roth's predecessor David Bell, but never got it-described by insiders as a volatile genius, with zero tolerance for those less smart or competent than himself. On the BofA side, corporate-marketing executive Cathy Bessant, a powerful player within the bank who made her name at predecessor NationsBank and was once floated as a nominee to the Federal Reserve Board of Governors. She is said by agency executives who've worked with her to be a shrewd and controlling operator. Neither would comment for this story.
The holding-company relationship that Mr. Nelson and Ms. Bessant constructed made them turnkey executives on the business. Some suggest they exercised near-absolute control over the company's marketing and often consulted only with each other about important issues. This chafed bank business units, which wanted more control over their advertising; angered Interpublic agencies; and fueled tension between Mr. Nelson and Mr. Roth.
It was Mr. Nelson who, in 2002, led Interpublic's successful defense of the BofA account, then at Bozell (since merged into Lowe). Mr. Nelson, an Interpublic vet who briefly ran an agency-within-an-agency at McCann Erickson during the 1980s and made his name working on Coca-Cola, received accolades. He also received a degree of clout that would become an issue for Mr. Roth, who was named chairman of Interpublic in the fall of 2004 and CEO in January 2005. (Mr. Bell is said to have taken a more laissez-faire approach to Mr. Nelson.)
Mr. Nelson and Ms. Bessant had an extremely close relationship, executives said. Indeed, Mr. Nelson-who led an entity called Flag that managed the business-tightly controlled the relationship and nothing got done without him, executives said. He also got involved with creative.
This lack of control made some Interpublic agencies uneasy. Unease turned to outright anger last September when Flag moved the bulk of creative duties to Draft and out of Deutsch. As Mr. Roth made the rounds of Interpublic agencies, their executives expressed their displeasure at being undermined by the holding company. And it frayed relations between Mr. Roth and Mr. Nelson.
At the same time, all was not well at Bank of America. Executives increasingly were exasperated by Interpublic's accounting woes-they were an embarrassment for a bank that touted its "higher standards" in its marketing. Moreover, while business results were solid and marketing appeared to be delivering results, there was a feeling that the brand creative was unspectacular. While Interpublic delivered good "nuts-and-bolts" work, BofA "never got great brand creative," said an executive at one BofA agency. "It's not Citibank," the executive said, referring to Fallon Worldwide's distinctive work.
On the surface, the relationship appeared on a solid footing. One executive described a holiday party last year in Manhattan as a "lovefest." But behind the scenes, the bank quietly started putting out feelers.
Then early this year, the bank and Interpublic started negotiating the master contract. BofA had a bold demand: It wanted an exclusivity provision so far-reaching that it would prevent any agency working with the bank from working with any other bank. Mr. Nelson supported the position but Mr. Roth balked. Likely as a rebuke-if not a threat-BofA reduced its notification period to 30 days from 90 days.
On June 15, Mr. Nelson gave notice he intended to leave; BofA's contacts with Omnicom and WPP picked up. BofA acknowledged the review a little more than a month later; Mr. Nelson revealed he had resigned on "principle" and started taking shots at his longtime employer.
On Aug. 1, Mr. Roth sent out a memo to staff addressing the review. He acknowledged issues had arisen during contract negotiations and the client's desire to reassess its partnerships. But he said Interpublic had lived up to the "higher standards" theme. "However, even in such successful situations, sometimes there are changes that shake things up," the memo said.
In the aftermath, Ms. Bessant no longer reports to bank CEO Kenneth Lewis and some of her responsibilities have been doled out to another executive. A spokeswoman for BofA wouldn't comment on reports of internal discord. She said the move to make Ms. Bessant report to Liam McGee, president-global consumer and small-business banking, was driven by the fact that the unit represents most of the bank's marketing spending. She said the new reporting structure strengthens "the links between the marketing team and the lines of business that are directly serving our customers."
With this upheaval, Interpublic is seen as a long shot-at best-to prevail. Omnicom, which narrowly missed out on this account in 2002, is considered a favorite by industry oddsmakers. But not to be discounted is Martin Sorrell, whose WPP Group has shown itself a fearsome competitor when it comes to holding-company-level reviews.