Bank of America Corp.'s (NYSE: BAC) $4 billion acquisition of Countrywide Financial Corp. (NYSE: CFC) isn't sitting well with the mortgage company's biggest shareholder, Legg Mason Capital Management (NYSE: LM)

Legendary money manager Bill Miller, who raised his Legg Mason Value Trust fund's stake in Countrywide to 15% and could buy as much as a 25% interest, said in a letter distributed to the press that he was "quite surprised by the decision to sell the company at close to a seven-year low in the stock price, and agreeing to a bid that amounts to only 30% of book value." Predictably, Bank of America disagrees with Miller. A company spokesman told Bloomberg News that "we believe it is fair for both companies."

Miller, who also wants Countrywide to remove its "poison pill" defense against takeovers, has a point. When Bank of America offered to buy the Calabasas, Calif.-based company in January, the value of the all-stock deal was $7.16 per share, only about an 8% premium. Bank of America's stock is no prize either, tumbling 19% over the past year along with the rest of the financial sector because of concerns about subprime mortgages and a likely recession,

The problem, of course, is that Countrywide's shares are cheap because its name has become synonymous with the subprime mortgage fiasco. Companies aren't going to trip over themselves to top Bank of America's low-ball offer. Miller does deserve credit for trying to prevent Countrywide shareholders from being shafted even more than they have over the past year. Whether he can do any good remains to be seen.