With shares of Countrywide Financial (NYSE: CFC) trading at a 35% discount to the price that Bank of America (NYSE: BAC) has agreed to pay for the company, it appears that traders have substantial doubt about the deal's prospects.

Of course, an FBI investigation into the company's accounting is also doing little to boost investor confidence. If the company's financial statements are misleading, Countrywide's estimates of default rates could be off. And if they're off by a lot, the company could be in big trouble.

One banker warned [subscription required] the Wall Street Journal that Countrywide's financial position "isn't a mark-to-market balance sheet," which make the arguments of investors like Jon Wood that the company should be sold for something closer to its $22 book value irrelevant.

The Wall Street Journal adds that Bank of America sent an army of bankers to conduct due diligence prior to the deal and that "were BofA to walk away, all that effort would go to waste. More importantly, so might Countrywide itself."

And therein lies the problem. If Countrywide can't survive without this deal, Bank of America holds all the cards for negotiation -- and it isn't like other banks have stepped up to acquire the company at a higher price. There's nothing to stop BofA from forcing Mozilo & Co. to accept a lower buyout, or walk away entirely. And if they do that, they might be able to scoop up the company cheaper in a few months.