AMBAC ASSURANCE CORPORATION, ET AL., plf-res, v. COUNTRYWIDE HOME LOANS, INC., ET AL., def, BANK OF AMERICA CORP., def-ap

3146-3146A. AMBAC ASSURANCE CORPORATION, ET AL., plf-res, v. COUNTRYWIDE HOME LOANS, INC., ET AL., def, BANK OF AMERICA CORP., def-ap — O'Melveny & Myers LLP, New York (Jonathan Rosenberg of counsel), for ap — Patterson Belknap Webb & Tyler LLP, New York (David W. Dykhouse and Joshua Kipnees of counsel), for res — Orders, Supreme Court, New York County (Eileen Bransten, J.), entered October 27, 2015, which denied defendant Bank of America Corp.'s (BAC) motion for summary judgment dismissing plaintiffs' (together, Ambac) successor-liability claims, and granted Ambac's motion for partial summary judgment on the continuity of ownership prong of the de facto merger claim, unanimously modified, on the law, to deny Ambac's motion and to grant BAC's motion as to the implied assumption of liabilities claim, and otherwise affirmed, without costs.

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3146-3146A. AMBAC ASSURANCE CORPORATION, ET AL., plf-res, v. COUNTRYWIDE HOME LOANS, INC., ET AL., def, BANK OF AMERICA CORP., def-ap — O’Melveny & Myers LLP, New York (Jonathan Rosenberg of counsel), for ap — Patterson Belknap Webb & Tyler LLP, New York (David W. Dykhouse and Joshua Kipnees of counsel), for res — Orders, Supreme Court, New York County (Eileen Bransten, J.), entered October 27, 2015, which denied defendant Bank of America Corp.’s (BAC) motion for summary judgment dismissing plaintiffs’ (together, Ambac) successor-liability claims, and granted Ambac’s motion for partial summary judgment on the continuity of ownership prong of the de facto merger claim, unanimously modified, on the law, to deny Ambac’s motion and to grant BAC’s motion as to the implied assumption of liabilities claim, and otherwise affirmed, without costs.

Ambac, the insurer of a number of residential mortgage-backed securitizations originated by the Countrywide defendants (collectively, Countrywide), seeks to impose successor liability for fraud and breach of contract in connection with the securitizations upon BAC, which acquired substantially all of Countrywide’s assets through a series of transactions that Ambac contends amounted to a de facto merger. Specifically, Ambac alleges that BAC acquired Countrywide in a transaction where Countrywide’s shareholders became shareholders of BAC. Ambac further alleges that BAC subsequently integrated Countrywide’s assets, through asset purchase agreements, so that Countrywide’s former shareholders continued to have an interest in those assets through their interests in BAC’s stock.¹

AMBAC ASSURANCE CORPORATION, ET AL., plf-res, v. COUNTRYWIDE HOME LOANS, INC., ET AL., def, BANK OF AMERICA CORP., def-ap

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