Index No. 602825/2008Page 2
The facts of this matter have been discussed extensively in previous decisions of
this court. Thus, only details necessary to the instant motions are referenced herein.
MBIA brought this action on September 30, 2008 against the Countrywide
MBIA alleges that Countrywide fraudulently induced MBIA to insure
fifteen residential mortgage-backed securitizations ("Securitizations") and that
Countrywide breached the representations and warranties in the transaction documentsrelated to the Securitizations. On August 24, 2009, MBIA filed an amended complaint(the "Amended Complaint"). The Amended Complaint added, among other things, acause of action alleging successor liability against BAC. This successor liability claimfor Countrywide's alleged liabilities is premised on a series of transactions entered into by
BAC and the Countrywide Defendants in 2008.A.
Transactions Between BAC and the Countrywide Defendants
On January 11, 2008, BAC agreed to acquire Countrywide Financial Corporation("CFC") through a forward triangular merger, whereby CFC merged into BAC's wholly-owned subsidiary, Red Oak Merger Corporation (the "Red Oak Merger"). (BAC
The "Countrywide Defendants" or "Countrywide" are Countrywide Home Loans, Inc.("CHL"), Countrywide Securities Corporation ("CSC"), Countrywide Financial Corporation("CFC") and Countrywide Home Loans Servicin.g, LP ("CHLS").