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Opinion Regarding Corporate Separateness.Pdf Jason H. P. Kravitt Sean T. Scott Mayer Brown LLP 71 S. Wacker Drive Chicago, IL 60606 Matthew D. Ingber Mayer Brown LLP 1675 Broadway New York, NY 10019-5820 Dear Gentlemen: You have asked for my opinion in connection with a potential settlement (the “Potential Settlement”) involving securitization trusts (the “Trusts”) for which Mayer Brown’s client, The Bank of New York Mellon (“BNY Mellon” or the “Trustee”) is trustee or indenture trustee. In particular, I have been asked to consider two legal theories (veil piercing and successor liability) under which the Trustee could potentially seek to recover money from Bank of America Corporation (“BAC”) if certain BAC subsidiaries were liable for damages to the Trusts and unable to meet their respective obligations. In particular, you have asked me to focus on certain business combination transactions between Countrywide Financial Corporation (“CFC”), Countrywide Home Loans, Inc. (“CHL”) and Countrywide Home Loans Servicing (“CHLS”) on the one hand, and BAC and its subsidiary, NB Holdings Corporation (“NB Holdings”) on the other, in 2008, and whether such transactions provide a basis for the Trustee to recover from BAC under either a veil piercing or successor liability theory. Below are my general views of how those doctrines likely would come into play. This memo describes in general terms the law of veil-piercing and successor liability in Delaware, New York and California (as described in Appendix A, any of these could apply) and describes how these laws may apply to a potential case against BAC. This does not constitute legal advice, but gives my general opinions as an academic interested in corporate law and is limited by the available factual record and certain assumptions I make. Both veil piercing and successor liability are fact-intensive legal theories; any ultimate judicial determination may turn on documents or testimony that would be produced at trial that I haven’t seen. Much of my understanding comes from review of public filings and transaction documents as well as from discussions with BAC and legacy Countrywide personnel. I have not independently verified the accuracy of any facts discussed or assumed. This opinion is intended solely for your information, and I make no recommendation regarding the Settlement to either Mayer Brown or the Trustee. 1 ________________________________ Robert Daines Pritkzer Professor of Law and Business Stanford Law School 2 Contents SUMMARY................................................................................................................................................................................5 BACKGROUND......................................................................................................................................................................7 LEGACY BANK OF AMERICA...........................................................................................................................................7 LEGACY COUNTRYWIDE...................................................................................................................................................7 COUNTRYWIDE ACQUISITION ........................................................................................................................................7 ANALYSIS AND UNDERSTANDING OF FACTS.............................................................................................................8 THE LD-2 TRANSACTIONS ..........................................................................................................................................8 The Initial Loan Sales.....................................................................................................................................................8 July 2, 2008 - LD-2..........................................................................................................................................................9 THE LD-100 TRANSACTIONS .................................................................................................................................. 10 OTHER INTERCOMPANY ACTIVITY POST ACQUISITION.............................................................................. 11 CORPORATE STRUCTURE AND GOVERNANCE OF COUNTRYWIDE .......................................................... 12 THE LEGAL RISKS: WHEN SHOULD BAC BE LIABLE FOR THE DEBTS OF A SUBSIDIARY? ...................................................................................................................................................................... 13 THE BENEFITS OF LIMITED LIABILITY.................................................................................................................... 13 WHEN TO IGNORE LIMITED LIABILITY................................................................................................................... 13 VEIL PIERCING ................................................................................................................................................................. 15 PIERCING THE CORPORATE VEIL IN DELAWARE................................................................................................ 16 Mere Instrumentality or “Exclusive Domination and Control”...................................................................... 16 Fraud or something like it........................................................................................................................................... 17 Complete Domination.................................................................................................................................................. 20 Fraud or Wrong.............................................................................................................................................................. 21 PIERCING THE CORPORATE VEIL IN CALIFORNIA ............................................................................................. 23 Unity of Interest............................................................................................................................................................. 24 Inequitable Result ......................................................................................................................................................... 26 SUMMARY............................................................................................................................................................................. 27 SUCCESSOR LIABILITY............................................................................................................................................... 27 SUCCESSOR LIABILITY IN DELAWARE..................................................................................................................... 28 Assumption of Liability .............................................................................................................................................. 29 3 Mere Continuation........................................................................................................................................................ 30 Fraud ................................................................................................................................................................................. 30 De Facto Merger............................................................................................................................................................ 31 SUCCESSOR LIABILITY IN NEW YORK ..................................................................................................................... 32 Assumption of liability................................................................................................................................................ 33 Mere continuation......................................................................................................................................................... 33 Fraud ................................................................................................................................................................................. 34 De facto merger ............................................................................................................................................................. 34 SUCCESSOR LIABILITY IN CALIFORNIA................................................................................................................... 37 Summary............................................................................................................................................................................... 37 Appendix A Choice of Law .............................................................................................................................................. 39 Appendix B Materials reviewed...................................................................................................................................... 44 4 SUMMARY Based on my understanding of the facts, and as further explained below: · A veil piercing claim would likely fail. o First, from a policy perspective, it is generally not a good idea to pierce the veil for contractual claims (like a breach of warranty claim against CHL). To be blunt, the mere fact that creditors, including judgment creditors, will otherwise not be paid in full is no reason to pierce the veil. If investors in the trust certificates (the “Investors”)
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