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New York County Clerk 04/01/2019 09:43 Pm Index No FILED: NEW YORK COUNTY CLERK 04/01/2019 09:43 PM INDEX NO. 656587/2016 NYSCEF DOC. NO. 163 RECEIVED NYSCEF: 04/01/2019 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK BLACKROCK CORE BOND PORTFOLIO, et al., Index No. 656587/2016 Plaintiffs, Justice Andrew Borrok (Part 53) -against- WELLS FARGO BANK, NATIONAL ASSOCIATION, Defendant. AFFIDAVIT OF TIMOTHY A. DELANGE IN SUPPORT OF PLAINTIFFS’ MOTION FOR (1) FINAL APPROVAL OF SETTLEMENT AND PROPOSED PLAN OF ALLOCATION; (2) CERTIFICATION OF THE ACTION AS A CLASS ACTION FOR SETTLEMENT PURPOSES PURSUANT TO CPLR 901, ET SEQ.; AND (3) AWARD OF ATTORNEYS’ FEES AND REIMBURSEMENT OF LITIGATION EXPENSES 1 of 34 FILED: NEW YORK COUNTY CLERK 04/01/2019 09:43 PM INDEX NO. 656587/2016 NYSCEF DOC. NO. 163 RECEIVED NYSCEF: 04/01/2019 TABLE OF CONTENTS Page I. OVERVIEW ....................................................................................................................... 1 II. THE PROSECUTION OF THE ACTION ......................................................................... 5 A. Initial State Court Action ........................................................................................ 5 B. The Federal Action ................................................................................................. 5 C. State Court Proceedings .......................................................................................... 7 D. The Third-Party Actions ......................................................................................... 8 E. The Declaratory Relief Action ................................................................................ 8 F. Discovery And Motion Practice .............................................................................. 9 G. Motion For Certification Of A Litigation Class ................................................... 10 H. Consultation With Experts .................................................................................... 10 I. Mediation And Settlement .................................................................................... 12 III. THE SIGNIFICANT CHALLENGES AND RISKS OF THE ACTION ........................ 13 A. The Risks Of Proving Liability ............................................................................. 13 B. The Risks Of Establishing Causation And Damages ............................................ 15 C. The Risks Of Demonstrating That A Litigation Class Should Be Certified ................................................................................................................ 16 D. Other Risks and Defenses ..................................................................................... 16 E. The Settlement Is Reasonable In Light Of The Risks Of Continued Litigation ............................................................................................................... 17 IV. THE SETTLEMENT ........................................................................................................ 17 V. THE PLAN OF ALLOCATION ...................................................................................... 19 VI. NOTICE TO THE SETTLEMENT CLASS AND THE CLASS RESPONSE TO DATE..................................................................................................... 21 VII. ATTORNEYS’ FEES AND LITIGATION EXPENSES ................................................. 23 A. The Fee Application .............................................................................................. 23 B. The Settlement Was Achieved Through Counsel’s Skill, Experience And Tenacity ...................................................................................... 24 i 2 of 34 FILED: NEW YORK COUNTY CLERK 04/01/2019 09:43 PM INDEX NO. 656587/2016 NYSCEF DOC. NO. 163 RECEIVED NYSCEF: 04/01/2019 C. The Action Involved Novel Claims And Complex Subject Matter ...................... 24 D. BLB&G Has Considerable Skill And Experience ................................................ 25 E. Plaintiffs Faced Formidable Opposition ............................................................... 25 F. BLB&G Invested Significant Time And Worked Efficiently To Secure The Settlement .......................................................................................... 25 G. The Litigation Expenses ....................................................................................... 27 H. The Reaction Of The Settlement Class To The Fee And Expense Application ............................................................................................................ 29 VIII. CONCLUSION ................................................................................................................. 30 ii 3 of 34 FILED: NEW YORK COUNTY CLERK 04/01/2019 09:43 PM INDEX NO. 656587/2016 NYSCEF DOC. NO. 163 RECEIVED NYSCEF: 04/01/2019 EXHIBIT LIST Ex. No. Description 1 Affidavit of Layn R. Phillips in Support of Final Settlement Approval (“Phillips Aff.”) 2 Affidavit of Jack Ewashko of JND Legal Administration Regarding (i) Mailing of Notice and Claim Form; (ii) Publication of Summary Notice; and (iii) Report on Requests for Exclusion Received to Date (“Ewashko Aff.”) 3 Affidavit of Michael L. Hartzmark, Ph.D. Regarding Plan of Allocation (“Hartzmark Aff.”) 4 Compendium of Plaintiffs’ Counsel’s Lodestar and Litigation Expense Information: 4A – Summary of Plaintiffs’ Counsel’s Lodestar and Litigation Expenses 4B – Plaintiffs’ Counsel BLB&G’s Time Report 4C – Plaintiffs’ Counsel BLB&G’s Litigation Expense Report 5 BLB&G Firm Resume iii 4 of 34 FILED: NEW YORK COUNTY CLERK 04/01/2019 09:43 PM INDEX NO. 656587/2016 NYSCEF DOC. NO. 163 RECEIVED NYSCEF: 04/01/2019 I, TIMOTHY A. DeLANGE, an attorney admitted to practice in the courts of the State of California and admitted pro hac vice in this Action, affirm under penalty of perjury pursuant to New York Civil Practice Law and Rules (“CPLR”) 2106 that the following is true and correct: 1. I am a partner of the law firm of Bernstein Litowitz Berger & Grossmann LLP (“BLB&G” or “Plaintiffs’ Counsel”), and attorneys of record for Plaintiffs. I am fully familiar with the facts and proceedings in this Action and have personal knowledge of the matters set forth herein based upon my close supervision and active participation in the prosecution of the Action. 2. I respectfully submit this Affidavit in support of Plaintiffs’ motion for orders: (1) granting final approval of the proposed Settlement and proposed Plan of Allocation; (2) certifying the action as a Class Action for settlement purposes pursuant to CPLR 901, et seq.; and (3) awarding attorneys’ fees and reimbursement of litigation expenses (the “Final Approval Motion”).1 3. This Affidavit does not seek to detail each and every event during the Action. Rather, this Affidavit provides the Court with a summary of the prosecution of the Action, the events leading to the Settlement, the basis upon which Plaintiffs’ counsel and Plaintiffs recommend the Settlement’s approval, and the basis for approval of Plaintiffs’ counsel’s request for an award of attorneys’ fees and reimbursement of litigation expenses. 4. Attached to the Affidavit are true and correct copies of the documents identified in the Exhibit List. I. OVERVIEW 5. Subject to the Court’s approval, the proposed Settlement provides to Settlement Class Members a substantial and immediate benefit; specifically, a recovery of $43,000,000 in cash 1 Unless otherwise stated, capitalized terms have the meanings set forth in the Stipulation And Agreement Of Settlement dated November 9, 2018. 1 5 of 34 FILED: NEW YORK COUNTY CLERK 04/01/2019 09:43 PM INDEX NO. 656587/2016 NYSCEF DOC. NO. 163 RECEIVED NYSCEF: 04/01/2019 and the release of $70,000,000 of the Reserve Funds withheld or reserved by Wells Fargo Bank N.A. (“Wells Fargo”) in its Trustee Reserve Accounts established in connection with the following 20 Bank of America securitizations: Banc of America Alternative Loan Trust 2004-1; Banc of America Alternative Loan Trust 2004-2; Banc of America Alternative Loan Trust 2004-3; Banc of America Alternative Loan Trust 2004-4; Banc of America Alternative Loan Trust 2004-7; Banc of America Alternative Loan Trust 2004-8; Banc of America Mortgage 2004-1; Banc of America Mortgage 2004-10; Banc of America Mortgage 2004-11; Banc of America Mortgage 2004-3; Banc of America Mortgage 2004-4; Banc of America Mortgage 2004-5; Banc of America Mortgage 2004-7; Banc of America Mortgage 2005-1; Banc of America Mortgage 2005-10; Banc of America Mortgage 2005-12; Banc of America Mortgage 2005-5; Banc of America Mortgage 2005-6; Banc of America Mortgage 2005-7; Banc of America Mortgage 2005-9 (collectively, the “Bank of America Reserve Account Trusts”). Plaintiffs and Plaintiffs’ Counsel respectfully submit that the Settlement is an excellent result for the Settlement Class considering the challenges and risks in this litigation. 6. Although Plaintiffs and Plaintiffs’ Counsel believe their claims are meritorious, continued litigation through trial and inevitable appeals would have been extremely costly and fraught with significant risks, making any recovery uncertain. Accordingly, if Plaintiffs elected to proceed with protracted litigation through trial, there is substantial doubt that Plaintiffs and the class would be able to obtain a recovery of $43 million and the release of any Reserve Funds. In contrast, the Settlement allows the Settlement Class to obtain a meaningful and immediate benefit now, while avoiding the risk, distraction and expense of continued
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