On April 20, 2011, Judge Mariana Pfaelzer of the U.S. District Court for the Central District of California granted Bank of America’s motion to dismiss the claims against it in a putative class action complaint that sought to hold Bank of America liable for Countrywide’s alleged misstatements and omissions regarding Countrywide’s loan origination practices. Plaintiffs argued that Bank of America can be held liable as a successor to Countrywide’s liability because the asset transfer between Bank of America and its subsidiary Countrywide constituted a de facto merger. Judge Pfaelzer disagreed; in applying Delaware law, Judge Pfaelzer noted that “Delaware courts use the doctrine of de facto merger sparingly” and declined to apply the doctrine here. Notably, Judge Pfaelzer’s decision runs contrary to an April 2010 decision by New York Supreme Court Justice Eileen Bransten which held, under New York law, that the asset transfer did constitute a de facto merger and that Bank of America could be liable as a successor to Countrywide. Pfaelzer Decision. Bransten Decision.