A special committee of independent board members ultimately held its nose and endorsed a $9 per share differential between public shares and Rosenkranz shares in Tokio Marine's overall $2.7 billion offer. Shareholders, predictably, sued to block the deal, arguing (among other things) that Rosenkranz and the rest of the board breached their fiduciary duty to the Class A shareholders by permitting Rosenkranz to negotiate a control premium for himself. The Delphi shareholders, who had counsel from about half of the M&A class action bar - Grant & Eisenhofer; Bernstein Litowitz Berger & Grossmann; Prickett, Jones & Elliot; Robbins Geller Rudman & Dowd; and Kessler Topaz Meltzer & Check - asked the court to enjoin a shareholder vote on the deal.The key sentence in New York State Supreme Court Justice Barbara Kapnick's against Countrywide is buried in the middle of the penultimate paragraph. But for Bank of America, it's pure gold. The Manhattan judge said that contrary to Walnut's assertion, Countrywide's mortgage-backed securities trustee, Bank of New York Mellon, acted on Walnut's complaints about deficiencies in underlying Countrywide loans by reaching the proposed $8.5 billion settlement announced last June. That language by any Countrywide MBS investor - and may offer a hint of the fate of the proposed global deal, which is also after a detour in federal court.