Bank of New York Mellon v. Commerzbank Capital Funding Trust II

JACOBS, Justice.

In 2006, a German bank organized two affiliated entities under Delaware law. One of those entities sold a class of securities — Trust Preferred Securities — to investors as part of the bank’s effort to raise capital. In 2009, the bank acquired a second German bank by merger, whereby the bank assumed an obligation of the acquired bank to make certain payments with respect to a class of the acquired bank’s securities. Post-merger, the bank made those payments in 2009 and 2010. In 2010, the Plaintiff, who is the Property Trustee for the holders of the acquiror bank’s Trust…