In re American International Group, Inc. Securities Litigation
Labaton Sucharow represents the Lead Plaintiff Ohio Public Employees Retirement System, State Teachers Retirement System of Ohio, and Ohio Police & Fire Pension Fund, along with the Attorney General of the State of Ohio, in In re American International Group, Inc. Securities Litigation, a securities fraud class action pending before the Honorable Deborah A. Batts in the U.S. District Court for the Southern District of New York.
The case alleges numerous securities violations against American International Group (“AIG”) and twenty-one other defendants, including Maurice R. “Hank” Greenberg, AIG’s former long-time Chairman and CEO; PricewaterhouseCoopers, the Company’s outside auditors; and General Reinsurance Corp. (“Gen Re”), a Berkshire Hathaway subsidiary that allegedly structured and executed a $500 million sham reinsurance agreement that allowed AIG to improperly improve its reported reserves. On May 31, 2005, AIG filed its 2004 Form 10-K, restating the Company’s earnings, reducing its net income from 2000 through 2004 by $3.9 billion, and wiping out $2.26 billion of shareholders’ equity.
The Court has ruled on all outstanding motions to dismiss and has denied twenty-one of them in their entirety. The Court's denial of Gen Re’s motion to dismiss was particularly significant. Gen Re had argued that its alleged misconduct amounted to merely “aiding and abetting,” which is a claim that can only be brought by the Securities and Exchange Commission and not by private plaintiffs. The Court rejected this argument, relying on newly developing precedent, to find that Gen Re could be held liable as a primary violator for scheme liability under the Securities Exchange Act.
On February 22, 2010, the Court issued a 90-page Opinion granting Lead Plaintiff’s motion for class certification in significant part. The Court certified a litigation class including (1) shareholders who purchased or otherwise acquired shares during the Class Period of October 28, 1999 to April 1, 2005, and who possessed that stock over one or more of the dates of October 14, 2004, October 15, 2004, March 17, 2005, or April 1, 2005, (2) persons and entities who held the common stock of HSB Group at the time HSB Group was acquired by AIG in a stock for stock transaction and (3) persons and entities who held the common stock of American General at the time American General was acquired by AIG in a stock for stock transaction. Defendants and other defined affiliated persons and entities are excluded from the class. The Court appointed Labaton Sucharow and Hahn Loeser & Parks LLP as Co-Lead Counsel for the class.
On July 16, 2010, Ohio Attorney General Richard Cordray announced that an agreement on the terms of a proposed $725 million settlement had been reached, which, if approved by the Court, would resolve the Ohio Funds' claims against AIG and certain individual AIG directors and officers. Pursuant to this agreement, AIG will make an initial payment of $175 million after entry of a court order granting preliminary approval of the settlement. The remaining $550 million of the settlement amount may be funded by AIG through one or more common stock offerings.
On September 10, 2010, the District Court issued an Order denying preliminary approval of a $72 million settlement with the Gen Re Defendants and dismissing those defendants. On October 21, 2010, Lead Plaintiff filed an appeal of this decision. The matter is pending before the Second Circuit.
On November 30, 2010, a hearing was held before the Honorable Deborah A. Batts of the United States District Court for the Southern District of New York to determine whether a proposed $97.5 million Settlement between the Lead Plaintiff and defendant PricewaterhouseCoopers LLP ("PwC Settlement") should be approved. On December 2, 2010, the Court finally approved the PwC Settlement. The deadlines in the PwC Settlement to submit a Proof of Claim, object to the Settlement or seek exclusion from the Settlement Class have passed.
On January 6, 2011, Lead Plaintiff moved for preliminary approval of the $115 million Settlement with Hank Greenberg and related defendants. We are awaiting the Court's ruling on these motions for preliminary approval.
On October 5, 2011, the Court granted preliminary approval of the $725 million Settlement with AIG. If you purchased or otherwise acquired AIG Securities during the period from October 28, 1999 through April 1, 2005, inclusive, or held the common stock of HSB Group, Inc. ("HSB") at the time HSB was acquired by AIG in a stock for stock transaction, or held the common stock of American General Corporation ("AGC") at the time AGC was acquired by AIG in a stock for stock transaction, and were damaged thereby, you may be eligible to recover. If you previously submitted a Proof of Claim form in connection with the PwC Settlement, you will receive a Release Form that must be returned by January 23, 2012. If you did not previously submit a Proof of Claim form in connection with the PwC Settlement and want to be eligible to recover from the settlement with AIG, you must submit a Proof of Claim form with supporting documents by January 23, 2012.
A Fairness Hearing concerning the AIG Settlement will be held at 11:00 a.m. on January 31, 2012 before the Honorable Deborah A. Batts, in the United States District Court for the Southern District of New York, United States Courthouse, 500 Pearl Street, New York, New York 10007. The deadline for objecting to the AIG Settlement or for seeking exclusion from the Settlement Class is December 30, 2011.
AIG Settlement: Please see the links to the left for downloadable copies of the Notice of Proposed Settlement, Motion for Attorneys' Fees and Expenses Award and Fairness Hearing; the Proof of Claim form; the Release Form; and the Preliminary Approval Order.
PWC Settlement: Please see the links to the left for downloadable copies of the Notice of Fairness Hearing, the Notice of Proposed Settlement, Motion for Attorneys' Fees and Expenses Award and Fairness Hearing, and the Order and Final Judgment as to PricewaterhouseCoopers LLP.