AIG 2008 Annual Report Download - page 288

Southern District of New York, all containing similar allegations. One of the additional complaints, filed on June 19,
2008, alleges a purported class period of November 10, 2006 through June 6, 2008.
On October 9, 2008, a purported securities class action complaint was filed in the Southern District of New
York on behalf of purchasers of AIG’s 7.70 percent Series A-5 Junior Subordinated Debentures issued in a
registered public offering on December 11, 2007 against AIG, certain of its current and former officers and
directors, and the underwriters of the offering. The complaint alleges that defendants made statements in AIG’s
registration statement, prospectus and quarterly and year-end filings which were materially false and misleading, in
violation of Sections 11, 12(a) and 15 of the Securities Act of 1933. The claims are based generally on the same
allegations as the securities fraud class actions described above. One additional purported securities class action
complaint was filed in the Southern District of New York on October 27, 2008, containing identical allegations.
On December 4, 2008, a purported securities class action complaint was filed in the Southern District of New
York on behalf of purchasers of various AIG securities issued pursuant to three shelf registration statements filed on
June 12, 2003, June 22, 2007, and May 12, 2008, against AIG, certain of its current and former officers and
directors, and the underwriters of the offerings. The complaint alleges that defendants made statements in the shelf
registration statements, and in annual, quarterly and current filings which were materially false and misleading in
violation of Sections 11, 12(a) and 15 of the Securities Act of 1933. The claims are based generally on the same
allegations as the securities fraud class actions described above.
On January 15, 2009, a purported securities class action complaint was filed in the Southern District of New
York on behalf of purchasers of AIG Medium-Term Notes, Series AIG-FP, which the complaint alleges were offered
on a continuous basis from November 17, 2006 through April 10, 2008, against AIG, certain of its current and
former officers and directors, and the underwriters of the offerings. The complaint alleges that in connection with
the offering materials, defendants failed to disclose information relevant to the creditworthiness of AIG and
therefore the value of the notes, making them false and misleading in violation of Sections 11, 12(a) and 15 of the
Securities Act of 1933.
The Court has not yet appointed a lead plaintiff in these actions.
ERISA Actions — Southern District of New York. On June 25, 2008, the Company, certain of its executive
officers and directors, and unnamed members of the Company’s Retirement Board and Investment Committee were
named as defendants in two separate, though nearly identical, actions filed in the Southern District of New York.
The actions purport to be brought as class actions on behalf of all participants in or beneficiaries of certain pension
plans sponsored by AIG or its subsidiaries (the Plans) during the period May 11, 2007 through the present and
whose participant accounts included investments in the Company’s common stock. Plaintiffs allege, among other
things, that the defendants breached their fiduciary responsibilities to Plan participants and their beneficiaries under
the Employee Retirement Income Security Act of 1974, as amended (ERISA), by: (i) failing to prudently and
loyally manage the Plans and the Plans’ assets; (ii) failing to provide complete and accurate information to
participants and beneficiaries about the Company and the value of the Company’s stock; (iii) failing to monitor
appointed Plan fiduciaries and to provide them with complete and accurate information; and (iv) breaching their
duty to avoid conflicts of interest. The alleged ERISA violations relate to, among other things, the defendants’
purported failure to monitor and/or disclose unrealized market valuation losses on AIGFP’s super senior credit
default swap portfolio as a result of severe credit market disruption. Six additional purported ERISA class action
complaints were subsequently filed in the Southern District of New York, each containing similar allegations. It is
anticipated that these actions will all be consolidated and that the Court will then appoint a lead plaintiff in the
consolidated action.
Derivative Actions — Southern District of New York. On November 20, 2007, two purported shareholder
derivative actions were filed in the Southern District of New York naming as defendants the then current directors of
AIG and certain senior officers of AIG and its subsidiaries. Plaintiffs assert claims for breach of fiduciary duty,
waste of corporate assets and unjust enrichment, as well as violations of Section 10(b) of the Exchange Act and
Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act, among other things, in connection with
AIG’s public disclosures regarding its exposure to what the lawsuits describe as the subprime market crisis. The
282 AIG 2008 Form 10-K
American International Group, Inc., and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)