AIG 2008 Annual Report Download - page 289

actions were consolidated as In re American International Group, Inc. 2007 Derivative Litigation (the Consolidated
2007 Derivative Litigation). On February 15, 2008, plaintiffs filed a consolidated amended complaint alleging the
same causes of action. On April 15, 2008, motions to dismiss the action were filed on behalf of all defendants. The
motions to dismiss are pending.
On August 6, 2008, a purported shareholder derivative action was filed in the Southern District of New York
asserting claims on behalf of AIG based generally on the same allegations as in the consolidated amended complaint
in the Consolidated 2007 Derivative Litigation.
Derivative Action — Supreme Court of New York. On February 29, 2008, a purported shareholder derivative
complaint was filed in the Supreme Court of Nassau County naming as defendants the then current directors of AIG
and certain former and present senior officers of AIG and its subsidiaries. Plaintiff asserts claims for breach of
fiduciary duty, waste of corporate assets, and unjust enrichment in connection with AIG’s public disclosures
regarding its exposure to what the complaint describes as the subprime mortgage market. On May 19, 2008,
defendants filed a motion to dismiss or to stay the proceedings in light of the pending Consolidated 2007 Derivative
Litigation. The motion is pending.
Derivative Action — Delaware Court of Chancery. On September 17, 2008, a purported shareholder
derivative complaint was filed in the Court of Chancery of Delaware naming as defendants certain former and
present directors and senior officers of AIG and its subsidiaries. Plaintiff asserts claims on behalf of nominal
defendant AIG for breach of fiduciary duty, waste of corporate assets, and mismanagement in connection with
AIG’s public disclosures regarding its exposure to the subprime lending market. On December 19, 2008, a motion to
stay or dismiss the action was filed on behalf of defendants. The motion is pending.
Derivative Action — Delaware Court of Chancery. On January 15, 2009, a purported shareholder derivative
complaint was filed in the Court of Chancery of Delaware naming as defendants certain current directors of AIG
and Joseph Cassano, the former CEO of AIGFP, and asserting claims on behalf of nominal defendant AIGFP. As
sole shareholder of AIGFP, AIG was also named as a nominal defendant. Plaintiff asserts claims against Joseph
Cassano for breach of fiduciary duty and unjust enrichment. The complaint alleges that Cassano was responsible for
losses suffered by AIGFP related to its exposure to subprime-backed credit default swaps and collateralized debt
obligations and that he concealed these losses for his own benefit.
Action by the Starr Foundation — Supreme Court of New York. On May 7, 2008, the Starr Foundation filed a
complaint in New York State Supreme Court against AIG, AIG’s former Chief Executive Officer, Martin Sullivan,
and AIG’s then Chief Financial Officer, Steven Bensinger, asserting a claim for common law fraud. The complaint
alleges that the defendants made materially misleading statements and omissions concerning alleged multi-billion
dollar losses in AIG’s portfolio of credit default swaps. The complaint asserts that if the Starr Foundation had known
the truth about the alleged losses, it would have sold its remaining shares of AIG stock. The complaint alleges that
the Starr Foundation has suffered damages of at least $300 million. On May 30, 2008, a motion to dismiss the
complaint was filed on behalf of defendants. After a hearing, the complaint was dismissed. On December 23, 2008,
plaintiff filed a notice of appeal.
Canadian Securities Class Action — Ontario Superior Court of Justice. On November 13, 2008, an
application was filed in the Ontario Superior Court of Justice for leave to bring a purported securities fraud class
action against AIG, AIGFP, certain of AIG’s current and former officers and directors, and the former CEO of
AIGFP. If the Court grants the application, a class plaintiff will be permitted to file a statement of claim against AIG.
The proposed statement of claim would assert a class period of November 10, 2006 through September 16, 2008,
and would allege that during this period defendants made false and misleading statements and omissions in
quarterly and annual reports and during oral presentations in violation of the Ontario Securities Act.
Litigation Relating to the Credit Agreement with the NY Fed
On November 4, 2008, a purported class action was filed in the Delaware Court of Chancery naming as
defendants AIG, Chairman and Chief Executive Officer Edward M. Liddy, and certain current and former AIG
directors. Plaintiff alleges violations of Delaware General Corporation Law Section 242(b)(2) and breaches of
AIG 2008 Form 10-K 283
American International Group, Inc., and Subsidiaries
Notes to Consolidated Financial Statements — (Continued)