AIG 2009 Annual Report Download - page 303

American International Group, Inc., and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Greenberg will undertake to dismiss the Greenberg securities action with prejudice. On February 5, 2010, a stipulation
of voluntary dismissal with prejudice was filed.
ERISA Actions — Southern District of New York. Between June 25, 2008, and November 25, 2008, AIG, certain of
its executive officers and directors, and members of AIG’s Retirement Board and Investment Committee were named
as defendants in eight purported class action complaints asserting claims on behalf of participants in certain pension
plans sponsored by AIG or its subsidiaries. On March 19, 2009, the Court consolidated these eight actions as In re
American International Group, Inc. ERISA Litigation II, and appointed interim lead plaintiffs’ counsel. On June 26,
2009, lead plaintiffs’ counsel filed a consolidated amended complaint. The action purports to be brought as a class
action under the Employee Retirement Income Security Act of 1974, as amended (ERISA), on behalf of all
participants in or beneficiaries of the AIG Incentive Savings Plan, American General Agents’ and Managers’ Thrift
Plan, and the CommoLoCo Thrift Plan (the Plans) during the period June 15, 2007 through the present and whose
participant accounts included shares of AIG’s Common Stock. In the consolidated amended complaint, plaintiffs
allege, among other things, that the defendants breached their fiduciary responsibilities to Plan participants and their
beneficiaries under ERISA, by continuing to offer the AIG Stock Fund as an investment option in the Plans after it
allegedly became imprudent to do so. 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. On September 18, 2009, defendants filed motions
to dismiss the consolidated amended complaint, and that motion is pending.
Derivative Action — 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 directors and officers of AIG and its
subsidiaries and asserting claims on behalf of nominal defendant AIG. The actions were consolidated as In re
American International Group, Inc. 2007 Derivative Litigation (the Consolidated 2007 Derivative Litigation). The
factual allegations involve AIG’s exposure to the U.S. residential subprime mortgage market (Subprime Exposure)
and are generally the same as those alleged in the Consolidated 2008 Securities Litigation. On August 6, 2008, a third
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 2007 Derivative Litigation. On February 11, 2009,
the Court approved a stipulation consolidating the derivative action filed on August 6, 2008 with the Consolidated
2007 Derivative Litigation. On June 3, 2009, lead plaintiff filed a consolidated amended complaint naming additional
directors and officers of AIG and its subsidiaries as defendants, adding allegations concerning AIGFP employee
retention payments, and asserting claims on behalf of nominal defendant AIG for breach of fiduciary duty, waste of
corporate assets, unjust enrichment, contribution and violations of Sections 10(b) and 20(a) of the Exchange Act. On
August 5 and 26, 2009, AIG and defendants filed motions to dismiss the consolidated complaint, and that motion is
pending. On September 30, 2009, plaintiff in the purported derivative action discussed below filed on April 1, 2009 in
the Superior Court of the State of California, Los Angeles County moved to intervene in the Consolidated 2007
Derivative Litigation. On December 23, 2009, the Court denied the motion.
On November 20, 2009, a stipulation was filed with the Court voluntarily dismissing the claims against two of the
senior officers of AIG named as defendants, Brian T. Schreiber and Frank G. Wisner, without prejudice. The
requested voluntary dismissal is not the product of a settlement between lead plaintiff and Mr. Schreiber and
Mr. Wisner. Neither lead plaintiff nor lead plaintiff’s counsel has sought or received any consideration in return for
this voluntary dismissal. Lead plaintiff is continuing to pursue the action against all remaining defendants in the case.
By order of the Court on January 21, 2010, notice of this voluntary dismissal without prejudice of Mr. Schreiber and
Mr. Wisner is hereby given to AIG’s shareholders, and any shareholder objecting to the voluntary dismissal without
prejudice of Mr. Schreiber and Mr. Wisner must file with the Court in In re American International Group, Inc. 2007
Derivative Litigation, Case No. 07 CV 10464 (LTS), United States District Court for the Southern District of New
York, Daniel Patrick Moynihan United States Courthouse, 500 Pearl St., New York, NY 10007-1312, and serve on
counsel for the parties at [email protected] any objections to the proposed dismissal within 30 days of the
filing of this Form 10-K, i.e., by March 28, 2010.
295 AIG 2009 Form 10-K