The complaint alleges that this is a class action lawsuit on behalf of all persons who participated in the Voluntary FA Capital Accumulation Program ("FA CAP") of Citigroup Inc. and its subsidiary, Citigroup Global Markets, Inc. d/b/a Smith Barney (collectively "Citigroup" or the "Company"). Under the FA CAP, participants used their earned wages to acquire restricted or deferred common stock ("CAP Shares") or a stock option ("CAP Option" and, collectively with CAP Shares, the "Securities") of Citigroup pursuant to a prospectus (as defined below, collectively, the "Offering Documents").
This action asserts strict liability claims under the Securities Act of 1933 ("Securities Act") against Citigroup Inc., Citigroup Global Markets, Inc. d/b/a Smith Barney Citigroup, the Personnel and Compensation Committee of the Citigroup Inc., Board of Directors ("P&C Committee") the members of the P&C Committee and John Does 1-30 (collectively, "Defendants"). This action also asserts claims under the Securities Exchange Act of 1934 ("Exchange Act") against Citigroup Inc., and the members of the P&C Committee.
This action also asserts claims on behalf of the FA CAP participants who were employed by Citigroup in the State of California. Plaintiffs allege that defendants breached their fiduciary duty to the California participants by failing to preserve the assets that were diverted into the FA CAP and by failing to keep the participants reasonably informed about facts relevant to their participation in the FA CAP. Plaintiffs also allege that the provisions in the FA CAP relating to vesting and forfeiture of FA CAP benefits are illegal under California law.
As detailed below, Citigroup sold the Securities to employees in order to allow employees to have a percentage of their annual compensation paid in the form of awards of restricted common stock. The Offering Documents incorporated Citigroup's annual financial results as well as any future filings made with the SEC under Section 13(a), 13(c), 14 and 15(d).
The Offering Documents, however, included untrue statements of material fact and omitted material information, namely, that: A. the Company's assets, including loans and mortgage-related securities, were impaired to a much larger extent than the Company had disclosed; B. the Company failed to properly record losses for impaired assets; C. The Company's internal controls were inadequate to prevent the Company from properly reporting the value of its assets; D. Citigroup was not as well capitalized as represented and would have to raise additional billions by selling equity in the Company to the U.S. government in order to prevent its total collapse; and E. the Company caused its structured investment vehicles ("SIVs") to imprudently issue billions of dollars worth of commercial paper and short term notes based on false and misleading statements.
On July 27, 2009, Judge M. James Lorenz granted the motion to appoint Daniel Brecher, Scott Short, Chad Taylor, Jennifer Murphy, Paul Koch, Dan Miller and Mark Oelfke as Lead Plaintiffs for the Classes. The Court also approved the selection of Wolf Haldenstein Adler Freeman & Herz LLP, Lovell Stewart Halebian LLP, Dostart Clapp Gordon & Coveney, LLP and Zamansky & Associates LLC to serve as Lead Counsel for the Classes. The Lead Plaintiffs have 45 days to file an amended class action complaint.
By Multidistrict Litigation Order dated August 27, 2009, the case was transferred to the U.S. District Court for the Southern District of New York, case number MDL No. 2070.
On October 9, 2009, the plaintiffs filed a First Amended Consolidated Class Action Complaint. The defendants responded by filing a motion to dismiss on November 23, 2009. The defendants' motion to dismiss the Complaint was granted on June 7, 2011. Judgment was entered on June 10, 2011, and the case is now closed.
The plaintiffs filed a motion to alter judgment on July 11, 2011. According to the Opinion and Order entered on November 14, 2011, because plaintiffs proposed amendments are not entirely futile, the Court grants plaintiffs Rule 59(e) motion and vacates the judgment of dismissal previously filed. The Court also grants in part and denies in part plaintiffs request for leave to replead. Consistent with the foregoing discussion, plaintiffs shall file within fourteen days a revised version of the proposed SAC with the following set forth in this Order.
On November 23, 2011, a Second Amended Consolidated Complaint was filed. The defendants responded by filing a motion to dismiss on December 21, 2011.
On January 6, 2014, the parties entered into a Stipulation of Settlement. This Settlement was preliminarily approved by the Court four days later. On May 20th, the Court issued an Order granting final approval of the Settlement. This was followed by a Judgment awarding attorneys' fees and expenses and dismissing this case with prejudice.