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In re Citigroup Inc. Shareholder Derivative Litigation

Delaware Court of Chancery
2009 WL 481906 (Del. Ch. Feb. 24, 2009)


In 2005, the housing bubble burst. This caused a number of subprime lenders to fail. According to its shareholders (plaintiffs), Citigroup Inc. (Citigroup) began engaging in subprime lending in 2006. Citigroup sold financial products that the plaintiffs claim exposed it to $55 billion is subprime liability. By November 2007, Citigroup was forced to give $7.6 billion in emergency financing to its structured investment vehicles (SIVs) and then bail them out by taking on $49 billion in assets. Several of Citigroup’s directors sat on the Audit and Risk Management Committee (ARM), which met frequently to discuss and manage risk. The plaintiffs sued existing and former Citigroup directors and officers (defendants), seeking to hold them personally liable for the company’s losses. The plaintiffs claim that the defendants failed to oversee, manage, and disclose Citigroup’s exposure due related to the subprime lending market, despite red flags that the housing market was about to collapse.

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Holding and Reasoning (Chandler, J.)

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