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American International Group, Inc. (NYSE: AIG) confirmed today that the AIG Board of Directors will consider, at a meeting scheduled for January 9, 2013, the demand served on the AIG Board of Directors on September 21, 2012, by Starr International Company, Inc. (“Starr”) as to whether AIG will take over, or allow Starr to continue to pursue, a lawsuit that Starr filed on behalf of itself and other AIG shareholders contesting the Constitutionality of certain terms of the U.S. government’s rescue of AIG in September 2008.
Under applicable law, as well as according to certain court rulings, the AIG Board must consider and respond to Starr’s demand, and expects to do so by the end of January 2013.
Specifically, in November 2011, Starr filed a lawsuit in the United States Court of Federal Claims and the United States District Court for the Southern District of New York alleging, among other things, that the Government’s 2008 receipt of a 79.9% equity interest in AIG constituted a wrongful “taking” without just compensation, in violation of the United States Constitution. The lawsuit makes claims on a “derivative” basis in the name of AIG and for its benefit, as well as on a “direct” basis on behalf of Starr and other similarly-situated shareholders.
By its demand, Starr requests that the AIG Board authorize AIG to assume control of the claims that Starr is pursuing in AIG’s name or allow Starr to pursue these claims on AIG’s behalf. Starr’s complaint seeks approximately $25 billion in damages.
The Board has three options with respect to the derivative claims asserted on its behalf: (1) take over Starr’s claims and prosecute them on its own; (2) refuse the demand and prevent the claims from being prosecuted by Starr, a decision Starr is likely to challenge; or (3) allow Starr to prosecute the claims on AIG’s behalf. Importantly, the Court of Federal Claims has denied the Government’s motion to dismiss the suit, so that the case will go forward with or without AIG’s participation. If AIG does not allow the derivative claims to proceed on AIG’s behalf and Starr prevails or obtains a favorable settlement on its direct claims, then AIG will not receive any of the amounts recovered.