In re Citigroup Inc. Bond Litigation

296 F.R.D. 147, 2013 WL 4427195, 2013 U.S. Dist. LEXIS 117838
CourtDistrict Court, S.D. New York
DecidedAugust 20, 2013
DocketNo. 08 Civ. 9522(SHS)
StatusPublished
Cited by7 cases

This text of 296 F.R.D. 147 (In re Citigroup Inc. Bond Litigation) is published on Counsel Stack Legal Research, covering District Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Citigroup Inc. Bond Litigation, 296 F.R.D. 147, 2013 WL 4427195, 2013 U.S. Dist. LEXIS 117838 (S.D.N.Y. 2013).

Opinion

OPINION & ORDER

SIDNEY H. STEIN, District Judge.

Plaintiffs bring this action on behalf of a class of purchasers of bonds issued by or on behalf of Citigroup, Inc., raising claims pursuant to the Securities Act of 1933. They allege that Citigroup made material misstatements or omissions — primarily concerning [151]*151the extent and impact of its exposure to subprime mortgage assets — in public offerings associated with forty-eight bond issu-ances that occurred between May 2006 and November 2008. Plaintiffs have now agreed to settle all claims asserted in this action in exchange for a payment of $730 million, and they seek the Court’s approval. Defendants do not oppose that motion. Having reviewed the proposed class action settlement and plan of allocation, the Court has determined that both are fair, reasonable, and adequate and hereby approves the settlement and plan of allocation pursuant to Federal Rule of Civil Procedure 23.

I. Background

A. The Alleged Fraud Summarized

The allegations in this case concern the same basic Citigroup conduct involved in the other litigations in this multidistrict litigation — notably In re Citigroup Inc. Securities Litigation, No. 07 Civ. 9901(SHS) (the “Securities Action”). The Court recently approved a proposed securities class action settlement and attorneys’ fee award in the Securities Action. See generally In re Citigroup Inc. Sec. Litig., 965 F.Supp.2d 369 (S.D.N.Y.2013). As in that consolidated class action, plaintiffs’ injuries here allegedly stem from “Citigroup’s investment in, and exposure to, risks associated with a now-infamous species of complex financial instruments: collateralized debt obligations (‘CDOs’) that have as some or all of their collateral residential mortgage backed securities (‘RMBS’).” Id. at 374.

The specific allegations here are that “Citigroup made materially untrue or misleading statements or omissions in public offering materials associated with forty-eight different bond issuances between May 2006 and August 2008.” In re Citigroup Inc. Bond Litig., 723 F.Supp.2d 568, 572 (S.D.N.Y. 2010). These misstatements or omissions allegedly concerned Citigroup’s exposure to $66 billion of CDOs backed by subprime mortgage assets, its exposure to $100 billion in structured investment vehicles (“SIVs”) backed by similar assets, the extent of reserve capital Citigroup held to offset potential losses from residential mortgage loans, its acquisition of $11 billion in auction-rate securities (“ARS”) whose market evaporated during the financial crisis, its misstatement of its capital ratio, and the compliance of its Securities and Exchange Commission filings with Generally Accepted Accounting Principles (“GAAP”). Id. at 574-75. Plaintiffs allege that the price of Citigroup bonds “plummeted in value” when the truth about Citigroup’s extensive exposure to subprime mortgage assets was disclosed and these misstatements or omissions became apparent. Id. at 574. As explained below, the Court found that certain of these allegations stated plausible grounds for relief. See id. at 595-96.

B. Pre-Settlement Procedural History

Two putative class actions raising Securities Act claims based on this alleged fraud were filed in New York State Supreme Court, New York County on September 30 and October 28, 2008. In re Citigroup Inc. Bond Litig., 723 F.Supp.2d at 581. In addition to Citigroup, the defendants are a number of statutory trusts whose sole assets are securities issued by Citigroup, a number of individuals who are or were either members of the Citigroup Board of Directors or officers of Citigroup, and a plethora of underwriter defendants.1 (Stipulation and Agreement of Settlement dated March 18, 2013 (“Stipulation”), Ex. 1 to Notice of Motion for Preliminary Approval of Settlement (“Preliminary Approval Motion”), Dkt. No. 153.)

Defendants timely removed both actions, and they were consolidated and accepted by this Court as part of the Citigroup multidis-trict litigation in December 2008. In re Citigroup Bond Litig., 723 F.Supp.2d at 581. The law firm of Bernstein Litowitz Berger & Grossmann LLP was appointed to represent plaintiffs in the consolidated action and directed to coordinate with lead plaintiffs and their counsel in the Securities Action. (Order dated Dec. 10, 2008, Dkt. No. 10.) Lead [152]*152plaintiffs here are a number of pension plans, an insurance company, and two individuals, all of which purchased debt securities issued by Citigroup during the relevant period.2 Plaintiffs filed a consolidated amended class action complaint on January 15, 2009, raising seven different causes of action pursuant to Sections 11, 12, and 15 of the Securities Act, 15 U.S.C. § 77k, l, o. In re Citigroup Inc. Bond Litig., 723 F.Supp.2d at 581.

The Citigroup defendants and the underwriter defendants filed separate motions to dismiss the consolidated amended complaint in March 2009. Defendants claimed that plaintiffs lacked standing to bring certain claims; that the heightened pleading standard of Rule 9(b) applied and that plaintiffs’ pleadings failed to meet it; and that, even if Rule 9(b) did not apply, plaintiffs’ complaint failed to allege actionable misstatements or omissions. Id. at 572. In a July 2010 opinion and order, this Court granted in part and denied in part the motions. It found that plaintiffs had standing to bring claims pursuant to Sections 11 and 15 of the Securities Act and that plaintiffs had adequately plead a number of actionable misstatements or omissions. Id. Specifically, claims survive alleging that the registration statements accompanying the forty-eight Citigroup bond issuances that took place between May 2006 and August 2008 — from which Citigroup raised over $71 billion — contained either material misstatements of fact or omissions regarding Citigroup’s holdings of CD Os, the credit quality of Citigroup’s SIV holdings, Citigroup’s “well-capitalized” status, and Citigroup’s compliance with GAAP, in violation of Sections 11 and 15. Id. at 595-96. The Court dismissed Section 11 claims alleging misstatements respecting Citigroup’s pre-De-cember 2007 SIV holdings and Citigroup’s ARS exposure. Id. at 591, 593. The Court also dismissed all claims brought pursuant to Section 12, finding that plaintiffs did not have standing to bring such claims because they had not claimed to have purchased bond securities directly from defendants. Id. at 585.

Defendants moved for reconsideration of the opinion and order, arguing that controlling precedent dictated that plaintiffs lacked statutory standing to bring certain Section 11 claims; they filed an answer to the amended complaint in October 2010, asserting thirty-eight affirmative defenses. Following full briefing, the Court denied the motion for reconsideration in March 2011. (Order dated March 29, 2011, Dkt. No. 82.)

Active discovery began in August 2010, soon after the resolution of the motions to dismiss. The scope of plaintiffs’ requests for production was broad, and the parties engaged in extensive negotiations and numerous conferences regarding which documents would be produced.

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Bluebook (online)
296 F.R.D. 147, 2013 WL 4427195, 2013 U.S. Dist. LEXIS 117838, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-citigroup-inc-bond-litigation-nysd-2013.