AHW Inv. P'ship v. Citigroup Inc., No. 13-4488 (2d Cir. 2015)Annotate this Case
Plaintiffs appealed the dismissal of their amended complaint for failure to state a claim. Plaintiffs alleged that they suffered losses in excess of $800 million when they refrained from selling their shares of Citigroup stock based on the fraudulent and negligent misrepresentations of defendants Citigroup and Citigroup executives. Defendants cross‐appealed, arguing that the district court erred by addressing the adequacy of plaintiffs’ substantive claims as “holders” of the shares during a period of decline in share value. Defendants claim that Delaware law mandates that such claims be brought in a shareholder derivative action, not as direct claims. The court certified the following question to the Delaware Supreme Court: Are the claims of a plaintiff against a corporate defendant alleging damages based on the plaintiff’s continuing to hold the corporation’s stock in reliance on the defendant’s misstatements as the stock diminished in value properly brought as direct or derivative claims?