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Citigroup Inc., Jury Trial Demanded

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Citigroup Inc., Jury Trial Demanded Case 1:20-cv-09438 Document 1 Filed 11/10/20 Page 1 of 137 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK EMPLOYEES’ RETIREMENT SYSTEM OF Case No.: THE STATE OF RHODE ISLAND, derivatively on behalf of CITIGROUP INC., JURY TRIAL DEMANDED Plaintiff, v. MICHAEL L. CORBAT, ELLEN M. COSTELLO, GRACE E. DAILEY, BARBARA DESOER, JOHN C. DUGAN, JANE FRASER, DUNCAN P. HENNES, PETER B. HENRY, FRANZ B. HUMER, S. LESLIE IRELAND, LEW W. JACOBS IV, RENÉE J. JAMES, EUGENE M. MCQUADE, MICHAEL E. O’NEIL, GARY M. REINER, ANTHONY M. SANTOMERO, DIANA L. TAYLOR, JAMES S. TURLEY, DEBORAH C. WRIGHT, ALEXANER WYNAENDTS, ERNESTO ZEDILLO PONCE DE LEON, Defendants, and CITIGROUP INC. Nominal Defendant. VERIFIED SHAREHOLDER DERIVATIVE COMPLAINT Case 1:20-cv-09438 Document 1 Filed 11/10/20 Page 2 of 137 TABLE OF CONTENTS I. NATURE OF THE ACTION ..............................................................................................1 II. JURISDICTION AND VENUE ..........................................................................................9 III. PARTIES ...........................................................................................................................10 A. Plaintiff ..................................................................................................................10 B. Nominal Defendant ................................................................................................10 C. The Defendants ......................................................................................................10 IV. DEFENDANTS WERE DUTY-BOUND TO OVERSEE THE COMPANY’S MOST IMPORTANT ACTIVITIES AND ENSURE ITS LEGAL AND REGULATORY COMPLIANCE..................................................................................................................15 A. Duties of All Defendants .......................................................................................15 B. Fiduciary Duties of Directors of Federal Banking Institutions ..............................16 C. The Board’s Committees Were Expressly Charged with Overseeing and Monitoring the Bank’s Internal Controls, Risk Management, and Regulatory Compliance ............................................................................................................18 1. The Duties of the Audit Committee ...........................................................20 2. The Duties of the Risk Management Committee .......................................22 3. The Duties of the Ethics, Conduct and Culture Committee.......................23 4. The Duties of the Nomination, Governance and Public Affairs Committee ....................................................................................................................24 5. The Duties of the Operations and Technology Committee .......................24 6. The Duties of the Personnel and Compensation Committee .....................25 D. The Company Repeatedly Acknowledged That Oversight of Regulatory Compliance and Internal Controls Was a Critical Board Function .......................25 V. DEFENDANTS BREACHED THEIR FIDUCIARY DUTIES TO CITIGROUP, RESULTING IN MASSIVE HARM TO THE COMPANY ............................................28 A. Background of Citigroup and Its Regulatory Environment ...................................28 B. Years of Red Flags: Citigroup Endures an Incessant Succession of Regulatory Actions Because of Its Failure to Implement and Maintain Sufficient Internal Controls and Risk-Management Systems ..............................................................30 -i- Case 1:20-cv-09438 Document 1 Filed 11/10/20 Page 3 of 137 1. April 2012: The OCC Issues a Consent Order Identifying “critical deficiencies” in Citigroup’s Compliance Systems and Numerous “internal control weaknesses” ..................................................................................31 2. August 2012: The FDIC and California Department of Financial Institutions Issue a Consent Order Requiring a Citigroup Subsidiary “to increase its oversight of the affairs of the Bank” .......................................32 3. March 2013: The Federal Reserve Issues a Consent Order Finding “Citigroup lacked effective systems of governance and internal controls” ....................................................................................................................33 4. November 2014: The CFTC Issues a Consent Order Imposing a $310 Million Fine and Finding “internal controls and supervisory failures at Citibank” ....................................................................................................35 5. November 2014: The OCC Issues a Consent Order Imposing a $350 Million Fine and Identifying “deficiencies in [Citibank’s] wholesale foreign exchange business” .......................................................................36 6. November 2014: The FCA Issues a Final Notice Imposing a $358 Million Fine and Criticizing Citigroup for “failing to take reasonable care to organize and control its affairs responsibly and effectively with adequate risk management systems” .........................................................................37 7. November 2014: FINRA Imposes a $15 Million Fine Finding Citigroup’s Investment Bank “failed to adequately supervise equity research analysts’ compliance with its policies and deter violations of FINRA rules and the federal securities laws” .............................................................................38 8. May 2015: The Federal Reserve Issues a Consent Order Imposing a $342 Million Fine and Finding “Citigroup lacked adequate firm-wide governance, risk management, compliance and audit procedures” ..........39 9. July 2015: CFPB Issues a Consent Order Imposing a $35 million Fine and Ordering Citigroup to Pay $700 Million in Restitution .............................40 10. July 2015: OCC Issues a Consent Order Imposing a $35 million Fine and Finding Citigroup had “failed to implement appropriate controls” .........41 11. July 2015: FDIC and California Department of Business Oversight Issue a Joint Order Imposing a $140 million Fine for Failing to Comply with the Previous August 2, 2012 Consent Order....................................................42 12. May 2016: CFTC Issues Two Separate Consent Orders Imposing $425 million in Fines and Ordering Implementation of Certain Internal Controls ....................................................................................................................43 13. January 2017: SEC Issues Cease and Desist Order Imposing a $18 Million Fine and Finding Citigroup’s Investment Bank “either did not have adequate policies and procedures in place…or failed to implement the policies and procedures that were in place” .............................................44 -ii- Case 1:20-cv-09438 Document 1 Filed 11/10/20 Page 4 of 137 14. May 2017: DOJ Enters Non-Prosecution Agreement with Citigroup Requiring Forfeiture of $97 Million and Criticizing Citigroup’s Cooperation During the Investigation ........................................................45 15. December 2017: OCC Issues a Consent Order Imposing a $70 Million Fine and Finding Citigroup Remained “in violation of the 2012 Consent Order” ........................................................................................................46 C. During the Relevant Period, Defendants Continue to Disregard Their Duty to Oversee Necessary Reforms and Ensure the Company’s Compliance ..................47 1. October 2019: The OCC issues a Consent Order Imposing a $30 Million Fine for Citigroup’s “deficient processes and controls” Concerning Other Real Estate Owned (OREO) Accounting ...................................................48 2. November 2019: The Bank of England Imposes a $56.6 Million Fine on Citigroup After Finding it “failed to ensure that systems and controls supporting their regulatory reporting framework were designed, implemented, and operating effectively” ....................................................49 3. August 10, 2020: Corbat Acknowledges Internally That the Board has Failed to Prioritize Necessary Reforms .....................................................50 4. August 11, 2020: Internal Control Failures Result in Citigroup Inadvertently Wiring $900 Million to Revlon Inc. Creditors ....................51 D. The OCC and Federal Reserve Impose a New $400 Million Penalty On the Company and Reveal Defendants’ Utter Failure to Fulfill Their Fiduciary Duties ................................................................................................................................52 1. The October 7, 2020 OCC Consent Order .................................................53 2. The October 7, 2020 Federal Reserve Consent Order ...............................55 E. Corbat Confesses Publicly that Citigroup, After All These Years, Remains at Square One .............................................................................................................59 F. Citigroup Suffers Massive Harm as a Result of the Board Oversight Failures Resulting in Regulatory Rebuke ............................................................................59 VI. DEFENDANTS VIOLATED SECTION 10(B) OF THE EXCHANGE ACT AND BREACHED THEIR FIDUCIARY DUTIES BY KNOWINGLY OR RECKLESSLY ISSUING MATERIALLY FALSE AND MISLEADING STATEMENTS DURING THE RELEVANT PERIOD. ......................................................................................................60 A. Defendants Caused Citigroup to Conduct a Massive Stock Repurchase Program
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