## Facts

- AIG, a Delaware corporation headquartered in New York, used Starr International Company, Inc. (SICO) for decades as part of a deferred-compensation and incentive program for senior employees.
- SICO held a large block of AIG shares allegedly understood to be reserved for AIG employee compensation and to protect AIG from hostile takeovers.
- Defendants were former AIG officers/directors and also voting shareholders or directors of SICO.
- AIG alleged that in 2005 Maurice Greenberg consolidated control of SICO, removed board members, and installed loyalists.
- AIG alleged defendants caused SICO to cancel or abandon the 2005/2006 deferred-compensation plan and to sell or transfer AIG shares previously reserved for AIG-related purposes.
- AIG sued defendants for breach of fiduciary duty and aiding and abetting, alleging diversion of assets and disloyal conduct harmful to AIG.

## Issues

1. Whether the action should be dismissed on forum non conveniens grounds under CPLR 327.
2. Whether the complaint stated claims that defendants owed and breached fiduciary duties to AIG concerning SICO-held AIG shares, despite SICO’s separate corporate existence.
3. Whether the action was duplicative of related litigation such that dismissal or other relief was warranted.
4. Whether service of process and personal jurisdiction were defective as to certain defendants.
5. Whether dismissal was required based on documentary evidence (CPLR 3211(a)(1)) or lack of pleading specificity (CPLR 3016(b)).

## Decision

- The court denied defendants’ motions to dismiss.
- The court held New York was an appropriate forum given AIG’s headquarters, the location of witnesses and documents, and New York’s interest in disputes involving a New York-centered enterprise.
- The court held the complaint sufficiently alleged fiduciary duties and potential breach based on defendants’ AIG roles, their asserted control over and commitments regarding the SICO-held shares, and the alleged diversion of those shares from AIG-related purposes.
- The court rejected dismissal based on duplicative-litigation arguments, finding AIG’s claims and requested relief distinct from claims in related proceedings.
- The court denied dismissal for improper service or lack of personal jurisdiction.
- The court held defendants’ documents did not conclusively defeat the claims at the pleading stage and that the allegations were pleaded with sufficient detail.

## Legal Principles

- Forum non conveniens dismissal under CPLR 327 is discretionary and requires the movant to show New York is an inappropriate forum; a New York corporate headquarters, local witnesses/documents, and local interest weigh against dismissal.
- On a CPLR 3211(a)(7) motion, the court tests legal sufficiency, accepts pleaded facts as true, and denies dismissal if the allegations state a cognizable theory.
- Corporate officers and directors may owe fiduciary duties to the corporation that can be implicated by conduct involving assets formally held by a related entity when the complaint plausibly alleges a longstanding arrangement and control exercised for the corporation’s benefit.
- Dismissal under CPLR 3211(a)(1) requires documentary evidence that conclusively establishes a defense and utterly refutes the complaint’s factual allegations.
- Jurisdiction and service challenges fail where service complies with applicable requirements and pleaded contacts and conduct support the court’s exercise of jurisdiction.

## Conclusion

The court allowed AIG’s fiduciary-duty and aiding-and-abetting claims to proceed, holding that New York was a proper forum and that the pleadings sufficiently alleged defendants’ fiduciary obligations and wrongful use of SICO-held AIG shares, with no conclusive documentary, duplicative-litigation, service, or jurisdiction bar at the dismissal stage.


Am. Int'l Grp., Inc. v. Greenberg, 877 N.Y.S.2d 614 (Sup. Ct. N.Y. Cnty. 2008)