10-1658-cv
     In re: Am. Int’l Grp. Inc. Derivative Litig.


                          UNITED STATES COURT OF APPEALS
                              FOR THE SECOND CIRCUIT

                                     SUMMARY ORDER
     RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUMMARY ORDER FILED
     ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED BY FEDERAL RULE OF APPELLATE
     PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1. WHEN CITING A SUMMARY ORDER IN A
     DOCUMENT FILED WITH THIS COURT, A PARTY MUST CITE EITHER THE FEDERAL APPENDIX OR AN
     ELECTRONIC DATABASE (WITH THE NOTATION “SUMMARY ORDER”). A PARTY CITING A SUMMARY ORDER MUST
     SERVE A COPY OF IT ON ANY PARTY NOT REPRESENTED BY COUNSEL.

 1            At a stated term of the United States Court of Appeals
 2       for the Second Circuit, held at the Daniel Patrick Moynihan
 3       United States Courthouse, 500 Pearl Street, in the City of
 4       New York, on the 17th day of March, two thousand eleven.
 5
 6       PRESENT: DENNIS JACOBS,
 7                              Chief Judge,
 8                PIERRE N. LEVAL,
 9                REENA RAGGI,
10                              Circuit Judges.
11
12       - - - - - - - - - - - - - - - - - - - -X
13
14       IN RE: AMERICAN INTERNATIONAL GROUP, INC.
15       DERIVATIVE LITIGATION                                           10-1658-CV
16
17       - - - - - - - - - - - - - - - - - - - -X
18
19       FOR APPELLANT:            ALBERT M. MYERS, Kahn Swick & Foti, LLC,
20                                 Madisonville, Louisiana (Brian J.
21                                 Robbins, Felipe J. Arroyo, and Robbins
22                                 Umeda LLP, San Diego, California, Thomas
23                                 G. Amon, New York, New York, on the
24                                 brief).
25
26       FOR APPELLEE:             JOSEPH S.    ALLERHAND (Stephen A. Radin,
27                                 Robert F.    Carangelo, Stacy Nettleton,
28                                 Robert V.    Spake, Jr., on the brief), Weil
29                                 Gotshal &    Manges LLP, New York, New York.
 1
 2        Appeal from a judgment of the United States District
 3   Court for the Southern District of New York (Swain, J.).
 4
 5        UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED
 6   AND DECREED that the judgment of the district court be
 7   AFFIRMED.
 8
 9        Louisiana Municipal Police Employees Retirement System
10   (“Louisiana Municipal”) appeals from a judgment of the
11   United States District Court for the Southern District of
12   New York (Swain, J.), dismissing its shareholder derivative
13   action brought against nominal defendant, American
14   International Group, Inc., and against individual current
15   and former officers and directors.
16
17        Louisiana Municipal asserts claims of breach of
18   fiduciary duty, waste of corporate assets, contribution, and
19   unjust enrichment. Louisiana Municipal also asserts
20   violations of the Securities Exchange Act of 1934 (“Exchange
21   Act”) Section 20(a), 15 U.S.C. § 78t(a); Exchange Act
22   Section 10(b), 15 U.S.C. § 78j(b); and Rule 10b-5,
23   promulgated under the Exchange Act, 17 C.F.R. § 240.10b-5.
24
25        The district court dismissed Louisiana Municipal’s
26   complaint for failure to make a demand on the relevant board
27   of directors of AIG. Fed. R. Civ. P. 23.1. We assume the
28   parties’ familiarity with the underlying facts, the
29   procedural history, and the issues presented for review.
30
31        Having conducted the requisite review of the record,
32   see Scalisi v. Fund Asset Mgmt., L.P., 

, 137 (2d
33   Cir. 2004), we affirm the dismissal of Louisiana Municipal’s
34   complaint for substantially the reasons stated in the
35   district court’s thorough and well-reasoned opinion. In re
36   Am. Int’l Grp., Inc. Derivative Litig., 

37   (S.D.N.Y. 2010) (Swain, J.).
38
39        Under applicable Delaware law, “directors are entitled
40   to a presumption that they were faithful to their fiduciary
41   duties,” and a shareholder seeking to bring a derivative
42   suit bears the burden of “overcom[ing] that presumption.”
43   Beam v. Stewart, 

, 1048-49 (Del. 2004)
44   (emphasis omitted). Louisiana Municipal has not alleged
45   with sufficient particularity that demand on the board would
46   have been futile. See Brehm v. Eisner, 

, 254
47   (Del. 2000). Accordingly, the failure to make a pre-suit

                                  2
 1   demand is not excused.   See Wood v. Baum, 

, 140
 2   (Del. 2008).
 3
 4        Having considered all of Louisiana Municipal’s
 5   arguments presented on appeal, we hereby AFFIRM the judgment
 6   of the district court.
 7
 8                               FOR THE COURT:
 9                               CATHERINE O’HAGAN WOLFE, CLERK
10
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