ELI5: Explain Like I'm 5

In re Citigroup Inc. Shareholder Derivative Litigation

Okay, so you know how sometimes when you want to buy something very expensive, you ask your parents for some money to help you pay for it? Well, people who own a little bit of a big company like Citigroup can do the same thing. They can ask the company to help them pay for something they want to do, like sue the company's bosses for doing something bad.

That's what happened in the Citigroup case. Some people who own a little bit of the company (shareholders) asked Citigroup to help them sue the bosses (directors) because they said those bosses were doing some things that hurt the company and its shareholders. They said the bosses made bad decisions, didn't follow the rules, and even broke the law.

The shareholders said that Citigroup should have stopped the bosses from doing those things or at least punished them for it, but the company didn't. So, the shareholders thought they needed to take action and go to court.

But here's the tricky part: if you own just a tiny piece of a big company like Citigroup, you can't just sue the bosses by yourself. You need a lot of people to join you in the lawsuit, because a lawsuit can be very expensive and take a long time. Also, it can be hard to prove that the bosses did something wrong, so you need to have a good case and good lawyers.

That's why the shareholders asked Citigroup to help them with the lawsuit, because the company has a lot of money and resources to pay for lawyers and other things they need. But Citigroup said no, they didn't want to help, and the shareholders said that was not fair.

So, they went to court to see if Citigroup was right or wrong. The court listened to both sides and agreed with the shareholders: Citigroup should have helped them with the lawsuit, because it was about the company's interests and the shareholders' rights.

The court said that Citigroup's bosses didn't do their job well and caused harm to the company and its shareholders. They also said that Citigroup didn't try hard enough to stop them or hold them accountable, which was also not good for the company and its shareholders.

As a result, the court ordered Citigroup to pay a lot of money to the shareholders, to make up for the harm they suffered because of the bosses' actions and Citigroup's inaction. The court also said that Citigroup should do better in the future, to protect the interests of its shareholders and the company as a whole.

So, that's basically what happened in the Citigroup case. Some shareholders asked the company to help them sue the bosses for doing bad things, the company said no, and they went to court, where the court said the company was wrong and had to pay for it.