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Yesterday, Goldman Sachs Group filed a Form 8-K with the SEC.  The subject of this filing under Item 8.01 (events that the registrant deems of importance to security holders) are five newly-filed lawsuits, one amended lawsuit and one shareholder demand, all of which stem from the SEC's investigation and civil proceeding against Goldman regarding ABACUS 2007-ACI.  And, as the filing states,

"GS Inc. anticipates that additional putative shareholder derivative actions and other litigation may be filed, and regulatory and other investigations and actions commenced, with respect to offerings of collateralized debt obligations."

Here's the list.

NY State Court Derivative Suits:  Rosinek v. Blankfein et al. and Spiegel v. Blankfein et al.  These two identical suits were filed on April 22, 2010 by the same law firm in New York state.  The substantive allegations track the allegations in the SEC complaint, often word for word.  For example, paragraph 14 of the SEC complaint and paragraph 41 of each derivative suit complaint read

"Paulson came to believe that synthetic CDOs whose reference assets consisted of certain Triple B-rated mid-and-subprime RMBS would experience significant losses and, under certain circumstances, weven the more senior AAA-rated tranches of these so-called "mezzanine" CDOs would become worthless." 

I guess a lawsuit can be derivative in more than one sense of the word.  Based on these factual allegations regarding the ABACUS issue, the plaintiffs in the two suits allege a "Caremark" claim.  (Remember, this is the claim that failed both in Caremark and more recently in In re Citigroup.)

The Individual Defendants owed a fiduciary duty of loyalty, due care and good faith to Goldman Sachs to properly install a proper system of internal controls and other oversight procedures to detect and prevent the Company and its executives and employees from violating the federal securities laws and/or engaging in transactions which posed an inherent conflict of interest, and to monitor and control the risks and liabilities to which the Company was subjected.

The plaintiffs are as unsure as the rest of us corporate law folks whether this claim a loyalty claim or a care claim, so they leave that fuzzy. Good to know others are as unclear on that. But, the one thing that seems pretty clear is that a Caremark claim is hard to prevail on most of the time.

Law.com had previously reported on a different derivative lawsuit filed on December 14, 2009, Security Police & Fire Professionals of America Retirement Fund v. Blankfein et al. regarding bonus compensation practices, and I'm assuming that litigation is ongoing.

Federal Derivative Suits:  Two derivative lawsuits have been filed in the Southern District of New York.  Each involves claims more wide-ranging than the NY state derivative lawsuits.  Richardson v. Blankfein et al. and Habuschman v. Blankfein et al. were both filed April 26, 2010 by separate attorneys and allege different causes of action.  Habuschman focuses on the facts of the ABACUS transaction, but claims many types of breaches of duty arising from that transaction, including failure to disclose the Wells' notice.  Richardson's complaint also includes the failure to disclose and also allegations of insider trading before the Wells' notice was eventually disclosed.

Delaware Derivative Suit:  In re The Goldman Sachs Group, Inc. Shareolder Litigation had been filed in January 2010 before the SEC announced its investigation of Goldman, and the original complaint alleged causes of action for waste and breaches of fiduciary duty relating to the bonus compensation practices of Goldman.  On April 28, the plaintiffs amended their complaint  to include new factual allegations relating to "Goldman Sachs and The Abacus Deals."  These claims also seem to be Caremark claims of failure to monitor and detect violations.

There may be more out there, but this is all the 8-K sleuthing could come up with.  I am interested to see how successful this private actions will be compared with the SEC civil action and any criminal action that emerges from the DOJ investigation.  To date there have not been any court decisions in these cases, either on demand futility or motions to dismiss.

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