As the number and rate of securities class action lawsuit filings has remained at historically high levels over the past three years, there have been renewed calls for securities class action litigation reform, as I have detailed in prior post (for example, here). According to a March 25, 2020 paper by the U.S. Chamber Institute of Legal Reform (ILR), the “broken securities class action system continues out of control” and the need for securities litigation reform remains urgent. On April 1, 2020, I participated in an ILR event, along with ILR President Harold Kim and Andrew Pincus of the Mayer Brown law firm, entitled “An Update on Securities Litigation,” in which we discussed key recent securities litigation developments and the continuing case for securities litigation reform. The paper can be found here and a video recording of the ILR event can be found here.
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Signet Jewelers Settles #MeToo-Related Securities Suit for $240 Million
In yet another significant #MeToo-related development, the parties to the Signet Jewelers securities class action lawsuit have agreed to settle the case for $240 million. There are a number of interesting features to the settlement, as discussed below; among other things, over $200 million of the settlement amount is to be funded by insurance. The settlement is subject to court approval. The plaintiff’s March 26, 2020 letter to the court regarding the settlement can be found here. The parties’ stipulation of settlement can be found here.
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Guest Post: Coronavirus: An Update on Securities Suits and on Updating Company Disclosures
As I have noted in prior posts (most recently here), there have already been at least two coronavirus-related securities class action lawsuits filed. In the following guest post, Priya Cherian Huskins, takes a look at these first pandemic-related cases and compares and contrasts them with general securities litigation filings patters. She also takes a look at the implications of the cases for coronavirus-related company disclosures. Priya is a Senior Vice President and Partner at Woodruff Sawyer. A version of this article previously appeared in the D&O Notebook. I would like to thank Priya for allowing me to publish her article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this blog’s readers. Please contact me directly if you would like to submit a guest post. Here is Priya’s article.
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Accounting-Related Securities Suit Filings at “Record Levels” in 2019
Among the more significant securities class action filing trends in recent years has been the rise in event-driven litigation – that is, lawsuits based on adverse developments in the defendant company’s business operations, as opposed to allegations based on alleged financial or accounting misrepresentation. But while event-driven suits arguably have garnered the most attention, the reality is that the number of federal court securities class action lawsuits involving accounting allegations was at “record levels” in 2019, at least when merger-related accounting suits are taken into account. According to a new report from Cornerstone Research, the number of securities suit filings in 2019 involving accounting allegations was nearly double the historical average. The March 25, 2020 report, entitled “Accounting Class Action Filings and Settlements: 2019 Review and Analysis” can be found here. Cornerstone Research’s press release describing the report can be found here.
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Semiconductor Company Hit with China Trade War-Related Securities Suit
With the news about the coronavirus outbreak dominating the headlines, other important stories have faded into the background — though they definitely have not gone away. Among these important continuing stories is the U.S. trade war with China. The frontlines of this trade war are on the battlefield of economic competition, which these days includes, among other things, export and import controls and other coercive measures. As one commentator has put it, the “highest-profile example of the United States’ use of targeted coercive measures against China is its yearlong campaign against Huawei, China’s national-champion telecommunications company.” And as a recently filed lawsuit demonstrates, among the implications of the two countries’ competition – and specifically, the U.S. measures targeting Huawei – is a risk that affected companies can be exposed to government investigations and also to D&O claims.
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Pharma Company Hit with Securities Suit over COVID-19 Vaccine Claims
In a post late last week I noted the filing of the first coronavirus-related securities class action lawsuit, commenting at the time that though the lawsuit was the first, it was unlikely to be the last. I did not suspect that the next coronavirus-related securities suit would come quite so quickly – in fact, it appears that the second coronavirus-related suit might actually already been filed then. On March 12, 2020, an Inovio Pharmaceuticals shareholder filed a securities class action lawsuit against the company and its CEO based upon the CEO’s statements about the company’s development of a COVID-19 vaccine. A copy of the Inovio Pharmaceuticals complaint can be found here.
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Cruise Line Shareholder Files First Coronavirus-Related Securities Suit
After I published a post last week suggesting that there could be D&O claims arising out of the COVID-19 coronavirus outbreak, several people suggested to me that I was being alarmist and expressed deep skepticism about the possibility of coronavirus-related claims. After all, they said, there were no D&O claims filed in connection with the SARS, MERS or Ebola outbreaks. Well, there may well have been no D&O claims related to those prior outbreaks. However, it looks like in this context as in many others, the COVID-19 outbreak is going to be different. On March 12, 2020, a plaintiff shareholder filed a securities class action lawsuit against Norwegian Cruise Line Holdings, Ltd. alleging that the company was employing misleading sales tactics related to the outbreak. A copy of the plaintiff shareholder’s complaint can be found here.
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Non-U.S. Companies with U.S Listings Continue to Face Significant U.S. Securities Suit Exposure
As I have detailed in prior posts, U.S. securities class action lawsuit filings remained at historically high levels in 2019. Among the 2019 securities suit filings were significant number of lawsuits filed against non-U.S. companies with U.S. listings. As detailed in a new report from the Dechert law firm, there was an uptick in 2019 the number of U.S. securities lawsuits filed against non-U.S. companies compared with the year prior. The Dechert report also details a number of trends with respect to filings against non-U.S. companies, as well as the trends with respects to dispositive motions in these cases. The March 11, 2020 report can be found here.
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ISS Ranks 2019 Top Plaintiffs’ Securities Class Action Firms
As previously reported (here), 2019 was a relatively slow year for securities class action lawsuit settlements compared to 2018. However, there were a number of significant securities lawsuit recoveries and the total recoveries in the aggregate were for at least some law firms quite substantial. In a March 11, 2020 report entitled “The Top 50 of 2019,” ISS Securities Class Action Services sets out a list of the top 50 law firms — ranked by total cash amount and by number of cash settlements – with respect to final securities class action lawsuit settlements in 2019 in North America (inclusive of both the U.S. and Canada). ISS’s report can be found here.
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Total and Average Securities Settlements Down, Median Settlements Unchanged
There were slightly fewer securities class action lawsuits and for fewer total dollars in 2019 compared to 2018, but the median settlement amount was unchanged in 2019 from the year prior, according to the annual securities suit settlement report from Cornerstone Research. The report, which is entitled “Securities Class Action Settlements: 2019 Review and Analysis,” states that the $11.5 million median securities class action settlement in 2019 was 34 percent higher than the 2010-2018 median. The report can be found here. Cornerstone Research’s February 26, 2020 press release about the report can be found here.
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