Securities Litigation Reform

Private securities class actions are lawsuits filed on behalf of shareholders against publicly—traded companies that allegedly defrauded their investors. Supporters of these cases claim they are necessary to compensate shareholders and deter wrongdoing by corporations. However, the primary beneficiaries of securities class actions are plaintiffs’ lawyers, not investors. At the same time, these cases threaten the health of the U.S. economy by imposing huge costs on American businesses, investors, and employees, while hurting the global competiveness of U.S. securities markets and serve as a barrier to private companies considering whether to become public. Read More...

There is enormous pressure on companies to settle securities class actions because of the burden they impose on management, the cost of going to trial, and the risk of a runaway verdict. This dynamic typically results in major settlements even when the underlying claims are of questionable merit. Even if a claim is legitimate, a settlement effectively results in one group of innocent shareholders (those who own shares at the time of the settlement) paying another group of innocent shareholders. The individuals responsible for wrongdoing rarely make a significant contribution. In addition, recoveries usually amount to just pennies on the dollar of alleged losses, while plaintiffs’ lawyers walk away with marge contingency fees. Those whom the securities class action system is supposed to protect—small, individual retail investors—are the ones who, in fact, benefit the least.

The current system is also plagued by abuse. In fact, several leading securities plaintiffs’ lawyers were sent to prison for offering bribes and kickbacks to potential plaintiffs. The integrity of the securities class action system is further undermined by a legal “pay–to–play” culture of corruption in which lawyers make political contributions to the politicians charged with deciding who will represent large public pension funds as lead plaintiffs in these suits–and thus who will collect the largest share of attorneys’ fees from future settlements.

The securities litigation system also hurts the global competitiveness of U.S. securities markets. Companies actively question whether they want to access the U.S. securities markets and expose themselves to the exceptional liability our system imposes. Furthermore, the risk of liability is something too great for companies to move from being privately held to public.  

Plaintiffs' lawyers also sue companies involved in a merger or acquisition in state courts. This lucrative form of litigation occurs because the parties to the merger want to close their deal quickly, thus allowing plaintiffs’ lawyers to hold the merger hostage through the use of multiple lawsuits. The clear majority of these suits settle quickly and, like other types of securities litigation, typically provide little or no benefit to shareholders. But the settlements do result in large fees to the plaintiffs' lawyers who filed the lawsuits. While the courts, including those in Delaware (where many publicaly traded companies are incorporated), are beginning to look unfavorably on this type of litigation, it is still an open question whether this type of spurious litigation is going to be put to a stop. 

To curb securities litigation abuses, Congress should consider commonsense reforms that would expose relationships between securities class action attorneys and plaintiffs, target “pay–to–play” conflicts between plaintiffs’ attorneys and state pension fund officials, and introduce a competitive bidding process for selecting lead plaintiffs’ attorneys in securities class actions. In addition, Congress and state legislatures should consider measures to limit forum shopping and other abuses related to mergers and acquisitions litigation.

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All Results for Securities Litigation Reform

  1. In the News Today - March 27, 2018

    March 27, 2018 | News

    High Court Appears Split On American Pipe; Energy Lawyer Says Litigation Playing Growing Role in Environmental Regulation... Read More

  2. SCOTUS To Hear Major Securities Class Action Case

    March 26, 2018 | News

    The U.S. Supreme Court will revisit American Pipe & Construction Co. v. Utah, which could decide a question on the statute of limitations for securities class actions, Law360 reports.... Read More

  3. Judge Says Plaintiffs' Lawyers "May be Being Greedy" by Asking for $16 Million

    March 09, 2018 | News

    A California federal judge said the plaintiffs' lawyers in a securities class action lawsuit "may be being greedy" by asking for $16 million, Law360 reports.... Read More

  4. In the News Today - March 6, 2018

    March 06, 2018 | News

    Class Action Lawyers Behaving Badly; Judge Delays Release of Critical Report on $75 Million State Street Class Action Fee... Read More

  5. In the News Today - March 5, 2018

    March 05, 2018 | News

    Civil War on the Plaintiffs Side as Robbins Geller Attacks Firms Seeking Dubious Fees; The Governor and Louisiana Lawyers Plot an Energy Shakedown... Read More

  6. In the News Today - February 12, 2018

    February 12, 2018 | News

    "The Anthem Class-Action Con"; NY Judge Rejects 'Utterly Useless' Deal In Merger Lawsuit; The Sum of All Securities Litigation Filing Trends... Read More

  7. In the News Today - February 6, 2018

    February 06, 2018 | News

    Del. Walmart Ruling Might Bring New Derivative Strategies... Read More

  8. Report: Securities Lawsuits Filed at "Record Pace" in 2017

    January 29, 2018 | News

    A NERA Economic Consulting report found "an explosion" of securities of securities lawsuits, which were filed at a "record pace" in 2017, reports D&O Diary.... Read More

  9. In the News Today - January 26, 2018

    January 26, 2018 | News

    Foreign Companies Face Perils Of U.S. Litigiousness And Erratic DoJ/SEC Enforcement; California high court ruling in Novartis liability case differs from existing law, experts say... Read More

  10. 2nd Circ. Offers Clarity on Shareholder Class Actions

    January 17, 2018 | News

    The Second Circuit ruled yesterday that a judge applied the wrong standard of proof when certifying a shareholder class action, which could help clarify the standard needed to "rebut allegations that a company's misstatements directly impacted its stock price," writes Law360. ... Read More