April 9, 2020

April 08, 2020

Subscribe to Latest Legal News and Analysis

April 07, 2020

Subscribe to Latest Legal News and Analysis

April 06, 2020

Subscribe to Latest Legal News and Analysis

Securities Class Action Settlement Median Value Remains Historically High in 2019

Size of issuer defendant firms continues to increase.

Median securities class action settlement amounts remained at elevated levels in 2019, reflecting a rise in the overall percentage of mid-sized settlements and a decline in the number of smaller settlements, according to a report from Cornerstone Research. 

The report, Securities Class Action Settlements—2019 Review and Analysis, found that the median settlement value was $11.5 million in 2019, on par with 2018 and 34% over the 2010–2018 median. There were 74 settlements in 2019, down slightly from 78 in 2018.

Settled pharmaceutical cases reached an all-time high in 2019, both in the number and percentage of cases.

Courts approved settlements totaling $2 billion in 2019, compared to $5.2 billion in 2018 (adjusted for inflation). The 2018 figure was driven largely by a single settlement of $3 billion. There were four mega settlements (those valued at $100 million or higher) in 2019, with the largest settlement at $389.6 million.

The report also analyzed “simplified tiered damages,” which provides a measure of potential shareholder losses. These remained at elevated levels in 2019, in part reflecting the relatively high market capitalization losses associated with cases filed from 2015 to 2018.

The size of issuer defendant firms (measured by total assets) grew 59% in 2019 and was more than double the prior 10-year median.

Commentary 

Laura E. Simmons, report coauthor and Cornerstone Research Senior Advisor: “Historically, larger cases have tended to involve public pension plans or other institutional investors as lead plaintiffs. One finding that is particularly striking is the decrease in public pension plan lead plaintiffs despite an increase in larger issuer firms with potentially sizable damages exposure.”

Joseph A. Grundfest, Director of the Stanford Law School Securities Class Action Clearinghouse: “The average size of publicly traded firms continues to grow. That phenomenon is fueled, at least in part, by a decrease in IPO activity and an increase in merger activity. This trend, combined with the heightened filing activity against public companies, may contribute to sustained levels of higher settlement amounts.”

Laarni T. Bulan, report coauthor and Cornerstone Research Principal: “Larger issuer defendants may also cause plaintiff firms to pursue potential claims more vigorously. One possible measure of the time and effort by plaintiff counsel is the number of docket entries per case. In 2019, average docket entries were the highest in the last 10 years, primarily driven by cases with relatively large damages.”

Record Number of Pharmaceutical Case Settlements 

In recent years, there has been an increase in the number of securities cases filed against companies in the life sciences sector and, in particular, against those in the pharmaceutical industry. The report provides a spotlight on settlements in this industry sector. Settled pharmaceutical cases reached an all-time high in 2019, both in the number and percentage of cases. These settlements have a number of characteristics that differ from the overall sample, such as a reduced rate of accounting allegations as well as less frequent institutional lead plaintiff involvement. 

Highlights

  • In 2019, 57% of cases settled for between $5 million and $25 million, while the number of small settlements (less than $5 million) declined to the lowest level in the past decade.
  • The average settlement amount in 2019 was $27.4 million, 43% lower than the average over the prior nine years. If settlements exceeding $1 billion are excluded from the prior nine-year average, the decline in 2019 was 16%.
  • Average “simplified tiered damages” increased for the third straight year, while median “simplified tiered damages” remained largely unchanged from 2018 to 2019.
  • In 2019, 30% of settled cases involved a corresponding SEC action, the highest rate over the last 10 years.
  • In 2019, 53% of settled cases involved an accompanying derivative action, the second- highest rate over the last 10 years. 
  • Companies that settled cases after a ruling on a motion to dismiss (MTD) were, on average, 50% larger (measured by total assets) than companies that settled while the MTD was pending. 
  • Among cases with Rule 10b-5 claims, the median class period length in 2019 was at its highest level in the past 10 years.
  • In 2019, 90% of cases with only Section 11 and/or Section 12(a)(2) claims (’33 Act claims) involved an underwriter as a codefendant.
  • Mediators continue to play a central role in the resolution of securities class action settlements. In 2019, nearly all cases in the dataset involved a mediator.

Read Cornerstone Research report Securities Class Action Settlements—2019 Review and Analysis.

Read more on settlement size in the Cornerstone Research Report: Securities Class Action Settlements--2019 Review and Analysis.

Time to Settlement and Case Complexity: An Excerpt from Accounting Class Action Filings and Settlements—2019 Review and Analysis

Copyright ©2020 Cornerstone Research

TRENDING LEGAL ANALYSIS


About this Author

Laura E. Simmons, CPA, Certified Public Accountant, Finance Consulting, Cornerstone Research
Senior Advisor

Laura Simmons is a certified public accountant (CPA) and has more than twenty years of experience in accounting practice and economic and financial consulting. She has focused on damages and liability issues in litigation involving securities and the Employee Retirement Income Security Act, as well as on accounting issues arising in a variety of complex commercial litigation matters. She has served as a testifying expert in cases involving accounting analyses, securities case damages, and research on securities lawsuits.

Dr. Simmons’s research...

202-912-8998
Laarni Bulan Financial & Securities Cornerstone Research
Principal

Laarni Bulan specializes in the area of finance, consulting on cases related to financial institutions, securities, market microstructure, company valuation, insider trading, and real estate markets. Dr. Bulan leads large case teams on complex government investigations, regulatory matters, securities class actions, and white collar litigation. She works closely with experts in preparation for deposition and trial.

Specifically, her case experience includes:

  • Analysis of the liquidity and capital position of large financial institutions during the credit crisis
  • Examination of the underwriting and monitoring practices, and the performance of asset-backed commercial paper conduits during the financial crisis
  • Analysis of liquidity in the municipal bond market during the financial crisis
  • Examination of allegations of market and benchmark manipulation and collusive behavior in the markets for credit default swaps and foreign exchange
  • Analysis of a broker-dealer’s alleged improper trade clearing and settlement procedures
  • Merger transaction valuations, including valuations of a large financial institution and a high-technology firm
  • Analysis of the materiality of nonpublic information and alleged insider trading violations of corporate executive defendants
  • Analysis of the impact of the financial crisis on real estate markets and investments

Research

Dr. Bulan has published numerous articles in peer-reviewed journals. Her research covers dividend policy, capital structure, executive compensation, corporate governance, and real options. Her authored or coauthored articles include:

  • “The Impact of Technical Defaults on Dividend Policy” in the Journal of Banking and Finance
  • “On the Timing of Dividend Initiations” in Financial Management
  • “A Few Bad Apples: An Analysis of CEO Performance Pay and Firm Productivity” in the Journal of Economics and Business
  • “Incentivizing Managers to Build Innovative Firms” in the Annals of Finance
  • “Irreversible Investment, Real Options and Competition: Evidence from Real Estate Development” in the Journal of Urban Economics
  • “Regulatory Risk, Market Uncertainties, and Firm Financing Choices: Evidence from U.S. Electricity Market Restructuring” in the Quarterly Review of Economics and Finance

Prior to joining Cornerstone Research, Dr. Bulan had a joint appointment at Brandeis University as an assistant professor of finance in their International Business School and in the economics department.

617.927.3093