Rule 10b-5 Private Securities-Fraud Litigation Peaked in 4Q'24

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Jan 10, 2025, 13:10 ET

BETHESDA, Md., Jan. 10, 2025 /PRNewswire/ -- SAR, a data analytics company specialized in the securities litigation risk of U.S. public companies, today published the Securities Class Action Rule 10b-5 Exposure Report for 4Q 2024. According to the report, securities litigation exposure of public company defendants that trade in the NYSE and NASDAQ peaked during the fourth quarter of 2024, when records were set across the buoyant U.S. equity markets. During the bullish market conditions of 2024, shareholders claimed approx. $665.2 billion in market capitalization losses due to alleged violations of Rule 10b-5 – the most in the last five years.

According to the report, global quarterly Rule 10b-5 securities litigation exposure in 2024 was 17% greater than the average of 2023. Actual monetary settlements with investor plaintiffs last year were, on average, 23% greater than during the last six years.

SAR data and analysis indicate that the litigation exposure of U.S. public company defendants amounts to approximately $380.3 billion in 2H 2024. Shareholders claimed approximately $4.0 billion in market capitalization losses per securities class action filing, and approximately $2.0 billion per allegedly fraud-related stock drop in 2H 2024. The former metric increased by 32.1%, and the latter by 15.4% during the second half of 2024.

"Our data and analyses indicate that securities litigation exposure against U.S. public companies peaked in the fourth quarter of last year. This peak may be short-lived with an expected increase in volatility and new headwinds for U.S. equities given greater shareholder scrutiny of corporate disclosures. With average Rule 10b-5 settlements over 20% greater in 2024 than during the last six years, litigation activity is expected to increase in 2025," said Anthony Kabanek, EVP of SAR.

According to the report, in 2023 and 2024 investor plaintiffs claimed $13.6 billion and $20.5 billion, respectively, in private Rule 10b-5 securities-fraud class actions that relied on short-seller research.

Key takeaways:

86 U.S. issuers were sued for alleged violations of Rule 10b-5 during 2H 2024. Based on allegations presented in the first-filed class action complaint against each defendant issuer, U.S. SCA Rule 10b-5 Exposure amounts to $259.4 billion. U.S. SCA Rule 10b-5 Exposure decreased -5.4% relative to 1H 2024.
U.S. SCA Rule 10b-5 Exposure peaked in the 2^nd and 3^rd quarters, followed by a decline to trend in the 4^th quarter of 2024.
9 Non-U.S. issuers were sued for alleged violations of Rule 10b-5 during 2H 2024. Based on allegations presented in the first-filed class action complaint against each defendant issuer, ADR SCA Rule 10b-5 Exposure amounts to $120.9 billion. ADR SCA Rule 10b-5 Exposure increased by 11.3x relative to 1H 2024.
An anomalously high 4^th quarter exposure among Non-U.S. issuers contributed to a remarkably volatile year for ADR SCA Rule 10b-5 Exposure.
Rule 10b-5 private securities-fraud filing frequency and potential loss severity need not move in tandem. Global exposure increased by approximately 34% in the 2H 2024 relative to 1H 2024, while filing frequency remained relatively stable.
38 U.S. Large Caps were sued for alleged violations of Rule 10b-5 in 2H 2024, the same observed frequency as 1H 2024. The U.S. Large Cap SCA Rule 10b-5 Exposure amounts to $233.7 billion, a decrease of 10.1% relative to 1H 2024.
22 U.S. Mid Caps were sued for alleged violations of Rule 10b-5 In 2H 2024. The U.S. Mid Cap SCA Rule 10b-5 Exposure amounts to $19.8 billion, more than 3 times the amount in 1H 2024.
26 U.S. Small Caps were sued for alleged violations of Rule 10b-5. The U.S. Small Cap SCA Rule 10b-5 Exposure amounts to $5.9 billion, a decrease of 33% relative to 1H 2024.
9 Non-U.S. issuers that trade via ADRs in the U.S. public markets were sued for alleged violations of Rule 10b-5. The ADR SCA Rule 10b-5 Exposure increased by over 11.3x to ~$121 billion, relative to 1H 2024.