Frequently Asked Questions (FAQ)

A securities class action lawsuit is a lawsuit on behalf of investors considered in a similar position, who purchased or sold securities of a company during a certain period and suffered losses because of an alleged wrongdoing. Security is often broadly defined to include bonds, stocks, options, derivatives, and other instruments.

Section 10b of the Securities Exchange Act of 1934 makes it unlawful to “use or employ, in connection with the purchase or sale of any security” a “manipulative or deceptive device or contrivance in contravention of such rules and regulations as the [SEC] may prescribe.” 15 U.S.C. § 78j(b). It is therefore forbidden to: employ any device, scheme, or artifice to defraud; make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made not misleading; or engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person.

Generally, to be successful, one must plead the following:

• The defendant made a material misstatement or omission of information
• The misstatement or omission was made with an intent to deceive, manipulate or defraud (also referred as scienter)
• There is a connection between the misrepresentation or omission and the plaintiff’s purchase or sale of a security, re: the plaintiff relied on the misstatement or omission to purchase or sale his securities,
• The plaintiff suffered economic loss,
• There is a causal connection between the material misrepresentation or omission and the plaintiff’s loss.

We invite you to read this article from the American Bar Association which, although from 2014, provide ample information to explore the world of class actions brought under section 10b of Securities Exchange Act of 1934.

Section 11 of the Securities Act of 1933 provides “an express right of action for damages . . . when a registration statement contains untrue statements of material fact or omissions of material fact.” (Thomas Lee Hazen, Treatise on the Law of Securities Regulation, §7.3 at 581 (4th ed. 2002)). Practically, buyers in an initial public offering (IPO), relying on the registration statement and prospectus, are given the right to file a complaint against the company and other signatories for losses sustained as a result of the deficient registration statement and prospectus.

Generally, one must plead at least four elements for the claim to survive:

• The plaintiff must have purchased securities pursuant to the allegedly deficient registration statement, meaning around the time of the IPO,
• The registration statement shall include a material misrepresentation or omitted a material statement of information,
• The claimant commenced suit within the 1 year/3 year statute of limitations period,
• the claim is asserted against defendants who are covered by the statute (usually the company, the underwrites, the signatories, etc.)

A shareholder derivative lawsuit is a lawsuit brought by a shareholder of a company, on behalf of the company, against an insider (director, board of directors, executives) or a third-party to redress wrongs and harms to the company. Simply speaking, this mechanism exists because one hardly expects directors and insiders to sue themselves for harms they may have done to the company.

The Private Securities Litigation Reform Act (PSLRA) of 1995 was enacted to tighten requirements for securities class actions to be brought in the United States. One of the mechanisms put in place is a 60-day period following the filing of the initial securities class action during which any shareholder (considered in similar position to the one filing the initial class action complaint) can ask to be named lead plaintiff. Generally, when a securities class action falling under the P.S.L.R.A. is filed with a court, law firms will advertise their willingness to pursue the case and invite other investors similarly situated to contact them.

In a securities class action, a lead plaintiff is a shareholder who suffered losses related to the purchase or sale of a company’s security during a certain period of time (class period), that is appointed with its choice of counsel to represent the rest of the purported similarly situated shareholders. To be appointed lead plaintiff, a shareholder needs to contact a law firm to examine losses and agree to legal representation before making a motion with the court to be appointed lead. The court will then look at all the motions from the different shareholders and make its decision based on a certain set of criteria.

In a securities class action lawsuit, a class period is a set period of time during which the purchasers or sellers of a company’s security (stock, options for example) allege to have been wronged and suffer losses as a result. Class periods are based on the merits of the case and may evolve with the litigation.

A class action complaint will define the initial class of investors: the class period and the persons included in the class. You should look at the definition of the class to determine whether you are included or not, and contact an attorney if you have any question. The class definition evolves with the litigation. Its definition is very likely to change between the initial complaint filed and the possible settlement. We update our pages as regularly as possible to track the lawsuits’ outcome.

Whether a class of investors is alleged in a complaint or certified by a court, you may decide not to be a part of it. For instance, in the event of a class action settlement, the lead plaintiff will agree on the potential recovery ratio for the class. You may have an interest in opting-out of a class if you have sustained large losses and believe bringing a separate lawsuit would entitle you to a larger ratio of recovery.

You may be able to bring a claim to arbitration in certain scenarios. We encourage you to contact a law firm of your choice to inquire about such alternative dispute resolution mechanism.