2016 was an unprecedented year in securities class actions filings.
According to a report published by NERA Economic Consulting, a record 300 securities class action complaints were filed in 2016 in federal courts, a 32 percent increase from 2015. This number represents the highest pace of filings since the 2000 dot-com crash.
The median time to file – the time between the alleged class period and filing date – remained near record lows at 13 days, up only two days from the 2015 time frame. The median class period length increased from the 10-year low of under a year in 2015 to more than 1.26 years in 2016. In other words, allegedly wrongful conduct is being challenged quickly and over a longer period.
Why the dramatic increase in filings? The 300 cases in 2016 fell into two main categories: federal merger objections, and cases alleging violations of Rule 10b-5, Section 11 or Section 12. Merger objection cases largely dominated 2016’s overall growth in filings, with a record high of 88 cases compared with only 44 in 2015. This increase is likely due to merger objection suits that otherwise would have been filed at the state level but for various state court decisions, including the January Trulia decision in the Delaware Court of Chancery limiting “disclosure-only” settlements. Additionally, the number of cases alleging violations of Rule 10b-5, Section 11 or Section 12, grew for the fourth straight year in a row, with 197 filings, the highest number since 2008.
After a significant decrease in 2015, the finance sector saw a return to average levels, with 16 percent of total cases filed. The health technology and services sector saw the greatest number of cases filed, 85 total (28 percent), almost double the amount in 2015. Filings in the technology sector reverted from a significant upward trend in 2015, although still remained at high levels (17 percent) due to the jump in merger objection cases, because the technology field led M&A activity in 2016. Cases against foreign-domiciled companies dropped well below levels not seen since before 2008 (8.5 percent) after an increase in 2015.
In 2016, 113 cases were settled, with an average settlement amount of $72 million. Although there was an increase from 2015, the total number of settled cases remains relatively low. The largest settlement amount paid out in 2016 was $1.58 billion, by Household International Inc. Notably, more cases were dismissed than were settled in 2016, with a record number of 149 dismissals.
The record pace of 2016 has continued through the first half of 2017. According to NERA’s mid-2017 update, a total of 246 securities class action complaints have been filed in just the first half of this year, up 76 percent from the total filed in the first half of 2016 (140). The number of filings in each major category of 2016 has also continued to rise. Merger objections continue to dominate overall growth, with 100 cases filed in the first half of 2017 compared with 30 in the first half of 2016. Additionally, 135 cases alleging violations of Rule 10b-5, Section 11 or Section 12, have been filed in the first half of 2017, compared with 102 filed in the first half of 2016. If current trends hold, 2017 will likely bring another year of record high totals, largely driven by the upward trend in the area of merger objections.