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Navigating the rise of s90 and 90A FSMA securities class actions: emerging trends and practical considerations

s90 and 90A FSMA securities class actions. A review of recent trends and case law to help companies manage this evolving risk at every stage.

A review of recent trends and case law to help companies manage this evolving risk at every stage.

The last few years have seen an increase in the number of claims brought pursuant to section 90 and/or section 90A of the Financial Services and Markets Act 2000 (FSMA). 2024 saw more section 90/90A claims filed than any previous year, and 2025 saw the first quantum judgment handed down by the court in England and Wales. In England and Wales, claims are often made and settled prior to a formal action being commenced, meaning that the formal tally may not tell the whole story. The increased frequency, potential severity, and material cost of defending a securities class action mean that companies listed in the UK or considering listing in the UK must be alive to the risk. Part of the consideration should be transferring that risk through their directors’ and officers’ liability insurance programme.

In this article, Zurich and Marsh have reviewed recent trends and case law to offer practical tips to help companies manage this evolving risk at every stage.

A reminder of sections 90 and 90A FSMA

Zurich’s 2024 article, UK Collective Actions, sets out the distinction between sections 90 and 90A of FSMA. In summary: (i) section 90 allows investors to claim compensation if listing particulars or prospectuses contain inaccurate statements; and (ii) section 90A expands this approach considerably, making companies potentially liable for shareholder losses caused by publishing misleading information or dishonestly omitting facts in certain published materials related to their securities, as well as dishonestly delaying the publication of such information.

Rising securities claims in England and Wales

At the time of writing, there have been nineteen reported securities litigation claims filed in England and Wales. Of these, seven were filed under section 90A, three under section 90, and nine involved both section 90A and section 90. Seven cases have settled, two have been struck out, one received a quantum judgment, six remain ongoing, and the remaining cases have no public outcomes.

Status

7 cases have settled
2 have been struck out
1 received a quantum judgment
6 remain ongoing, and the remaining cases have no public outcomes

Of these claims, around 75% were filed from 2022 onwards. Given that the legislative mechanism to bring these actions has existed since 2000, this would suggest a recent acceleration in understanding of, and willingness from, shareholders to engage this legislation to seek redress.

Securities class actions: companies most at risk

In theory, section 90 and section 90A claims can impact companies with a wide range of valuations, from mid-market to corporate conglomerates. While historically it was companies with billion-pound market capitalisations in the UK that were the main targets of securities litigation, there have been recent filings against smaller companies including an online fashion retailer arising from media investigations by The Sunday Times and the BBC which indicates that such claims are not the province of the FTSE 100 alone.

In England and Wales, to date, key sectors targeted in securities class actions have been banking, business services, and retail. Our claims experience in the US and Australia, however, shows us that all industries are exposed to securities litigation risk, which is borne out in the data below showing securities litigation risk across Zurich’s global portfolio:

Industries	Sum of securities actions	%
Banks	9	7.09
Energy and mining	24	18.90
General manufacturing	14	11.02
General services	31	24.41
Insurance- P&C	1	0.79
Miscellaneous FI	8	6.30
Other	15	4.72
Pharmaceuticals	6	4.72
Retail	6	7.09
Technology	9	3.15
Wholesale Trade	4	11.81
Grand Total	127	100%

Notable case developments

In addition to the observed increase in frequency, there have been judicial decisions that provide clarity on the operation of the legislation and the potential outcomes for claimants.

Quantum judgment

In 2025, the first quantum determination for a section 90A action was delivered in the case of ACL Netherlands B.V. v Michael Richard Lynch [2025] EWHC 1877 (Ch) (“Autonomy”). The award amount was £740 million. In this matter, the buyer of Autonomy allegedly published false statements regarding the company’s value. The court awarded the claimants just under £650 million for a breach of section 90A/schedule 10 FSMA 2000, as well as additional sums for deceit, misrepresentation, and direct loss.

There were various unique facts in this case, including the specific valuation methodology applied to the target company, which influenced the decision on quantum. This is, therefore, by no means representative of potential quantum decisions that could be handed down on section 90A/90 matters, which will always be very fact dependent. However, it does illustrate the scale of potential damages and the importance of having adequate protection in place to shift securities litigation risks off balance sheets, with defence costs themselves for such proceedings averaging between £20 million and £25 million.

The issue of price reliance

Another notable decision was the High Court’s refusal in Various Claimants v Standard Chartered PLC [2025] EWHC 698 Ch to strike out or grant reverse summary judgment in respect of claims from “passive” investors. In this case the High Court declined to follow the court’s approach in Allianz Funds Multi-Strategy Trust & Ors v Barclays PLC [2024] EWHC 2710 where the court struck out claims from investors who were unable to prove they had relied upon the insured’s published information when making their investment decisions. The Barclays decision is under appeal in the Court of Appeal and the Standard Chartered case will proceed to trial. The door is therefore left open on issues of reliance.

Litigation funding landscape

Litigation funding remains central to many of these claims. Of the nineteen securities class actions we have considered, at the time of writing, up to 30% of settled cases (where funding arrangements have been made public upon conclusion of these actions) were backed by litigation funding. Ongoing cases are likely to involve similar arrangements, given successful outcomes achieved with such arrangements previously.

Against that backdrop it is worth highlighting recent developments in the litigation funding landscape in the UK which include:

The Civil Justice Council’s proposed reversal of the R (on the application of PACCAR Inc) v Competition Appeal Tribunal Supreme Court decision (the “PACCAR decision”) in June 2025. The report advised that legislation should clarify that litigation funding is not a form of Damages Based Agreement (DBA) and proposed introducing a “lighttouch” regulatory scheme for litigation funding, aiming to improve transparency and fairness for claimants. This was seen as an encouraging step by funders and has ultimately led to more investment in the sector - which the government estimates will grow to £3.7 billion by 2028.
The Department for Business and Trade’s solicitation for evidence regarding access to justice, which launched a call for evidence regarding the Opt-out Collective Actions Regime for Competition Law Claims in August 2025. This closed on 14 October 2025. This initiative is part of a broader, 10-year review of the regime to assess its effectiveness in providing access to justice for consumers and small businesses (SMEs), the fairness of funder returns, and alternative redress mechanisms.

The significance of litigation funding and recent developments in that area cannot be overstated, as third-party funders now play a fundamental role in enabling large-scale securities claims that might otherwise be financially prohibitive for many claimants. This mechanism provides a degree of certainty for the law firms pursuing such claims and can mitigate the risks of an adverse outcome for the claimants themselves. The increasing appetite of the English courts to entertain group litigation has meant that funders are progressively becoming engaged in considering section 90 and section 90A-type claims as a vehicle for investment returns.

Legal representation: rising costs and long tail claims

Defence costs associated with these actions can be significant. It is an area where the law is still evolving, and the potential outcome could be severe, and as such, top-tier defence counsel will generally be selected. From our experience, legal fees alone ranged between £10 million and £20 million in 2024, with 2025 budgets projected at £20 million to £25 million or more. Indicative hourly rates for top-tier defence firms have increased significantly: partners can charge more than £1,000 or more per hour, senior associates £750-plus, and junior lawyers £500-plus. According to a 2024 report, rates among leading law firms rose by 40% over the preceding five years and have continued to rise steadily since. These budgets and rising rates mean that insurance programmes can be eroded materially by defence costs even before an adverse judgment or settlement is incurred.

Legal representation: rising costs and long tail claims (continued)

In addition, based on publicly available information, section 90A claims predominantly arise out of regulatory or criminal investigations (whether in the UK or elsewhere), which were the originating causes of over 80% of the claims that have a section 90A component. An adverse outcome in a regulatory or criminal investigation can provide a foundation for a subsequent securities class action. Securities actions can, therefore, arise long after the original investigation was initiated - based on publicly available information, between five and seven years post the original investigation. From an insurance perspective, it should be considered that where a regulatory investigation and a securities class action are connected, insurance cover for the securities class action may attach back to a historic year of account, which may already have been eroded to some degree by costs incurred in managing the regulatory or criminal matter.

Practical tips

Prevention and mitigation

While the risk of such securities litigation is certainly growing, steps can be taken to mitigate this risk. Such steps can be identified by examining the origin of securities litigation in the UK, noting that this is primarily regulatory. It is, therefore, more important than ever for companies to be diligent in ensuring regulatory compliance and a transparent and robust working relationship with regulatory bodies.

Insurance coverage

The costs to a company associated with a section 90/90A can be transferred off company balance sheet into the insurance market through the purchase of a comprehensive directors’ and officers’ (D&O) insurance policy. In making a decision around such an insurance purchase, policyholders should consider the following:

Adequate limit size: As explained in this article, there is a clear nexus between adverse regulatory determinations and shareholder actions. From an insurance perspective, these matters are reasonably likely to aggregate, often arising from the same underlying facts or circumstances. Policyholders will, therefore, need to consider the adequacy of their D&O limits with reference to the risk of both the costs of managing a regulatory investigation and the costs of defending and settling a resultant section 90A claim. When considering limit size, it is crucial to remember that, as section 90A claims can be long-tail, companies should ensure the limit purchased is sufficient to settle a claim potentially five years down the line, and sometimes longer. Given the passage of time, inflationary factors will need to be taken into account.
Law firm selection: It is key as a policyholder to consider whether there is a particular law firm that would be preferential to instruct for this type of event. To ensure the coverage process is as smooth as possible, policyholders should consider pre-agreeing with their insurers on the instructions of their preferred counsel.
Full Side ABC cover: Section 90 claims can be brought against the issuer and individuals (potentially engaging Side A, B and C of a D&O policy), whereas section 90A claims can only be brought against the issuer (Side C of a D&O policy). To ensure complete protection, consideration should be given to including Side C cover within the D&O programme alongside Side A and B cover. If Side A and B cover is purchased without Side C, and a claim is brought against individuals and the issuer, then issues of allocation of legal spend and liability will need to be considered and resolved should a claim arise. Consideration should be given to whether that allocation can be pre-agreed in the wording.

Claims engagement: notification and information provision

Notification: Contact your broker as soon as possible. They can help determine if these matters should be reported under the policy. Acting early with insurers and promptly supplying the requested information will make processing claims much smoother.

Legal counsel: Securing agreement on legal counsel before an issue arises simplifies future decision-making during a claim. Using insurer-approved panel counsel can offer preferential rates and ensure your company gets the most from its policy limits.

Benefiting from insurers’ expertise: Insurers and brokers have extensive experience handling securities actions against directors, officers, or the entity. Their early input will ensure clarity on the policy response and bring the benefit of experience to the trajectory of the underlying matter, with reference to previous experience.

Communication during the claims process: Your dedicated claims team will support you throughout, assisting with confirmation of cover and subsequent payment of investigation or defence costs, or settlement amounts. We suggest that companies keep broker advisors regularly updated to make full use of policy support.

Horizon scanning and future outlook

The securities litigation and funding landscape continues to develop, with most claims now supported by external funding. Ongoing judicial changes will undoubtedly affect future strategies.

Marsh and Zurich remain dedicated to monitoring significant cases and industry trends in this area to support our clients in navigating this increasingly volatile and costly environment and to ensure that current trends and likely future challenges inform insurance purchase decisions.

Zurich’s approach to claims aligns with Marsh’s focus on collaborative practices, proactive engagement, transparent communication, and maximising policyholder outcomes. By working together, we can provide a consistent, client-focused and collaborative approach to claims handling to ensure a responsive and prompt service.

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Navigating the rise of s90 and 90A FSMA securities class actions: emerging trends and practical considerations