In the 2025 edition of Lexology’s Panoramic guide to Securities Litigation, head of department Keith Thomas, partner Harry McGowan and associate Elisa Wahnon provide an overview of the state of this rapidly evolving practice area in the United Kingdom.
Lexology PRO subscribers can access the full 2025 guide and directly compare information on securities litigation in jurisdictions including the USA, Hong Kong, France, Germany, India, Japan, the Netherlands and Nigeria.
The themes discussed in the UK chapter include:
- 2025’s climate for securities litigation
- Key developments of the past year
- Available claims and defences
- Remedies, pleading and evidence
- Liability and claims against different defendants
- Collective proceedings
- Funding and costs
- Investment funds and structured finance
- Cross-border issues
- Alternative dispute resolution
Key developments in 2025
Many key recent developments and trends in securities litigation have emerged from section 90A/Schedule 10A Financial Services and Markets Act 2000 (FSMA) cases. These have included:
- a trend towards section 90A/Schedule 10A FMSA cases being dealt with by way of split trial, with the initial trial limited to issues of legal standing, whether publications were misleading or omissive and the knowledge of Persons discharging Managerial Responsibility. Reliance, causation and quantum are then heard in a second trial, assuming claimants win on at least one of their causes of action at the first trial;
- using sample claimants to deal with reliance issues and the criteria for selecting those sample claimants;
- reliance: the current state of the law following the decision in Barclays is that indirect reliance (market/price reliance) is insufficient to establish reliance for Section 90A/Schedule 10A cases. It remains to be seen whether strike out applications issued on similar grounds in other securities claims will follow suit. As matters stand, this investor protection legislation excludes any remedy for losses suffered by investors in index and tracker funds and potentially all algorithmic funds run on a quant or artificial intelligence basis; and
- case management: the Court of Appeal’s decision in the Reckitt/Indivior claims means that for now, it will remain difficult for securities claims to be brought as representative actions.
Key issues still to be decided are the following:
- Compensation; what damages or compensation methodology will the English courts employ for section 90 and section 90A/Schedule 10A FSMA claims? The Autonomy quantum trial was heard in February 2024 so the judgment should be forthcoming and this should give some guidance on the measure of damages in section 90A1/Schedule 10A FSMA claims.
- Litigation funding review: the outcome of the Civil Justice Council’s litigation funding review is expected in summer 2025. Litigation funding plays an important role in securities claims so the outcome of the review could have a significant impact on these types of claims.
- Shareholder privilege rule: in a High Court ruling from November 2024 in the Glencore Litigation, it was held that the ‘shareholder rule’ (ie that a company may not assert privilege against its shareholders unless the relevant documents were created for the purposes of the litigation between them) no longer exists. The claimant has made a leapfrog application to the Supreme Court to appeal this decision.
- Private securities; the UK government has produced draft legislation, the Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025, to allow for a market for the intermittent secondary trading of shares in private companies. These regulations are expected to come into force sometime in 2025 and will contain the right for investors to bring claims for misleading statements or omissions.
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