Key Recent Developments in Securities Litigation in England

Three recent cases in England have reshaped the securities litigation legal landscape for institutional investors, issuers, litigation funders, and their advisers. Each speaks, in different ways, to the central question haunting securities law on both sides of the Atlantic: what must a claimant/plaintiff actually prove about its own state of mind to establish reliance?

In England, the answer to that question remains unsettled but is moving in a direction more favorable to claimants than the state of the law in 2024. In particular, three cases have moved matters forward in a relatively short period of time: (1) Allianz Funds Multi-Strategy Trust & Ors v. Barclays Plc [2024] EWHC 2710 (Ch) (“Barclays”); Persons Identified in Schedule 1 v. Standard Chartered Plc [2025] EWHC 698 (Ch) (“Standard Chartered”); and Credit Suisse Life (Bermuda) Ltd v. Ivanishvili [2025] UKPC 53 (“Ivanishvili”).

Barclays: Setback for Passive Investors 

This case arose from the activities of Barclays’ “dark pool” electronic trading system, known as “LX” or “LX Liquidity Cross,” operated as part of its Equities Electronic Trading Division. In 2014, the New York Attorney General (“NYAG”) filed a complaint against Barclays alleging that the bank had made materially false representations to institutional clients and the public regarding LX and its susceptibility to high-frequency trading. In January 2016, Barclays settled with the NYAG and the SEC, paying $70 million in total. The claimants—approximately 460 institutional investors—alleged that they suffered losses on their Barclays investments as a result of Barclays having made false and misleading statements, and having failed to disclose inside information in regulatory filings and other market disclosures. Claims were brought in England under section 90A and Schedule 10A of the Financial Services and Markets Act 2000 ("FSMA").

Barclays applied to strike out 241 of those claims, or alternatively for summary judgment, on the grounds that they disclosed no reasonable cause of action and had no real prospect of success. The central issues were: (1) whether passive investors—principally index-tracking and quant funds that had not themselves read or considered Barclays’ published information—could satisfy the "reliance" requirement in paragraph 3 of Schedule 10A FSMA; and (2) whether a claim for "dishonest delay" under paragraph 5 of Schedule 10A required, as a precondition, that the issuer had subsequently published corrective information on a recognized information service. Paragraph 3 states as follows (emphasis added):

Liability of Issuer for Misleading Statement or Dishonest Omission

(1) An issuer of securities to which this Schedule applies is liable to pay compensation to a person who—

(a) acquires, continues to hold or disposes of the securities in reliance on published information to which this Schedule applies, and

(b) suffers loss in respect of the securities as a result of—

(i) any untrue or misleading statement in that published information, or

(ii) the omission from that published information of any matter required to be

included in it.

Mr. Justice Leech granted summary judgment in Barclays’ favor on both points. On reliance, he held that the common law test for reliance in deceit applies to Schedule 10A claims: claimants must prove that they actually read or heard the relevant misrepresentation, understood it, and were induced by it to transact. The Court firmly rejected the "price/market reliance" theory advanced by passive investors—the argument that, in an efficient market, published information is reflected in the share price, and that trading at that price therefore constitutes indirect reliance. This approach, the Court held, would be tantamount to importing the U.S. "fraud on the market" doctrine into English law—a step that Parliament had deliberately chosen not to take when enacting FSMA. 

On dishonest delay, the Court held that a claim could only succeed where the delayed information had actually been published at some later point. In circumstances where Barclays had never published the true position about LX, there was no "delayed" publication and the claim was accordingly not made out. The practical impact was considerable: the judgment disposed of some £332 million of claims. The case settled in its entirety on confidential terms in December 2024.

Claimants’ advisors characterized Barclays as a setback. For passive funds—index trackers, quant funds, and other investors that make mechanical investment decisions without reading individual company filings—the judgment appeared to create a near-insurmountable barrier to claims under Schedule 10A. It also placed the burden squarely on claimants to maintain contemporaneous records of investment decision-making that could demonstrate actual reliance, a requirement likely to create significant divergence between fund managers in different jurisdictions given the international composition of the shareholder register of large-cap London issuers. For in-house lawyers at institutional investors, Barclays suggests that records of investment decision-making (e.g., analyst notes, committee minutes, and communications discussing published information) could well become critical in these securities claims.

Standard Chartered: The Door Reopens (A Bit)

The underlying claims in Standard Chartered concern alleged untrue or misleading statements in the bank’s published information between February 2007 and April 2019 in connection with serious regulatory misconduct: sanctions breaches that resulted in settlements with the SEC (in 2012 and 2019), an FCA final notice in relation to anti-money laundering failings, and bribery allegations connected to an entity in which Standard Chartered held a minority stake. The claimants—a large number of institutional investors—allege that this misconduct was concealed from the market, artificially inflating the share price and causing loss when the truth emerged. Trial is listed for October 2026.

Standard Chartered applied to strike out, or for summary judgment on, two sets of claims. The first—the "Common Reliance Claims"—were framed on the same price/market reliance theory rejected in Barclays: that passive investors had relied on the market price of Standard Chartered shares as a reflection of its published information. The second—the "Delay Claims"—alleged dishonest delay in the publication of information, in circumstances where Standard Chartered had not subsequently published corrective disclosure. Both issues squarely engaged the principles in Barclays. Standard Chartered argued that Leech J’s analysis in Barclays was clear and that Mr. Justice Michael Green was obliged to follow it as a matter of judicial comity.

Justice Green declined to follow Barclays in either respect. On price/market reliance, he declined to strike out the Common Reliance Claims, holding that this was a developing area of law in which the full range of arguments had not been fully explored at an interlocutory hearing and that the matter should proceed to trial. Crucially, the judge expressed doubt about whether Barclays was correctly decided on this point. He noted that the desire to avoid speculative U.S. style litigation had been invoked as a reason for adopting a restrictive approach, but questioned whether "reliance" rather than the dishonesty requirement was the correct limiting principle. His view was that the real-world ways in which institutional investors receive and act on market information—including through intermediaries, investment managers, and market pricing mechanisms—deserved careful examination on full evidence before the door was definitively closed on passive claimants.

On dishonest delay, Justice Green declined to follow the holding that corrective publication was a precondition for a delay claim. In his view, the statute did not expressly require this, and importing it would risk placing an additional onerous requirement on claimants that found no clear support in the statutory text.

Standard Chartered does not reverse Barclays—it is a refusal to follow it, and both decisions come from courts of first instance, so neither technically binds the other. But the divergence is practically significant. It means that the questions of price/market reliance and dishonest delay without corrective disclosure remain live. For claimants and their funders, this is a meaningful reprieve. For defendants, it means that the comfort of Barclays cannot be relied upon as a definitive statement of the law pending appellate clarification. An appeal of the Standard Chartered ruling or the trial outcome in that case is likely to produce the first appellate guidance on these issues, and possibly the first judicial engagement with the question of whether English courts are willing to accommodate a form of U.S.-style market reliance theory.

Ivanishvili: Further Eroding of Barclays

This case has its origins in a long-running fraud perpetrated by Patrice Lescaudron, a Credit Suisse private banker, against Bidzina Ivanishvili, the former Prime Minister of Georgia. From around 2005, Mr. Ivanishvili maintained a substantial private banking relationship with Credit Suisse. In 2011 and 2012, on the bank’s recommendation, he restructured investments worth over $750 million into premiums payable under two life insurance policies issued by Credit Suisse Life (Bermuda) Ltd ("CS Life"), a Bermudan subsidiary of Credit Suisse AG. The policy assets were held in segregated accounts managed at the discretion of the bank. In 2015, Mr. Ivanishvili discovered that Lescaudron had been fraudulently misappropriating the policy assets—conducting unauthorized trades, fabricating valuations, and deceiving him as to the true state of his portfolio. Lescaudron was convicted of criminal offenses in Switzerland in 2018 and later died. Mr. Ivanishvili and family members brought proceedings in Bermuda against CS Life, ultimately obtaining an award of approximately $607 million at first instance.

The case came before the Privy Council (effectively the Supreme Court) on a number of issues. Of interest is the cross-appeal by Mr. Ivanishvili in respect of his fraudulent misrepresentation claim. The Bermuda Court of Appeal had dismissed that claim on the ground that Mr. Ivanishvili did not prove he was consciously aware of the implied representations said to have been made by Lescaudron at the time he entered the life insurance policies—namely, that CS Life would manage the policy assets honestly and not fraudulently. The question for the Privy Council was whether conscious awareness of a representation is a legal requirement of the tort of deceit.

The Privy Council held that conscious awareness of the relevant representation is not a legal requirement of deceit. It overturned a line of English authorities that had suggested otherwise.  The Privy Council reasoned that reliance is ultimately a matter of causation: did the false representation operate on the claimant’s mind in a way that contributed to the decision that caused loss? A person may form and act upon beliefs without any conscious or active awareness of the basis for those beliefs—this is, as Lord Leggatt put it, an everyday feature of human experience. The question should be whether the defendant’s conduct caused the claimant to hold a false assumption or belief, and for that assumption or belief to have been causative of loss. Requiring a discrete moment of conscious awareness was not justified by principle and was inconsistent with the way people actually make decisions, particularly in the context of complex financial arrangements. The Privy Council expressed the principle by reference to both English and Bermudan law, noting that the two systems are the same on this point.  The cross-appeal was nonetheless dismissed because the misrepresentation claim was found to be time-barred under Georgian law.

Ivanishvili is a decision of considerable importance.  It cuts against the most restrictive reading of Barclays. If conscious awareness of a specific representation is not required in a claim for deceit, it becomes harder to argue that it should be an absolute requirement under Schedule 10A FSMA—a point made in Standard Chartered before the Privy Council issued its ruling. The decision opens the door (a bit) to claims by passive investors and those acting through institutional intermediaries, who may have held a false assumption about the integrity of an issuer’s disclosures without ever consciously identifying the specific statements that were false.

Key Observations and Looking Ahead

First, the reliance question will not be resolved without appellate intervention. Barclays and Standard Chartered are in tension. The trial in Standard Chartered in October 2026 may provide appellate-ready findings, but parties and funders need to plan for a period of sustained uncertainty. Portfolios of securities claims that depend on passive investor claimants should be assessed under both the Barclays and Standard Chartered approaches.

Second, the Ivanishvili decision is a doctrinal shift that will reverberate beyond its Bermudan origins. The Privy Council’s holding that conscious awareness of a representation is not required for deceit removes one of the major technical barriers that had been deployed against passive investors and those acting through institutional structures. While the decision does not directly address Schedule 10A FSMA, it substantially undermines the inferential chain that led Justice Leech in Barclays to dismiss passive claimants.

The U.S. and English approaches are converging in some respects and diverging in others. Both jurisdictions are actively limiting the expansion of omissions-based liability. Both are grappling with the extent to which automated or market-mediated reliance can substitute for individual proof. But the structural differences are significant: the U.S. class action mechanism and the fraud-on-the-market presumption all combine to produce a very different litigation environment from the English regime, which relies on individual or coordinated institutional claims, group litigation orders, and a statutory framework that imposes a reliance requirement with no settled presumption in the claimant’s favor. English claimants—particularly U.S.-based institutional investors pursuing London-listed issuers—should take careful advice on which jurisdiction offers the more viable route to recovery, bearing in mind that the two regimes may offer complementary or conflicting remedies.

Finally, practitioners should note the growing significance of litigation funding in English securities mass claims. The Litigation Funding Agreements (Enforceability) Bill, which aims to reverse the Supreme Court’s decision in PACCAR Inc v. Road Haulage Association [2023] UKSC 28, will, if enacted, restore the enforceability of damages-based agreements in funded litigation. There is also the potential of opening up collective actions beyond just competition claims.  This has a direct bearing on the economics of securities claims: greater funding certainty will encourage more claims, particularly in circumstances where the Standard Chartered decision has offered renewed hope to passive investor claimants.

English securities litigation is at a key point of development. The decisions of the past twelve months have simultaneously narrowed the playing field (Barclays) and reopened it (Standard Chartered, Ivanishvili). The law on reliance under Schedule 10A FSMA and under the tort of deceit is unsettled to an unusual degree. The forthcoming trial in Standard Chartered and any resulting appeal will be some of the most important securities litigation events of the next two years in England. 

For in-house lawyers advising on securities-related litigation risk, the immediate priority is threefold: ensure that investment decision records are maintained and properly preserved; review any live claims or potential claims in light of the revised understanding of reliance following Ivanishvili; and monitor developments in Standard Chartered as the bellwether for the passive investor reliance question.