Learn how U.S. securities claims are built, litigated, defended, and settled. This course provides the essential legal and procedural foundation every D&O professional should understand
The United States remains the most active and consequential securities litigation environment in the world. For D&O professionals, understanding how U.S. securities claims arise, develop, and ultimately impact directors, officers, and insurers is essential.
In this foundational masterclass, Kevin LaCroix provides a practical and comprehensive introduction to the U.S. securities liability framework. Drawing on nearly four decades of experience following securities litigation trends and advising the D&O market, Kevin explains the legal concepts, litigation processes, and claim dynamics that every D&O practitioner should understand.
Participants will learn why the United States generates such a high volume of securities litigation, how the key federal securities laws operate, what plaintiffs must prove to establish liability, why motions to dismiss are so important, how settlements are negotiated, and what emerging trends may shape future D&O exposures.
Whether you are an underwriter, broker, claims professional, lawyer, or risk manager, this masterclass will give you the foundations needed to confidently understand and assess U.S. securities exposure.
By completing this masterclass, you will:
Understand why the United States is uniquely exposed to securities litigation.
Learn the key provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934.
Understand the differences between Section 11 and Rule 10b-5 claims.
Learn the concept of scienter and why it is critical in securities litigation.
Analyze real-life securities claim examples.
Understand the impact of the Private Securities Litigation Reform Act (PSLRA).
Learn why motions to dismiss are often the most important phase of a securities claim.
Understand how securities class actions settle and how damages are calculated.
Gain practical insight into SEC enforcement actions and DOJ prosecutions.
Identify key trends that may drive future securities litigation.
Why is the United States considered one of the most litigious jurisdictions in the world, particularly for securities claims?
This module explores the unique cultural, historical, legal, and procedural factors that have shaped the U.S. securities litigation environment and explains why directors and officers of U.S.-listed companies face such significant exposure.
Key topics covered:
Cultural drivers of litigation
Historical origins of U.S. securities regulation
The role of class actions
Contingency fee arrangements
The "fraud-on-the-market" doctrine
The specialized securities plaintiffs' bar
Why securities litigation remains a constant risk for public companies
Why it matters: Understanding the environment that creates securities litigation is essential before analyzing the legal framework itself.
This module introduces the core legal framework governing securities liability in the United States and explains how federal and state laws interact to create potential exposure for companies and their directors and officers.
Key topics covered:
The Securities Act of 1933 ("The '33 Act")
The Securities Exchange Act of 1934 ("The '34 Act")
Federal disclosure requirements
State securities laws ("Blue Sky Laws")
Common law fraud liability
Key differences between public offerings and open-market trading exposure
Why it matters: These laws form the foundation of virtually every U.S. securities claim.
This module examines one of the most important liability provisions affecting IPOs and secondary offerings.
Kevin explains the lower liability threshold applicable to Section 11 claims, the concept of strict liability, and why IPO-related exposures often generate significant concern for D&O insurers.
Key topics covered:
Registration statement liability
Material misrepresentations and omissions
Statutory defendants
Control person liability
Strict liability standards
Due diligence defenses
Section 11 litigation dynamics
Why it matters: Section 11 claims are among the most powerful tools available to securities plaintiffs and are a key exposure for newly listed companies.
Most U.S. securities class actions are brought under Section 10(b) and Rule 10b-5.
This module explains the essential elements plaintiffs must establish and examines the concept of scienter, one of the most important and misunderstood aspects of securities litigation.
Key topics covered:
Rule 10b-5 liability
Material misrepresentations and omissions
Reliance and the fraud-on-the-market theory
Loss causation
Statutes of limitation
Scienter requirements
Common defenses
Why it matters: Understanding Rule 10b-5 claims is fundamental to evaluating securities litigation risk.
Theory becomes practice in this module through the analysis of real-world securities claims.
Kevin walks through actual cases involving both Section 11 and Rule 10b-5 allegations, helping participants apply the concepts learned in previous modules.
Case studies include:
First High-School Education Group Co. Ltd.
Amazon.com, Inc.
Why it matters: Reviewing real claims provides valuable insight into how securities litigation develops in practice and how courts evaluate allegations.
The PSLRA transformed the U.S. securities litigation landscape.
This module explains why Congress enacted the legislation and how it significantly increased the hurdles plaintiffs must overcome before pursuing securities claims.
Key topics covered:
Background and objectives of the PSLRA
Enhanced pleading requirements
Scienter standards
Loss causation requirements
Discovery stay provisions
Safe harbor protections for forward-looking statements
Impact on securities litigation frequency and severity
Why it matters: The PSLRA remains one of the most important statutes shaping modern securities litigation.
More than 40% of securities class actions are dismissed before reaching discovery.
This module examines why the motion to dismiss stage is often the most critical phase of a securities lawsuit and how defendants seek to challenge plaintiffs' allegations.
Key topics covered:
The purpose of motions to dismiss
Common defense arguments
Scienter challenges
Loss causation defenses
Discovery stays
Appeal processes
Defence cost considerations
Why it matters: Understanding dismissal dynamics is essential for evaluating claim severity, defence costs, and settlement prospects.
The overwhelming majority of securities claims settle before trial.
This module explains how settlements are negotiated, why defendants often choose settlement over trial, and how damages are calculated.
Key topics covered:
Why securities cases settle
Mediation processes
Class action settlement approval
Opt-outs and objections
Damages calculations
Plaintiff-style damages models
Price impact studies
Insurance implications
Why it matters: Settlement dynamics drive much of the economic exposure associated with securities litigation.
In addition to private litigation, companies and executives may face investigations and proceedings initiated by regulators and prosecutors.
This module provides an introduction to SEC enforcement actions and DOJ criminal prosecutions and examines their impact on D&O exposure.
Key topics covered:
SEC enforcement authority
Typical enforcement scenarios
DOJ criminal investigations
Accounting fraud
Insider trading
Regulatory investigations
Insurance implications
Why it matters: Regulatory actions often increase claim severity and create additional exposure for directors and officers.
The securities litigation landscape is constantly evolving.
In this final module, Kevin discusses the emerging risks and trends that may shape future securities claims and influence underwriting decisions.
Key topics covered:
Inflation and interest rates
Supply chain disruptions
Geopolitical risks
Cybersecurity and privacy
ESG-related exposures
Emerging technologies
Cryptocurrency-related litigation
Future securities claim trends
Why it matters: Understanding emerging risks helps D&O professionals anticipate tomorrow's claims rather than simply react to them.
This masterclass is designed for:
D&O Underwriters
Financial Lines Underwriters
Insurance Brokers
Claims Professionals
Corporate Lawyers
Risk Managers
Corporate Insurance Buyers
Anyone seeking a deeper understanding of U.S. securities litigation and D&O exposure
10 On-Demand Video Training Modules
Downloadable Presentation Slides for Each Module
Lifetime Access to All Course Materials
Access Across Desktop, Tablet, and Mobile Devices
