Personal Liability of Officers in US Securities Class Actions

Abstract

This article uses a newly collected dataset to investigate two empirical questions. First, do corporate officers bear personal liability in securities class actions in the US, or do plaintiffs' recoveries come from defendant corporations and their insurers? Secondly, to the extent officers do not pay, is this because culpable officers shield themselves with funds from the company and its insurer, or is it because these cases are weak and officers are not culpable? These questions are motivated by the concern that settlement incentives in securities class actions both allow culpable officers to avoid liability in meritorious cases and encourage plaintiffs' lawyers to file non-meritorious cases. I find, first, that officers rarely contribute to settlements in securities class actions. Secondly, looking at pairs of parallel class actions and SEC actions based on the same alleged misconduct, I find that officers tend to pay nothing in the class action even where the SEC imposes personal sanctions in its parallel enforcement action. These findings suggest that class actions may not be effective in holding culpable officers accountable for misconduct.