Philip Rubens

FSMA Section 90 & 90A Claims: Shareholder Group Action Lawyer

Philip Rubens is a Legal 500-ranked commercial litigator with over 30 years of experience, specialising in high-value shareholder group actions and complex financial mis-selling claims. From his base in London, he represents institutional investors, shareholder groups, and ultra-high-net-worth individuals in claims against UK-listed PLCs and financial institutions.

His practice focuses on contentious financial services matters, pursuing compensation for investors who have suffered significant losses due to misleading information or the mis-selling of complex financial products. With a selective caseload and a focus on disputes where damages exceed £1 million, Philip provides precise, partner-led counsel designed to hold corporates and financial institutions to account.

Our Financial Services Litigation Expertise

Philip provides strategic representation for investors in a focused range of high-stakes disputes. He is an expert at utilizing the statutory framework of the Financial Services and Markets Act 2000 (FSMA). to build powerful claims for investor groups.

Core areas of practice include:

  • FSMA Section 90 Claims (Prospectus Liability): Acting for investors who acquired securities based on an untrue or misleading statement in a company’s prospectus, seeking compensation for their losses.
  • FSMA Section 90A / Schedule 10A Claims (Misleading Statements & Omissions): Representing shareholders in claims against issuers of securities for losses resulting from misleading statements, dishonest omissions, or the dishonest delay in publishing information to the market.
  • Financial Mis-selling Claims: Pursuing claims for buy-side clients against banks, brokers, and wealth managers for the mis-selling of unsuitable financial products, particularly those involving complex derivatives.
  • Claims for Misrepresentation & Breach of Duty: Acting in common law claims for deceit or negligent misstatement where issuers have made false representations outside of formal market announcements.
  • Claims Against Listed PLCs: Bringing robust legal action against publicly listed companies that have failed in their disclosure obligations, causing demonstrable harm to investors.

Group Action Strategy: Building a Powerful Collective Claim

Successfully pursuing a group action requires more than just legal expertise; it demands strategic coordination, robust funding, and sophisticated case management. Philip is highly experienced in orchestrating these complex, multi-party claims.

The process begins with “book-building”—identifying and uniting a group of investors with a common claim to create a powerful, unified front. This collective approach strengthens negotiating leverage and makes the claim economically viable. A crucial element is securing litigation funding, and Philip works closely with leading third-party funders to finance these large-scale actions. This often removes the cost burden from individual claimants.

Case management involves meticulous evidence gathering, including expert analysis of market data and company disclosures, and coordinating a strategy for claimants across multiple jurisdictions, including the US, India, and the Far East.

Representative Matters

To maintain strict client confidentiality, the following examples of Philip’s work are anonymised:

  • Represented a significant group of institutional and retail investors in a multi-million-dollar matter.pound Section 90A FSMA claim against a UK-listed PLC for misleading statements made to the market regarding its financial health.
  • Represented an international investment fund in a complex mis-selling claim against a central investment bank concerning the sale of opaque derivative products.
  • Advised a consortium of shareholders on a potential Section 90 FSMA claim arising from misleading information contained within a rights issue prospectus.
  • Acted for a buy-side client in a dispute with a broker over breach of duty and suitability in relation to a portfolio of structured products, achieving a significant settlement via [Mediation].
  • Managed a cross-border group claim involving investors from multiple countries, successfully navigating complex jurisdictional and forum issues to bring the action in the English High Court. For more on court disputes, see our page on [High Court Litigation].

Why Instruct Philip Rubens?

Choosing the right lawyer is critical when taking on a well-resourced corporate defendant. Investors instruct Philip for his specialist expertise and unwavering focus on their interests.

  • Deep FSMA Expertise: A proven track record in structuring and pursuing claims under Sections 90 and 90A of FSMA, the primary statutory tools for investor recovery.
  • 30+ Years’ Contentious Financial Services Experience: Decades of experience going head-to-head with major corporations and financial institutions.
  • Litigation Funding Expertise: Strong relationships with third-party funders and experience in structuring funding agreements (CFAs, ATE) that enable large groups of investors to access justice.
  • Partner-Led, Investor-Focused Service: Clients receive direct, personal counsel from Philip, ensuring senior strategic oversight dedicated to maximising their recovery.
  • Legal 500 Recognition: Independently recognised as a leading lawyer in his field, assuring his technical skill and market standing.

Process & Funding for Group Actions

We provide a clear pathway for investors considering joining or initiating a claim. The first step is a thorough, no-obligation assessment of the potential claim.

Funding is a key consideration. For group actions, the costs can be prohibitive for individual investors. We are experts in arranging innovative funding solutions to manage risk and provide access to justice:

  • Third-Party Litigation Funding: A specialist funder pays the legal costs in exchange for a percentage of the recovered damages. This is the most common model for significant group actions.
  • Conditional Fee Agreements (CFAs): A “no win, no fee” arrangement where our fees are only payable upon success.
  • After The Event (ATE) Insurance: This insurance policy is taken out to cover the risk of having to pay the defendant’s legal costs if the claim is unsuccessful.

Sometimes, regulatory action can provide evidence for a civil claim. To understand the regulatory landscape, see our page on [FCA Defence Work].

Frequently Asked Questions

Under Section 90, any person who acquired securities and suffered loss due to an untrue statement in the prospectus has standing. Under Section 90A, the claim is available to persons who acquired, continued to hold, or disposed of securities and suffered loss as a result of misleading statements or dishonest omissions by the issuer.

No. A key advantage of Section 90A is that claimants do not need to prove they personally relied on the specific misleading statement or omission. They must, however, show a causal link between the defendant’s wrongdoing and their loss, which is often established by demonstrating the impact on the company’s share price.

The limitation period for claims under FSMA is six years from the date the cause of action accrued. It is crucial to seek legal advice as soon as you become aware of a potential claim to ensure you do not miss this deadline.

A third-party funder agrees to pay all legal fees and expenses associated with the case. If the claim is successful, the funder receives in return a pre-agreed percentage of the settlement or award. If the claim fails, the funder loses their investment and the claimants pay nothing.

In some cases, a company may establish a formal scheme to compensate affected investors without the need for full court proceedings. We provide expert guidance on the merits of proposed schemes and represent investor groups to ensure terms are equitable and appropriate.

Serving Investors in London and Globally

From his office in London, Philip Rubens represents investors from key financial centres worldwide.

International Clients:

Philip Rubens has significant experience acting for investor groups and institutions from the USA, India, the Far East, and other major markets.

For disputes governed by private contracts, you may wish to consider International Arbitration.