Credit Suisse v Ivanishvili: the door opens to fraud-on-the-market claims under s 90A FSMA

Henry Warwick KC and Benn Sheridan have co-authored an article in the latest issue of the Journal of International Banking and Financial Law addressing an important and unsettled issue in securities litigation under the Financial Services and Markets Act 2000 (“FSMA“).  The article examines whether an investor in a listed company who has not read published information relating to its share price (and therefore is not consciously aware of any representations made within it) can nonetheless satisfy the reliance requirement under s90A FSMA (which governs liability for false or misleading statements in published information about securities) because the investor has made an assumption about the integrity of the market price: the share price accurately reflects and accounts for the contents of the published information.  This question, which was the subject of divergent decisions in the High Court, is partially answered by the Privy Council’s decision in Credit Suisse Life (Bermuda) Ltd v Ivanishvili [2025] UKPC 53.  The Board overturned a line of authority suggesting that a representee must be consciously aware of a representation in order for the reliance requirement in common law deceit to be made out, with implications for s90A which (so far) has been taken as incorporating the common law test.

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