Clarivate Investors Can Proceed With Suit Against Citigroup, PwC

Federal judge rules investors adequately alleged material misstatements in 2021 public offerings.

Mar. 31, 2026 at 9:06pm

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A photorealistic studio still life featuring a stack of financial reports, a calculator, and a pen arranged elegantly on a clean, monochromatic background, conceptually representing the abstract legal risks companies face over financial reporting.A meticulous studio still life captures the high-stakes world of corporate finance and auditing, where even small reporting errors can trigger major investor lawsuits.NYC Today

Clarivate Plc investors can proceed with a proposed class action lawsuit against the data analytics company, its stock offering underwriter Citigroup Global Markets Inc., and its auditor PricewaterhouseCoopers LLP. A federal judge ruled the investors adequately alleged material misstatements in a pair of 2021 public offerings, given the significant changes in key financial metrics when Clarivate later restated the figures presented in the related documents.

Why it matters

This case highlights the legal risks companies, underwriters, and auditors face when there are material discrepancies between the information presented in public offerings and a company's later financial restatements. Investors rely on accurate disclosures, and this ruling allows the lawsuit over the alleged misstatements to move forward.

The details

According to the judge's opinion, the investors adequately alleged that Clarivate, Citigroup, and PwC made material misstatements in a pair of 2021 public offerings. The key issue was the 'sheer magnitude' by which certain financial metrics changed when Clarivate later restated the figures presented in the offering documents. This allowed the investors' Securities Act claim over the restatement to proceed against the three defendants.

  • Clarivate held public stock offerings in 2021.

The players

Clarivate Plc

A data analytics company that provides intellectual property and scientific information services.

Citigroup Global Markets Inc.

The investment banking division of Citigroup that served as the underwriter for Clarivate's 2021 public offerings.

PricewaterhouseCoopers LLP

The auditing firm that worked with Clarivate and was named in the lawsuit over the 2021 public offering disclosures.

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What they’re saying

“The investors adequately alleged a material misstatement in a pair of 2021 public offerings, given 'the sheer magnitude by which certain key metrics changed' when Clarivate later restated the financial figures presented in the related documents.”

— Judge Eric Komitee, US District Court for the Eastern District of New York

The takeaway

This case highlights the legal risks companies, underwriters, and auditors face when there are significant discrepancies between the information presented in public offerings and a company's later financial restatements. Accurate disclosures are critical for investors, and this ruling allows the lawsuit over the alleged misstatements to proceed.