ProAssurance Corporation

Case Details

Class Period: August 8, 2018 - May 7, 2020
Date Filed: June 16, 2020
Case Number: 2:20-cv-0856
Jurisdiction: Northern District of Alabama
icon-casetype Case Type: Securities Case

Case Summary

The complaint asserts claims for violations of the Securities Exchange Act of 1934 against ProAssurance Corporation (“ProAssurance” or the “Company”), and certain of its senior executives (collectively, “Defendants”). The Complaint alleges that Defendants made false and misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects on behalf of all persons or entities that purchased or otherwise acquired ProAssurance common stock during the Class Period.

ProAssurance, incorporated in Delaware with its principal executive offices in Birmingham, Alabama, is one of the largest medical liability insurance providers in the United States. The Company’s most important division is its Specialty Property and Casualty segment (“SP&C”), which has consistently accounted for at least 60% of the Company’s gross premiums. This segment includes a healthcare professional liability (“HCPL”) line of business, primarily offered to healthcare providers. These policy premiums accounted for 89% of the premiums in ProAssurance’s core SP&C segment.

Specifically, the complaint alleges that Defendants misrepresented the Company’s underwriting and reserve standards and failed to disclose that it lacked an adequate underwriting process and risk management controls system necessary to set appropriate loss reserves in its SP&C segment. As a result, ProAssurance failed to properly assess TeamHealth, a risky large national healthcare account with a profits-over-patients culture that exposed it to higher rates of medical malpractice claims. Then, TeamHealth experienced losses far exceeding the assumptions made when the account was underwritten, subjecting ProAssurance to substantial financial loss and materially heightened reserve charges.

Defendants knew for years that the extraordinarily risky TeamHealth account was experiencing an exponential rise in its number of outstanding claims, but Defendants knowingly concealed this information from investors. By at least the second quarter of 2018 (“2Q18”), Defendants were unquestionably aware of the negative trends within the SP&C segment, while maintaining in its public statements to investors that its reserves were “adequate,” “appropriate,” and “conservative.” Defendants also concealed that they knew by at least the start of 2020 that TeamHealth was highly unlikely to renew its policy and would instead exercise its option to purchase “tail coverage,” which would (and ultimately did) expose ProAssurance to substantial additional losses. The truth about Defendants’ material misstatements and omissions was revealed through two corrective disclosures. As a result of the first disclosure regarding TeamHealth on January 20, 2020, ProAssurance’s stock price fell more than 11%, from $37.58 per share on January 22, 2020, to a closing price of $33.40 per share on January 23, 2020. Then disclosures on May 7, 2020 caused the Company’s stock price to plummet all the way down to $15.95 per share–a more than 67% decline from its Class Period high of $49.40, causing substantial harm to shareholders.

On September 11, 2020, the Court appointed Central Laborers’ Pension Fund and the Plymouth County Retirement System as Lead Plaintiff and Saxena White P.A. as Co-Lead Counsel.

On March 26, 2021, Lead Plaintiff filed a consolidated class action complaint expanding the Class Period. Defendants filed their motion to dismiss on May 18, 2021. The briefing schedule for this motion was completed on July 28, 2021.

On December 10, 2021, the Court granted in part, and denied in part Defendants’ motion to dismiss, finding that Company “statements about observed frequency changes” and/or frequency data “in 2018 and 2019 were false or misleading” when made. The Court further found that “the defendants’ statements about ProAssurance’s ‘conservative,’ ‘disciplined,’ ‘cautious,’ and otherwise ‘reasonable’ practices” were affirmative, false statements “about the company’s current financial conditions, especially with respect to the TeamHealth account, on which a reasonable investor would rely.” The Court therefore held that Lead Plaintiff “plead actionable misstatements and omissions with regard to business practices which were, allegedly, in fact risky and not aligned with ProAssurance’s stated commitment to caution and conservatism in light of the circumstances surrounding the unique TeamHealth deal.” In finding that at least two executives “acted with scienter when they allegedly misstated the frequency data underlying ProAssurance’s reserve estimates and misleadingly emphasized the company’s commitment to conservative business practices,” the Court further held that “ProAssurance similarly acted with scienter as to these material misrepresentations,” and sustained Plaintiffs’ Exchange Act claims for the full Class Period alleged in the complaint.

Lead Plaintiff filed a motion for class certification on April 1, 2022. The briefing schedule for this motion is scheduled to conclude on March 31, 2023.

Fact discovery ends on March 17, 2023, and expert discovery ends on June 23, 2023. A jury trial is scheduled to commence on November 13, 2023.