CLARIVATE PLCCLVT
CLARIVATE PLC Commitments Disclosure
Commitments and Contingencies
Lawsuits and Legal Claims
We are engaged in various legal proceedings, claims, audits, and investigations that have arisen in the ordinary course of
business. These matters may include among others, antitrust/competition claims, intellectual property infringement claims,
employment matters, and commercial matters. The outcome of the matters against us are subject to future resolution,
including the uncertainties of litigation.
From time to time, we are involved in litigation in the ordinary course of our business, including claims or contingencies that
may arise related to matters occurring prior to our acquisition of businesses. At the present time, primarily because the
matters are generally in early stages, we can give no assurance as to the outcome of any pending litigation to which we are
currently a party, and we are unable to determine the ultimate resolution of these matters or the effect they may have on us.
We have and will continue to vigorously defend ourselves against these claims. We maintain appropriate levels of insurance,
which we expect are likely to provide coverage for some of these liabilities or other losses that may arise from these litigation
matters.
During the year ended December 31, 2023, we reached settlement related to a large legal claim, which was covered by
insurance. We recognized a total gain on settlement of $49.4 which is included in Other operating expense (income), net in
the Consolidated Statement of Operations.
Between January and March 2022, three putative securities class action complaints were filed in the United States District
Court for the Eastern District of New York against Clarivate and certain of its executives and directors alleging that there
were weaknesses in the Company’s internal controls over financial reporting and financial reporting procedures that it failed
to disclose in violation of federal securities law. The complaints were consolidated into a single proceeding on May 18, 2022.
On August 8, 2022, plaintiffs filed a consolidated amended complaint, seeking damages on behalf of a putative class of
shareholders who acquired Clarivate securities between July 30, 2020, and February 2, 2022, and/or acquired Clarivate
ordinary or preferred shares in connection with offerings on June 10, 2021, or Clarivate ordinary shares in connection with a
September 13, 2021, offering. The amended complaint, like the prior complaints, references an error in the accounting
treatment of an equity plan included in the Company’s 2020 business combination with CPA Global that was disclosed on
December 27, 2021, and related restatements issued on February 3, 2022, of certain of the Company’s previously issued
financial statements. The amended complaint also alleges that the Company and certain of its executives and directors made
false or misleading statements relating to the Company’s product quality and expected organic revenues and organic growth
rate, and that they failed to disclose significant known changes to the Company’s business model. Defendants moved to
dismiss the amended complaint on October 7, 2022. Without deciding the motion, the court entered an order on June 23,
2023, allowing plaintiffs limited leave to amend, and plaintiffs filed an amended complaint on July 14, 2023. On August 10,
2023, the court issued an order deeming defendants’ prior motions and briefs to be directed at the amended complaint and
permitting defendants to file supplemental briefs to address the new allegations in the amended complaint. Supplemental
briefing on the motions was completed on September 8, 2023. Defendants’ motions to dismiss the amended complaint are
currently pending.
In a separate but related litigation, on June 7, 2022, a class action was filed in Pennsylvania state court in the Court of
Common Pleas of Philadelphia asserting claims under the Securities Act of 1933, based on substantially similar allegations,
with respect to alleged misstatements and omissions in the offering documents for two issuances of Clarivate ordinary shares
in June and September 2021. The Company moved to stay this proceeding on August 19, 2022, and filed its preliminary
objections to the state court complaint on October 21, 2022. After granting a partial stay on January 4, 2023, the court denied
a further stay of the proceedings on April 17, 2023. On April 24, 2024, the court sustained the Company’s preliminary
objections, but permitted plaintiff leave to file an amended complaint, which plaintiff filed on May 28, 2024. On August 29,
2024, plaintiff filed a second amended complaint, to which the Company filed preliminary objections on September 30, 2024.
On April 25, 2025, the court issued an order permitting the parties to take discovery on issues raised in the Company’s
preliminary objections related to standing, and to file supplemental briefs upon completion of such discovery. The parties
filed their supplemental briefs on December 9, 2025. On February 18, 2026, following oral argument, the court entered an
order sustaining in part the preliminary objections for plaintiff’s failure to plead standing, dismissing the second amended
complaint without prejudice, with leave for plaintiff to file a third amended complaint, and overruling the remainder of the
preliminary objections without prejudice to being reasserted, if appropriate, in response to any third amended complaint.
Clarivate does not believe that the claims alleged against it have merit and will vigorously defend against them. Given the
early stage of the proceedings, we are unable to estimate the reasonably possible loss or range of loss, if any, arising from
these matters.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 19, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Mar 10, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Mar 2, 2020 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.