• Hon. David N. Edelstein
  US Dist Ct SDNY

Jason Halper represents domestic and foreign clients in complex business disputes in federal and state courts and arbitrations throughout the country. His clients include public and private companies, underwriters, lenders, professional firms, corporate directors and other individuals in a variety of industries, including financial services, energy, defense, pharmaceuticals, manufacturing, real estate, supermarkets and telecommunications. Jason represents these clients in securities, derivative, ERISA and RICO class actions, SEC and stock exchange investigations and arbitrations, internal investigations, suits claiming breaches of fiduciary duty, insider trading or other misconduct by corporate directors, substantial contract disputes, bankruptcy-related proceedings, and litigation arising from M&A or other transactions involving changes in or contests for corporate control in Delaware Chancery Court and elsewhere.

Jason has been recognized for his legal abilities by numerous publications and associations, including:

• Chambers USA as a leading securities litigation defense attorney, noting that he is "incredibly smart and very capable in the courtroom" and received "effusive praise from clients as 'a highly analytical attorney who addresses problems proactively and calmly'," for his abilities as "a strong trial lawyer," and "continuously doing an excellent job."
• Legal 500 US as "highly knowledgeable and capable" and "extremely good in the courtroom."
• Benchmark Litigation, nationally and in New York, as a litigation "star" capable of handling complex business disputes anywhere in the country.
• Marquis Who's Who in America
• Who's Who in North America
• He is "AV Preeminent" Peer Review Rated, Martindale-Hubbell's highest peer acknowledgment of ethical standards and legal ability.
• He is also a member of the Trial Bar of the United States District Court for the Northern District of Illinois.

Jason is the author of the chapter on Internal Investigations in the Third Edition of the leading treatise, Business and Commercial Litigation in Federal Courts, which published in December 2011.

A substantial portion of Jason's practice also is devoted to counseling companies and directors on a variety of corporate governance matters, including with the goal, where possible, of avoiding, or resolving disputes without resort to, litigation or arbitration. He counsels companies and directors on such matters as the fiduciary obligations of corporate directors in advance of contemplated transactions, responses to pre-litigation claims by minority stockholders of unfair treatment, and issues of coverage and payment obligations under insurance and indemnification programs for corporate officials.

Over the course of his career, Jason has represented, among others:

Securities Litigation

• Deutsche Bank in multi-state litigations involving numerous financial institutions relating to claims of manipulative conduct in violation of state securities laws and RICO in connection with certain short selling activities.
• Bank of America in litigation in Illinois, Nevada, New York, Ohio and Oklahoma federal courts relating to the issuance of commercial mortgage-backed securities involving commercial loans originated by Bank of America or its subsidiaries.
• Pfizer and its directors in federal securities and ERISA class actions and derivative litigation relating to the marketing and sale of the arthritis drugs Celebrex and Bextra.
• Merrill Lynch's directors in numerous shareholder derivative actions over the past ten years claiming breaches of fiduciary duties.
• Bear Stearns in a shareholder class action challenging its merger with JPMorgan Chase.
• MediaOne Group in federal securities and state court fiduciary duty class actions arising from its merger with AT&T.
• Bank of America in federal securities class actions arising out of transactions with Enron.
• ABN Amro in federal securities class actions arising from transactions with Worldcom.
• Quaker Oats in federal securities class actions arising from its acquisition of Snapple.
• Toys R' Us in New York and Washington state court consumer class actions asserting that it made false statements on its internet site.

Corporate Governance and Control

• Pfizer in a Delaware Chancery Court action arising from its unsolicited acquisition offer for and attempt to elect a majority of directors of Warner Lambert.
• Pfizer in litigation in Delaware Chancery Court and New Jersey state and federal courts arising from its proposed acquisition of Wyeth.
• A regional airline in concurrent Delaware Chancery and federal court litigation arising from its unsolicited acquisition offer for another airline.
• An international hotel operator in concurrent Delaware Chancery and federal court actions arising from a contested election of directors and related federal securities law claims.
• The CEO of an international clothing retailer in a Delaware Chancery Court action and related special committee investigation into corporate transactions supposedly benefiting the CEO.
• The founder of a technology company in concurrent New Jersey Chancery and federal court litigation involving a contested election of directors and related federal securities law claims.
• Outside directors of a closely held company in litigation by minority shareholders claiming oppression, self dealing and breaches of fiduciary duty.
• Group 1 Software in an action seeking to enjoin its merger with Pitney Bowes.
• Investment bank directors in derivative litigation and a related special committee investigation challenging allegedly deceptive trading activity.

SEC and Stock Exchange Investigations

• An investment bank and one of its senior executives in an SEC insider trading investigation.
• A multi-billion dollar hedge fund in an SEC investigation into trading and disclosure practices.
• An investment bank in a New York Stock Exchange investigation into alleged improper trading in and handling of customer accounts.
• An investment bank in an SEC investigation into allegedly improper transactions with a state treasurer.
• An investment bank in concurrent NYSE and SEC investigations into complex derivative transactions involving a Venezuelan telecommunications company.
• The operator of an electronic stock exchange and its CEO in an SEC investigation into various aspects of their compliance with SEC regulations and a No-Action letter.

RICO

• Deutsche Bank in multi-state litigations involving numerous financial institutions relating to claims of manipulative conduct in violation of state securities laws and RICO in connection with certain short selling activities.
• A nuclear fuel producer in litigation asserting that it violated RICO by engaging in certain contracting practices.
• A law firm in a class action claiming that it violated RICO in connection with marketing tax shelters.
• An investment bank in analyzing potential RICO claims and defenses arising from structured finance activities.
• Three individual defendants in a class action claiming RICO violations relating to insider trading activities.

Contract Disputes

• Credit Suisse in litigation involving claims that it breached an oral contact requiring it to convey its interest in a mezzanine loan to the borrower.
• A military defense contractor in litigation in California state court alleging misappropriation of trade secrets and breach of contract by a former employee, against whom the defense contractor successfully obtained a temporary restraining order.
• A nuclear fuel producer in four federal court actions claiming that it breached contracts for the sale of uranium.
• A military defense contractor in litigation commenced by former employees claiming breach of an oral contract to confer on them an interest in one of the company's operating units.
• A nuclear fuel producer in four actions pending in Australia commenced against it by a party to a joint venture agreement asserting claims for breach of the joint venture agreement and related alleged misconduct in connection with the development of one of the world's largest uranium resources located in South Australia.
• A lender in connection with a dispute over the purchase of the General Motors building.
• ShopRite Supermarkets in litigation with the largest member of the ShopRite cooperative over that member's $200 million payment obligation upon seeking to withdraw from the cooperative.
• Toys R' Us in litigation seeking to enjoin its hiring of the CEO of an alleged competitor.

Structured Finance

• Bank of America in six federal court actions relating to its role as loan originator in connection with CMBS transactions.
• An investment management firm in litigation commenced by an investor in a synthetic collateralized debt obligation ("CDO") claiming that the investment firm failed to properly manage the underlying reference portfolio associated with the CDO.
• A real estate investment firm in litigation commenced by a junior loan participant in connection with a contemplated sale of the loan.
• Dexia Real Estate Capital Markets in litigation seeking to require the repurchase of securitized loans.
• GMAC in litigation commenced as loan servicer to enjoin the sale of an interest in an owner of Mall of America.

Jason has served on the Editorial Board of the Energy Litigation Committee of the American Bar Association, as well as on various ABA securities, class action, and business litigation committees.

Jason received his undergraduate degree from the Wharton School of the University of Pennsylvania and graduated cum laude from Fordham University School of Law, where he was the Articles & Commentary Editor of the Fordham Law Review. Following graduation, he served as a law clerk to the Honorable David N. Edelstein of the U.S. District Court for the Southern District of New York.

Jason is admitted to practice in New York and before the U.S. Courts of Appeal for the District of Columbia and Second and Third Circuits and the U.S. District Courts for the Southern and Eastern Districts of New York, the Northern District of Illinois and the District of Colorado.