Practice Areas
Class Action Defense
Corporate & Financial Services Litigation & Regulation
Corporate Governance
Corporate Governance Litigation and Counseling
Cybersecurity and Data Privacy
Global Litigation
International Dispute Resolution
Investment Management Litigation
M&A Litigation
Mergers & Acquisitions
Securities Enforcement and Compliance
State Attorneys General Practice
Trial Practice
Admissions
U.S. Court of Appeals, District of Columbia Circuit
U.S. Court of Appeals, 2nd Circuit
U.S. Court of Appeals, 3rd Circuit
U.S. District Court, Southern District of New York
U.S. District Court, Eastern District of New York
U.S. District Court, Northern District of Illinois
U.S. District Court, District of Colorado
New York
Clerkship
Hon. David N. Edelstein
U.S. District Court, Southern District of New York
Education
Fordham University School of Law - J.D., 1991, cum laude
University of Pennsylvania, Wharton School of Business - B.S., 1988
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Profile
Jason Halper, co-chair of Cadwalader’s Global Litigation Group and a member of the firm’s Management Committee, is a recognized leader in the fields of financial services and securities law, compliance and corporate governance. Clients turn to Jason because of his proven 30-year track record of obtaining results that meet each client's unique needs -- as described in Chambers USA, he "takes the time and energy to really understand the client” and "focuses on what is important."
Jason also is an experienced trial lawyer. A member of the Trial Bar of the Northern District of Illinois, he has tried cases to jury verdict or other decision in federal and state courts, regulatory tribunals and arbitrations around the country, including among others, the Southern District of New York, the District of Columbia, the District of New Jersey, the Southern District of Ohio, and the Western District of Oklahoma; the Delaware Court of Chancery; state courts in California, Connecticut, Maryland and New York; and arbitration panels under the auspices of FINRA, NYSE, AAA, JAMS and others.
Jason is a Lecturer in Law, focusing on corporate governance, compliance and ethics, at the University of Pennsylvania Carey Law School, and a frequent speaker and author. He is a member of the Advisory Board of Harvard Law School's Program on Corporate Governance and a regular Guest Contributor to the Harvard Law School Forum on Corporate Governance and Financial Regulation. He has published there as well as in, among others, Bloomberg, Thomson Reuters, The New York Law Journal, Law360, Columbia Law School’s Blue Sky Blog on Corporations and the Capital Markets, The Review of Securities & Commodities Regulation, Insights: The Corporate and Securities Law Advisor, The M&A Lawyer and Transaction Advisors. He has been recognized for his legal abilities by numerous publications and associations, including:
- Chambers USA as a “highly regarded” securities and commercial litigator who “frequently acts on big-ticket” disputes, noting that he is "unbelievably responsive and unbelievably skilled - his legal drafting is incomparable," he is "incredibly smart and very capable in the courtroom," and he “really understands and digs into the issues, and provides a really practical approach.” He is “a very innovative thinker” who has “the complete confidence of his clients.”
- Legal 500 USA as “a terrific counsellor and advisor,” "highly knowledgeable and capable" and "extremely good in the courtroom," and as providing “steady, practical and experienced guidance on strategy and outlook; he is unflappable and has great judgment.”
- Benchmark Litigation “Star,” identified as one of the preeminent litigation practitioners in the United States.
- Best Lawyers in America (Commercial Litigation)
- Life Fellow, American Bar Foundation
- Fellow, Litigation Counsel of America
- Advisory Board Member, Harvard Law School Program on Corporate Governance
- Editor, Lexology “Getting the Deal Through,” Securities Litigation (2021 ed.)
- New York Super Lawyers
- Marquis Who's Who in American Law and Who's Who in America
- "AV Preeminent" Peer Review Rated, Martindale-Hubbell's highest peer acknowledgment of ethical standards and legal ability
- He has been quoted in The New York Times and by, among others, Thomson Reuters, Bloomberg, Fortune Magazine, Compliance Week, The Financial Times Agenda, Law360 and the International Financial Law Review on legal issues affecting business.
His clients include public and private companies, underwriters, lenders, professional services firms and their partners, corporate directors and other individuals in a variety of industries, including financial services, professional services, insurance, energy, defense, pharmaceuticals, manufacturing, real estate, supermarkets and telecommunications.
Jason represents these clients in securities, derivative, ERISA and RICO class actions, SEC, FINRA and stock exchange investigations and arbitrations, internal investigations, suits claiming breaches of fiduciary duty, insider trading or other misconduct by corporate directors, substantial financial instrument and other 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 is or has been a member of the Securities Litigation and Federal Courts Committees of the New York City Bar Association, the Programming Committee of the Federal Bar Council and various American Bar Association Committees focused on business law. Jason’s community service work includes serving on the Executive Committee, and as a past Chair, of the New York/New Jersey Regional Board of the Anti-Defamation League (ADL). In 2019, he received the ADL’s Edward Brodsky Founder’s Award. Jason also is on the Board of Directors of the Legal Aid Society, the Board of Directors of Volunteers of Legal Service, the Executive Board of the GlamourGals Foundation, and he Chairs Cadwalader’s Pro Bono Advisory Committee.
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 District of the District of Columbia, the Northern District of Illinois and the District of Colorado.
Experience
Securities Litigation
- A medical device company and its directors and officers in litigation in federal courts in New York, Delaware and Massachusetts alleging that disclosure to shareholders in connection with the company’s merger with a global healthcare company violated the federal securities laws.
- A multi-billion dollar asset management firm in litigation commenced by stockholders in Delaware and New York challenging a merger transaction.
- A hedge fund in connection with allegations of improper trading in the securities of a company in which it was invested and on whose board it had representatives.
- An oil and gas producer in a bondholder class action commenced in the Southern District of New York challenging the terms of a debt exchange offer.
- A global financial institution in multi-state litigations relating to claims of manipulative conduct in violation of state securities laws and RICO in connection with certain short selling activities.
- A global financial institution 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 the financial institution.
- A global pharmaceutical company and its directors in federal securities and ERISA class actions and derivative litigation relating to the marketing and sale of certain classes of drugs.
- A major financial institution's directors in numerous shareholder derivative actions over a 10-year period claiming breaches of fiduciary duties.
- A financial institution in a shareholder class action challenging its merger with another industry participant.
SEC, Stock Exchange and Other Regulatory Investigations
- A global investment bank in connection with an SEC inquiry into prime brokerage activities.
- A global commodities trading firm in connection with a stock exchange inquiry into trading practices by certain employees.
- A global consulting firm in connection with an FTC investigation into potential anti-competitive practices by the firm’s client.
- A public company director in connection with a FINRA investigation into trading in the company’s securities.
- A public REIT in the hospitality business in connection with a cybersecurity breach at its reservations system vendor.
- A medical devices company in connection with an SEC investigation into alleged FCPA and related books and records violations.
- A former employee of an international financial institution in connection with a CFTC investigation into alleged manipulation of reference benchmark rates.
- A global financial institution in connection with a FERC investigation and lawsuit related to alleged manipulation of commodity prices.
- A global financial institution in connection with a FINRA investigation into alleged FINRA Rule violations by employees in its prime brokerage business.
- A financial institution and one of its senior executives in an SEC insider trading investigation.
- A multibillion dollar hedge fund in an SEC investigation into trading and disclosure practices.
- A broker-dealer in a New York Stock Exchange investigation into alleged improper trading in and handling of customer accounts.
Financial Instruments and Other Contract Disputes
- Several global financial institutions, headquartered in the United States and abroad, to advise on litigation risks and solutions arising from LIBOR transition issues, including how to address trillions of dollars of existing LIBOR-based contracts, the constitutionality of legislation that addresses these legacy LIBOR contracts, and the potential interaction of UK and US legislative efforts.
- A hedge fund in litigation in the Southern District of New York asserting that an asset management firm, which had seeded the fund, breached its contractual and disclosure obligations to the fund.
- A private global consulting firm in litigation in the Southern District of New York asserting that a client breached its contractual obligation to pay tens of millions of dollars associated with improved performance and financial results in one of its main business lines.
- A public global consulting firm in connection with disputes arising out of hiring a competitor’s former employees.
- A multinational corporation in federal court in Nebraska and New York concerning disputed obligations under guaranteed investment contracts.
- A global financial institution in six federal court actions relating to its origination, underwriting or closing of commercial loans securitized in CMBS transactions.
- An investment management firm in one federal and two state court actions commenced by investors in synthetic and cash collateralized debt obligations (CDO) claiming that the investment firm failed to properly manage the underlying reference portfolio or assets of the CDO.
- A global financial institution in litigation involving claims that it breached an oral contact requiring it to convey its interest in a mezzanine loan to the borrower.
- A real estate investment firm in litigation commenced by a junior loan participant in connection with a contemplated sale of the loan.
- A global financial services company in litigation seeking to require the repurchase of securitized loans.
- A military defense contractor in litigations in California state court defending claims by former employees asserting breach of an oral contract to provide them an interest in one of the company’s operating units, and asserting misappropriation of trade secrets and breach of contract claims against one of the former employees.
- A nuclear fuel producer in four federal court actions claiming that it breached contracts for the sale of uranium.
- 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.
Corporate Governance and M&A
- A medical device company and its directors and officers in litigation in federal courts in New York, Delaware and Massachusetts alleging that disclosure to shareholders in connection with the company’s merger with a global healthcare company violated the federal securities laws.
- A multi-billion dollar asset management firm in litigation commenced against the company and its directors in Delaware and New York challenging a merger transaction.
- A hedge fund in litigation in the Delaware Court of Chancery asserting claims that a company in which it invested failed to timely hold its annual meeting or to qualify the fund’s nominees to the board so as to avoid triggering change-in-control/proxy put penalties in the company’s financing and employment arrangements.
- A public real estate development company in litigation in the Delaware Court of Chancery commenced by a minority stockholder alleging breach of fiduciary duty in connection with the board’s approval of certain executive compensation arrangements.
- A public REIT in derivative litigation challenging the board’s approval of certain agreements with its affiliates.
- A financial services firm in connection with an appraisal proceeding in the Delaware Court of Chancery arising out of the Dell take-private transaction.
- A technology services company in litigation in the Delaware Court of Chancery arising out of its acquisition of another industry participant.
- The controlling stockholder of two global media companies in the Delaware Court of Chancery arising out disputes relating to board composition and other corporate matters.
- Investors in a publicly traded asset management company seeking appraisal of their shares following a merger transaction.
- A global pharmaceutical company in an action in the Delaware Court of Chancery arising from its unsolicited acquisition offer for and attempt to elect a majority of directors of another industry participant.
- A global pharmaceutical company in litigation in the Delaware Court of Chancery and New Jersey state and federal courts arising from its proposed acquisition of another industry participant.
- A regional airline in concurrent Delaware Court of Chancery and federal court litigation arising from its unsolicited acquisition offer for another airline.
- An international hotel operator in concurrent Delaware Court of 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 Court of Chancery 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.
- A software company in an action seeking to enjoin its merger with another industry participant.
- A financial institution’s directors in derivative litigation and a related special committee investigation challenging allegedly deceptive trading activity.
- Professional Service Firms
Publications
- “Delaware Court of Chancery Extends Business Judgment Rule Deference to Controller Transactions Involving Third Parties,” Harvard Law School Forum on Corporate Governance and Financial Regulation, August 24, 2017.
- “Lessons Beyond Corwin: Columbia Pipeline and Saba Software,” Harvard Law School Forum on Corporate Governance and Financial Regulation, May 10, 2017.
- “2016 Year in Review: Corporate Governance Litigation and Regulation,” Harvard Law School Forum on Corporate Governance and Financial Regulation, January 31, 2017.
- “2016 Year in Review: Securities Litigation and Regulation,” Harvard Law School Forum on Corporate Governance and Financial Regulation, January 24, 2017.
- “Process is Paramount: Giving ‘100% Weight’ to Merger Price in Determining Fair Value,” Harvard Law School Forum on Corporate Governance and Financial Regulation, January 11, 2017.
- "The ETE-Williams Merge Through a Tax Lens," Law360, August 22, 2016.
- "Directors' Fiduciary Duties in Approving Mergers," Harvard Law School Forum on Corporate Governance and Financial Regulation, August 8, 2016.
- "The Ever Increasing Importance of the Shareholder Vote," Harvard Law School Forum on Corporate Governance and Financial Regulation, July 11, 2016.
- "Tilton: Constitutional Challenge to SEC Administrative Proceedings," Harvard Law School Forum on Corporate Governance and Financial Regulation, June 13, 2016.
- "The 'Gimlet Eye' and Shareholder Voting," Harvard Law School Forum on Corporate Governance and Financial Regulation, June 7, 2016.
- "SEC In-House Forum Is Constitutionally Uncertain," National Law Journal, May 30, 2016.
- "Delaware Supreme Court Reaffirms KKR, But Sounds Cautionary Note to Gatekeepers," Columbia Law School Blue Sky Blog on Corporations and the Capital Markets, May 24, 2016.
- "Challenges to Going-Private Mergers in New York," Harvard Law School Forum on Corporate Governance and Financial Regulation, May 23, 2016 (also published in Law360, May 11, 2016).
- "SEC Enforcement and Internal Control Failures," Harvard Law School Forum on Corporate Governance and Financial Regulation, May 4, 2016.
- "SEC Pay Ratio Rules — A Recipe for Compliance and Model Disclosure, "The Review of Securities & Commodities Regulation, April 6, 2016.
- "Chancery Court Criteria for Determining 'Control'" Harvard Law School Forum on Corporate Governance and Financial Regulation, March 8, 2016.
- "Developments in Corporate Governance and M&A Law in 2015, "Harvard Law School Forum on Corporate Governance and Financial Regulation, March 1, 2016.
- "Chancery Court on Disclosure-Only Settlements," Harvard Law School Forum on Corporate Governance and Financial Regulation, February 1, 2016.
- "Inversions: Recent Developments and Two Predictions," Harvard Law School Forum on Corporate Governance and Financial Regulation, January 28, 2016.
- "2015 Securities Law Developments, "Harvard Law School Forum on Corporate Governance and Financial Regulation, January 25, 2016.
- "Designated Lender Counsel in Private Equity Loans," Harvard Law School Forum on Corporate Governance and Financial Regulation, January 19, 2016.
- "Delaware Supreme Court on Potential Financial Advisor Liability," Harvard Law School Forum on Corporate Governance and Financial Regulation, December 23, 2015 (also published in Law360, December 17, 2015).
- “Director Independence and Risks for M&A Financial Advisors,” Harvard Law School Forum on Corporate Governance and Financial Regulation, November 9, 2015 (also published in Transaction Advisors, November 23, 2015).
- “Fair Price and Process in Delaware Appraisals,” Harvard Law School Forum on Corporate Governance and Financial Regulation, November 6, 2015.
- "Second Circuit Splits with Fifth Circuit Setting Up Possible Supreme Court Review of Internal Whistleblowers’ Protection Under Dodd-Frank, "Columbia Law School Blue Sky Blog on Corporations and the Capital Markets, September 24, 2015.
- "SEC’s Guidance Supporting its Position that Internal Whistleblowers are Protected under Dodd-Frank, "Columbia Law School Blue Sky Blog on Corporations and the Capital Markets, August 20, 2015.
- "Delaware Court Awards Damages to Option Holders," Harvard Law School Forum on Corporate Governance and Financial Regulation, August 24, 2015 (also published in Law360, August 5, 2015).
- "Chamber of Commerce Airs Grievances Related To Internal Controls Inspections," Harvard Law School Forum on Corporate Governance and Financial Regulation, July 19, 2015.
- "Merger Price and Process Win the Day Yet Again in Delaware Appraisal Action," Harvard Law School Forum on Corporate Governance and Financial Regulation, July 10, 2015 (also published in Law360, July 10, 2015).
- "The Importance of Merger Price and Process in Delaware Appraisal Actions," Harvard Law School Forum on Corporate Governance and Financial Regulation, May 21, 2015 (also published in Law360, May 8, 2015, and Transaction Advisors, June 16, 2015).
- "In re Polycom and the SEC’s Continued Focus on Internal Controls, "Columbia Law School Blue Sky Blog on Corporations and the Capital Markets, April 28, 2015.
- "Delaware Court's El Paso Pipeline Opinion Provides Lessons for Related Party Transactions," Harvard Law School Forum on Corporate Governance and Financial Regulation, April 27, 2015 (also published in Law360, April 27, 2015).
- "2014’s Valuable Lessons for M&A Financial Advisers," Harvard Law School Forum on Corporate Governance and Financial Regulation, January 28, 2015 (also published in Law360, January 8, 2015).
- "Delaware Supreme Court Holds That Revlon Does Not Require an Active Market Check," Harvard Law School Forum on Corporate Governance and Financial Regulation, January 24, 2015 (also published in Transaction Advisors, February 2015).
- "Corporate Whistleblowing: Key Issues In Responding to Possible Violations, "The Review of Securities & Commodities Regulation, December 17, 2014.
- "Delaware Court Rules that 17.5% Shareholder May Be Controlling Stockholder," The M&A Lawyer, January 2015.
- “Understanding Halliburton in Light of Recent Supreme Court Jurisprudence, ”Bloomberg BNA, Class Action Litigation Report, December 12, 2014.
- “Delaware Court Provides Guidance in a Sale-of-Control Situation,” Harvard Law School Forum on Corporate Governance and Financial Regulation, December 10, 2014.
- “Delaware Court Preliminarily Enjoins Merger Due to Flawed Sales Process, ”Harvard Law School Forum on Corporate Governance and Financial Regulation, December 7, 2014 (also published in Law360, December 9, 2014).
- "Delaware Court Dismisses Action Against Seller's Directors and Financial Advisor, and Finds that Stockholder's 'Side Deals' Did Not Warrant Entire Fairness Review," Harvard Law School Forum on Corporate Governance and Regulation, November 7, 2014 (also published in Law360, November 5, 2014).
- "Delaware Chancery Court holds M&A financial advisor liable for $76 million," Harvard Law School Forum on Corporate Governance and Regulation, November 4, 2014 (also published in Law360, October 23, 2014).
- “Assessing the Increased Regulatory Focus on Public Company Internal Control and Reporting,” Bloomberg BNA, Securities Regulation & Law Report, October 6, 2014.
- "New Treasury Regulations Target Corporate Inversions," JD Supra Business Advisor, October 3, 2014.
- “11th Circ. Weighs In On Duty To Disclose Merger Talks,” Law360, October 1, 2014.
- “Assessing Retroactive Inversion Legislation and Its Risks,” Harvard Law School Forum on Corporate Governance and Financial Regulation, September 16, 2014 (also published in Law360, September 8, 2014).
- “Halliburton Co. v. Erica P. John Fund, Inc.: The Court Retains Basic, But Permits Defendants To Rebut Price Impact At Class Certification, ”Bloomberg BNA Class Action Litigation Report, June 25, 2014.
- “Delaware Court Upholds Sotheby’s Poison Pill Defense Against Activist Citing “Negative Control” as a Corporate Threat,” Insights: The Corporate and Securities Law Advisor, June 2014.
- “Chancery Court Provides another Lesson for a Reasonable Sale Process, ”Columbia Law School Blue Sky Blog on Corporations and the Capital Markets, May 30, 2014.
- "The Expanding Scope of Whistleblower Protections," Harvard Law School Forum on Corporate Governance and Financial Regulation, May 21, 2014 (also published in Law360, May 28, 2014).
- “Halliburton Co. v. Erica P. John Fund, Inc.: Assessing Possible Modifications to Basic and the Fraud-On-The-Market Theory,” Financial Fraud Law Report, May 2014.
- “Ohio Federal Judge Blocks Controlling Stockholder’s Tender Offer Based on Target Board’s Conflicts and Stockholder Coercion,” Law360, April 28, 2014.
- “Delaware Supreme Court Upholds Business Judgment Rule Review for Certain Controlling Stockholder Transactions with Dual Minority Protections,” Columbia Blue Sky Blog on Corporations and the Capital Markets, April 2, 2014.
- "Delaware Court's Orchard Enterprises Decision Provides Key Insights For Special Committees In Controlling Stockholder Transactions," Martindale.com, March 21, 2014.
- “Seven Months After American Express v. Italian Colors Restaurant: The End of Class Actions?” Westlaw Journal: Antitrust, February 2014.
- “The Importance of a Causation ‘Defense’ in Post-Credit Crisis Investment Litigation,” Harvard Law School Forum on Corporate Governance and Financial Regulation, January 18, 2014 (also published in Law360, December 21, 2013).
- “How 2013 Shareholder Activism Will Influence Future M&A," Law360, January 29, 2014.
- “Delaware Court Confirms High Bar to Escape Deal,” Columbia Law School Blue Sky Blog on Corporations and the Capital Markets, December 10, 2013.
- “Class Action Issues in the Supreme Court: Comcast Corp. v. Behrend, ”Westlaw Journal Class Action, June 1, 2013.
- “Class Action Issues in Supreme Court: Assessing the Significance of ‘Amgen,’”The New York Law Journal, April 3, 2013.
- “Arguing For Arbitration Clauses in Customer Agreements,” Law360, March 25, 2013.
- “Arbitration Clauses and Class Certification Standards: How the Supreme Court Is Limiting Plaintiffs' Ability to Maintain Class Actions, ”Bloomberg BNA Class Action Litigation Report, January 25, 2013.
- “Mandatory Arbitration as Substitute for Private Securities Class Actions, ”The New York Law Journal, June 14, 2012.
- Author, Chapter on “Internal Investigations" in the treatise, "Business and Commercial Litigation in Federal Courts,” West Publishing, December 2011 (3d ed.)
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