Practice Areas
Class Action Defense
Corporate & Financial Services Litigation & Regulation
Corporate Governance
Corporate Governance Litigation and Counseling
Cybersecurity and Data Privacy
Environmental, Social & Governance (ESG)
Global Litigation
International Dispute Resolution
Investment Management Litigation
M&A Litigation
Mergers & Acquisitions
Securities Enforcement
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 is the co-chair of Cadwalader’s Global Litigation Group, head of the Corporate and Financial Services Litigation Practice, Co-Chair of the ESG Practice, and a member of the firm’s Management Committee.
In three decades of practicing in the areas of financial services and securities law, complex commercial disputes and corporate governance, clients consistently return to engage Jason because of his track record of obtaining results that meet each client's unique needs — as described in Chambers USA, "he is secure, confident and a skilled litigator. Jason is exactly the kind of partner a client wants by their side during a thorny litigation or arbitration — he's always prepared, extremely disciplined in his thinking and calm in the heat of battle as well as being a consummate strategist."
Jason is a Lecturer in Law, focusing on corporate law issues involving governance, sustainability, compliance, and ethics, at the University of Pennsylvania Carey Law School, and is a member of the Advisory Board of Harvard Law School's Program on Corporate Governance. He also is the editor of Lexology “Getting the Deal Through,” Securities Litigation (2021-2023 eds.); Legal 500 Environmental, Social and Governance Comparative Guide, United States; and Cadwalader Climate, the firm’s weekly analysis of climate-related legal issues impacting business, particularly in the areas of governance, disclosure, regulation and enforcement activity and disputes. Jason also has authored multiple articles on securities litigation and ESG as part of Chambers Expert Focus.
A frequent speaker and author, he is a regular Guest Contributor to the Harvard Law School Forum on Corporate Governance and Financial Regulation and also has published 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 “really understands and digs into the issues, and provides a really practical approach.” Others comment that he is “a very innovative thinker” who has “the complete confidence of his clients.” "Jason is a premium example of a true professional. He makes sure that he really understands the issues and provides great direction on a matter."
- Legal 500 USA as the firm’s “standout securities litigator,” “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), Lawdragon’s 500 Leading Global Litigators and 500 Leading Litigators in America, Legal Media Group’s Expert Guide on Banking, Finance and Transactional Law (Corporate Governance), and Martindale-Hubbell ("AV Preeminent" Peer Review Rated).
Jason is an experienced trial lawyer, with Chambers noting that he is "very capable in the courtroom.” 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 Northern District of Illinois, 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.
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 the Delaware Court of Chancery 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 has served on the Board of Directors of the Legal Aid Society, and currently serves on 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. He is a Life Fellow of the American Bar Foundation.
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 and ERISA Litigation
- A global asset management company in an ERISA class action commenced in federal court in Colorado alleging that the company and retirement plan trustees breached fiduciary duties in connection with proprietary investment options offered to plan participants.
- 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
- A global insurance company in litigation it commenced in federal court in Tennessee seeking to collect on a guarantee associated with the guarantor’s coal mining companies, which failed to honor contractual obligations associated with surety bonds issued by the insurer.
- 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 global insurance company in an arbitration commenced by former owners of companies it acquired related to the adequacy of post-closing loss reserves.
- 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.
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