Jason M. Halper

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Phone212 504 6605

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AV® Preeminent

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Practice Areas

  • Alternative Dispute Resolution
  • Commercial Litigation
  • Corporate & Securities Litigation
  • Corporate Governance
  • Energy & Commodities Investigations
  • Securities Enforcement & Investigations
  • Financial Products Litigation
  • International Litigation
  • Investment Management Litigation
  • Litigation
  • Mergers & Acquisitions
University University of Pennsylvania, Wharton School of Business, B.S., 1988
Law SchoolFordham University School of Law, J.D., cum laude, 1991
Admitted1992, New York; 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

Jason Halper represents domestic and foreign financial institutions, corporations and individuals in complex business disputes and government investigations throughout the country.

He is an experienced trial lawyer who has tried cases to jury verdict or decision in federal and state courts, regulatory tribunals and arbitrations. Jason also is a frequent speaker and author whose articles have been published by, among others, Bloomberg, Thomson Reuters, The New York Law Journal, Law360, Harvard Law School's Forum on Corporate Governance and Financial Regulation and Columbia Law School's Blue Sky Blog on Corporations and the Capital Markets.

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.

· Best Lawyers in America (Commercial Litigation)

· New York Super Lawyers

· Avenue Magazine's Legal Elite (Commercial Litigation)

· Marquis Who's Who in American Law and Who's Who in 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.

· He has been quoted in The New York Times and by, among others, Thomson Reuters and the International Financial Law Review on legal issues affecting business.

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

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 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, corporate governance and business litigation committees. In addition to the ABA, he is a member of the Programming Committee of the Federal Bar Council; the Bar of the City of New York; the Securities Industry Association - Compliance & Legal Division; and the Executive Committee of the Lawyer's Division and the New York Board of Directors of the Anti-Defamation League.

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.


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.

· Three individuals in a class action asserting common law claims and RICO violations relating to alleged insider trading activities.

· 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.

SEC, Stock Exchange and Other Regulatory Investigations

· A former employee of an international financial institution in connection with a CFTC investigation into alleged manipulation of reference benchmark rates.

· A financial institution in connection with a FERC investigation and lawsuit related to alleged manipulation of commodity prices.

· A 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 multi-billion 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.

· A financial institution in an SEC investigation into allegedly improper transactions with a state treasurer.

· A broker-dealer 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.

Financial Instruments and Other Contract Disputes

· Bank of America 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.

· 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 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.

· 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.

· A lender in connection with a dispute over the purchase of the General Motors building.

· GMAC in litigation commenced as loan servicer to enjoin the sale of an interest in an owner of Mall of America.

· 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.

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.

· A financial institution's directors in derivative litigation and a related special committee investigation challenging allegedly deceptive trading activity.


Documents by this lawyer on Martindale.com

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Before The Whistle Blows: Understanding And Addressing The Expanding Scope Of Whistleblower Protections Under Sarbanes-Oxley And Dodd-Frank
William J. Foley,Jason M. Halper,Lambrina Mathews, May 15, 2014
The Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley") was enacted following the accounting scandals of the early 2000s involving Enron, WorldCom and other public companies. Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank") in 2010 following...

M&A Update: Delaware Court Upholds Sotheby’s Poison Pill Defense Against Activist Citing “Negative Control” as a Corporate Threat
Jason M. Halper,Gregory A. Markel,Braden McCurrach,William P. Mills,Martin L. Seidel, May 7, 2014
In a May 2, 2014 ruling relating to activist hedge fund Third Point LLC’s proxy battle with auction house Sotheby’s, the Delaware Chancery Court found that Third Point was not likely to succeed in its argument that the Sotheby’s board violated its fiduciary duties when it adopted...

Chancery Court Provides Another Lesson for a Reasonable Sale Process
Jason M. Halper,William P. Mills,Martin L. Seidel, May 2, 2014
In a recent decision, Chen v. Howard-Anderson, the Delaware Chancery Court once again questioned the reasonableness of how a board conducted the sale of a company when it permitted stockholder claims to go to trial. The decision provides yet another reminder—if one is needed—that boards...

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Jason M. Halper

New YorkNY 10281-0006


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