Jonathan Hoff is a securities and business litigator who has experience in the fields of securities and corporate litigation, mergers and acquisitions, corporate governance, and complex business diaputes.
His practice focuses on the representation of public and private companies and financial institutions. He represents clients in corporate, securities and complex business litigations, including shareholder class action and derivative suits, merger and acquisition transactions, breach of fiduciary duty disputes, accounting- and finance-related litigations, litigations arising out of complex commercial and business contracts and transactions, and corporate- and securities-related government and internal investigations, as well as disputes involving subprime mortgages, real estate securitizations, CDOs, derivatives, and other structured products.
Jon has been recognized as one of the leading securities litigation attorneys by Chambers USA; one of the “100 Lawyers You Need to Know in Securities Litigation” by Law Dragon; in New York Super Lawyers; Legal500; and in Who's Who in American Law.
Jon is a frequent speaker and author on securities and corporate litigation and counseling, current developments in mergers and acquisitions, the business judgment rule, and shareholder litigation. Jon was co-author of the treatise, Public Companies, which provides a comprehensive treatment of the responsibilities and functions of publicly traded corporations and their directors, officers, and general counsel, including issues of compliance with the Sarbanes-Oxley Act and other law compliance and internal controls issues. In addition, Jon is a member of the editorial board of the Securities Litigation Report.
He received his undergraduate degree from the University of California at Berkeley and his law degree from UCLA, where he served as Comment Editor for the Law Review. He is admitted to practice in New York and California, as well as before the U.S. Supreme Court; the U.S. Courts of Appeals for the Second, Third, Fourth, Fifth, Seventh, Ninth, and Tenth Circuits; and the U.S. District Courts for the Southern and Eastern Districts of New York and the Northern and Central Districts of California.
•Lead counsel for MBIA Insurance Corp. in an action against Residential Funding Co. LLC (RFC) for fraud and breach of contract in connection with MBIA providing financial guarantee insurance for over $2 billion in residential mortgage-backed securitizations sponsored by RFC. Lead litigation counsel for MBIA in connection with the chapter 11 proceedings for Residential Capital, LLC, the parent of RFC.
•Lead counsel for The Renco Group, Inc. in an action brought by Fluor Corporation seeking indemnification related to alleged losses incurred by Fluor in connection with personal injury and property damages claims arising out of lead-related operations of lead business formerly owned by Fluor Corporation.
•Lead counsel for The Renco Group, Inc. in connection with litigation between Renco and MacAndrews & Forbes Holdings Inc. and affiliates arising out of a joint venture concerning the business of AM General LLC.
•Lead counsel for Bear, Stearns & Co. Inc. in a federal securities law class action arising out of massive accounting fraud at McKesson HBOC Inc. and related state litigations in California and New York state court and Delaware Court of Chancery, as well as litigation in New York state court between Bear Stearns and McKesson.
•Lead counsel for Bear, Stearns & Co. Inc. in a federal securities law class action arising out of Bear Stearns's clearing relationship with A.R. Baron and related state litigation; acted as counsel in connection with investigation by the U.S. Securities and Exchange Commission.
•Lead counsel representing the underwriters of three offerings of securities, aggregating in excess of $3 billion, issued by The Williams Companies in a federal securities law class action asserting claims under Sections 11 and 12(a)(2) of the Securities Act of 1933. The underwriters included Merrill Lynch, Lehman Brothers, UBS Securities, CS First Boston (now Credit Suisse), Bank of America Securities, CIBC World Markets, Goldman Sachs, and Salomon Smith Barney (now Citigroup).
•Lead counsel representing the directors of Merrill Lynch & Co., Inc. in a derivative action brought in federal court seeking damages against the directors in connection with Merrill Lynch's business transaction with Enron Corporation.
•Lead counsel representing Pfizer, Inc., Pharmacia Corp., and individual defendants (former officers of Pharmacia, including the former chief executive officer) in a federal securities law class action asserting fraud claims in connection with the defendants' disclosures concerning the gastro-intestinal effects of the drug Celebrex.
•Lead counsel representing the general partner of various Lipper hedge funds in connection with dissolution proceedings brought by the general partner seeking court approval of the plan of distribution of the funds' assets. Lead counsel representing the general partner in putative class actions brought in federal district court and in New York state court by investors in the Lipper funds. Also acted as counsel for the general partner in connection with investigations by the U.S. Attorney and the U.S. Securities and Exchange Commission.
•Cadwalader Recognized in Chambers USA 2015 May 19, 2015
•Protecting Against Insider Trading: Expert Networks and Best Practices for Fostering Compliance and Reducing Legal Risks Dec 16, 2010
•Cadwalader Recognized in Chambers USA 2015 May 19, 2015
Clients & Friends Memos
•Expert Networks and Insider-Trading Probes: Best Practices in Fostering Compliance and Reducing Legal Risks Dec 21, 2010
Co-authored by Jonathan Hoff, Public Companies is designed to aid directors, officers and general counsel of public companies and those intending to go public on how to operate a responsible public company, offering a comprehensive examination of corpo