This is just one of the topics at the 2010 ExecuSummit.
Corporate Governance /
Derivative Litigation/Investigations
Jay B. Kasner
Partner
Skadden, Arps, Slate, Meagher & Flom LLP
Mr. Kasner has represented Merrill Lynch & Co. Inc. in its successful defense of more than 150 shareholder actions relating to the content of certain analyst reports. In one such case in 2006, Merrill Lynch v. Dabit, Mr. Kasner persuaded the U.S. Supreme Court that the Securities Litigation Uniform Standards Act (SLUSA) preempts private securities class actions brought under state law by individuals who assert claims as “holders” of securities and who do not allege that they purchased or sold securities during the period in question. (See U.S. Supreme Court Decision in Merrill Lynch v. Dabit.) In addition, he recently won summary judgment in favor of Merrill Lynch in what has been termed a “landmark” case addressing the rights of parties to credit default swap agreements. He also represented Merrill Lynch in another significant securities law decision (Lentell v. Merrill Lynch & Co. Inc.), in which the U.S. Court of Appeals for the Second Circuit adopted a standard for pleading non-causation that has been cited hundreds of times. This case recently was chosen as one of the “Securities Cases of the Decade” by Law360 (Jan. 20, 2010).
Currently, Mr. Kasner is advising clients in class action and other litigation stemming from the subprime lending crisis. For example, he represented or is representing Merrill Lynch & Co. Inc. and Bank of America in securities, derivative and ERISA-related litigation; Deloitte & Touche USA LLP in class action litigation arising out of subprime-related issues at American Home Mortgage; more than 50 underwriters of more than 40 offerings of Citigroup securities in securities class action litigation; the underwriters of multiple offerings of securities of Deutsche Bank AG and Barclays plc.; and the former CEO of Bear, Stearns & Co. Inc. in litigation relating to such issues. Recently, Mr. Kasner successfully represented Canadian Imperial Bank of Commerce in the dismissal of a putative class action suit brought by Plumbers & Steamfitters Local 773 Pension Fund alleging that CIBC and its officers misled investors about CIBC’s exposure to CDOs backed by subprime residential mortgages.
Mr. Kasner also has vast experience representing public companies in their defense of actions arising under federal and state securities and corporate laws. Among others, he has advised Abercrombie & Fitch, AMERIGROUP Corporation, Anadarko Petroleum Corporation, Anheuser-Busch, The Coca-Cola Company, ORBCOMM Inc., Schick Technologies, Sprint Nextel Corporation, Tower Semiconductor and Washington Mutual. Additionally, Mr. Kasner has represented numerous financial institutions, including JPMorgan Chase & Co., Morgan Stanley, Citigroup Global Markets, Credit Suisse, CIBC World Markets and RBC Capital Markets, as well as accounting firm Deloitte & Touche LLP, in litigations pending in state and federal courts and in arbitration proceedings. He also represented the underwriters of more than $15 billion of WorldCom, Inc. debt securities in bondholder actions throughout the United States. Mr. Kasner also has lectured frequently on directors’ and officers’ liability issues.
Among other matters, Mr. Kasner has advised HDS Investment Holding, Inc., a company formed by Bain Capital, Carlyle Group and Clayton Dubilier, in a post-closing purchase price dispute and related litigation against The Home Depot, Inc.; Cigna Corporation in connection with certain post-closing disputes with ACE Limited; GlaxoSmithKline in a breach of contract action against Bayer AG; U.S. Airways Group, Inc. in litigation against British Airways plc and American Airlines; E.I. du Pont de Nemours and Company in connection with certain disputes relating to DuPont’s divestiture of Conoco, Inc.; and New York Life Insurance Company in connection with certain post-closing disputes with Aetna, Inc.
Mr. Kasner also has handled litigation arising from corporate control contests, which traditionally require expedited litigation. Among others, Mr. Kasner has represented SunTrust Banks, Inc.; North Fork Bancorporation; United Rentals, Inc.; Dynamics Corporation of America; Birmingham Steel Corporation; Chandler Insurance Company, Ltd.; and Stena AB in such cases.
Mr. Kasner was honored at the 40th Anniversary George A. Katz Torch of Learning Award Luncheon presented by the American Friends of The Hebrew University Lawyers’ Division, Greater New York Region. Mr. Kasner received the award for being “a distinguished member of the legal community” and for his “leadership, scholarship and dedication to the betterment of humanity.”
Click Here to Request The D&O-2010 Agenda
