Jay B. Kasner
Head of Securities Litigation Practice; Securities, Corporate Defense and Complex Business Dispute Litigation
Jay B. Kasner leads Skadden’s national securities litigation practice, which has been recognized for the fourth consecutive time as a member of the “Fearsome Foursome” — the four elite law firm litigation practices — and named as one of only three “powerhouses” for Securities and Finance Litigation in a survey of corporate counsel conducted by BTI Consulting and published in 2014. Mr. Kasner is widely recognized as one of the country’s top litigators handling securities, corporate and takeover litigation, and general commercial matters. Ranked in the top tier for nationwide securities litigation and one of only two lawyers listed as a “star individual” for New York securities litigation in Chambers USA, he represents both financial institutions and a diverse group of public companies and their directors and officers in their most crucial securities matters. He also was profiled in an article in The American Lawyer, which named the firm as a finalist for “Litigation Department of the Year” (January 2014).
Mr. Kasner defends public companies, directors and officers in actions arising under federal and state securities and corporate laws. Among others, he has advised or is currently advising Abercrombie & Fitch, Anadarko Petroleum Corporation, Anheuser-Busch, The Coca-Cola Company, Computer Sciences Corporation, News Corporation (now known as 21st Century Fox), Pfizer Inc., Research in Motion Limited (now known as BlackBerry Limited) and Sprint Nextel Corporation. Recently, Mr. Kasner represented Pfizer and its chief executive officer in securing a complete dismissal of a shareholder derivative suit arising out of its settlements with the government concerning alleged FCPA violations. He also recently secured victories in separate shareholder class and derivative actions brought against children’s furniture manufacturer Kid Brands, Inc. and certain of its officers and directors alleging violations of the Securities Exchange Act in connection with customs compliance violations by the company’s subsidiaries.
Mr. Kasner’s victories in securities cases include a unanimous U.S. Supreme Court decision in the first case in which the court addressed the provisions of the Securities Litigation Uniform Standards Act of 1998 (Merrill Lynch v. Dabit, 2006). In 2013, Mr. Kasner obtained a grant of certiorari from the U.S. Supreme Court on behalf of UBS Financial Services Incorporated of Puerto Rico and UBS Trust Company of Puerto Rico. UBS sought certiorari to resolve a circuit court split over the standard of review for appeals of dismissals pursuant to Rule 23.1 of the Federal Rules of Civil Procedure. He also represented Merrill Lynch in one of Law360’s “Securities Cases of the Decade” (Jan. 20, 2010), Lentell v. Merrill Lynch & Co. Inc., in which the U.S. Court of Appeals for the Second Circuit adopted a standard for pleading noncausation that has been cited hundreds of times. In addition, he 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. Mr. Kasner is responsible for a number of other precedent-setting securities cases. He won for Merrill Lynch & Co. Inc. the first class action appeal arising from the auction rate securities market collapse, despite an SEC brief calling for the decision’s reversal — a move that could have exposed a wide range of financial institutions to liability. The decision has been cited in more than 160 cases since November 2011. He also successfully defended Bank of America and Merrill Lynch against two double-derivative actions, securing a decision at both the district and circuit court levels that set new standards for such claims.
During the past few years, Mr. Kasner has advised numerous clients in class action and other litigation stemming from the credit crisis, including Merrill Lynch, Bank of America, UBS, The Royal Bank of Scotland, Barclays plc, BNP Paribas, Canadian Imperial Bank of Commerce and Deloitte & Touche USA LLP. In addition, he has counseled scores of underwriters of securities issued by financial institutions, including Bank of America, Citigroup Inc., Deutsche Bank AG, Barclays plc and Santander Consumer USA Holdings Inc. in litigation relating to such issues. For example, in August 2012, he secured a dismissal with prejudice on behalf of the underwriting syndicate of billions of dollars of Deutsche Bank Securities in a federal securities class action alleging that Deutsche Bank failed to adequately disclose its exposure to subprime and other residential mortgage-backed securities. Mr. Kasner also achieved a complete victory on behalf of Student Loan Corporation (SLC) and its former officers, as well as Citigroup Inc. and Discover Financial Services, in securing the dismissal with prejudice of a shareholder class action alleging SLC failed to maintain adequate loan loss reserves and issued false and misleading financial disclosures. Recently, he represented Bank of America and certain of its current and former directors in the dismissal of a shareholder derivative action for alleged breaches of fiduciary duty related to purportedly improper residential mortgage-backed securitization practices and alleged manipulation of LIBOR. In addition, Mr. Kasner is advising a number of clients in connection with litigation arising from the decline of energy prices, including Seadrill Limited and Vivint Solar, Inc., as well as the underwriters in class action litigation for Cobalt International Energy, Inc. and Petróleo Brasileiro S.A. (Petrobras), among others.
In transactional-related litigation, 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. He also has handled litigation arising from corporate control contests, which traditionally require expedited litigation, including for Anheuser-Busch; Auxilium Pharmaceuticals, Inc.; Becton, Dickinson & Company; Birmingham Steel Corporation; Burger King Holdings, Inc.; Chandler Insurance Company, Ltd.; Dynamics Corporation of America; Grupo Mexico S.A.B. de C.V.; North Fork Bancorporation; Stena AB; SunTrust Banks, Inc.; and United Rentals, Inc.
Mr. Kasner was profiled as a 2012 “MVP of the Year: Class Action” and as a 2011 “MVP of the Year: Securities” by Law360, and he received the Business Trial Lawyer Award for Excellence from Chambers (2008). For the past several years, he repeatedly has been named a leading securities litigation lawyer by The Best Lawyers in America, Legal 500 U.S., Law360, Lawdragon and The International Who’s Who of Business Lawyers.
In 2014, he received the Judge Simon G. Rifkind Award presented by the Jewish Theological Seminary in recognition for his demonstrated commitment to the letter of the law and for distinguished public service. Additionally, in 2010, he received the 40th Anniversary George A. Katz Torch of Learning Award from the American Friends of The Hebrew University Lawyers’ Division, Greater New York Region.
J.D., Boston University, 1980 (cum laude; Editor, Boston University Law Review; Author, "Minimizing Minimization: Scott v. United States," Boston University Law Review)
B.A., Union College, 1977 (magna cum laude)
Member, New York City Bar Committee on Securities Litigation (2007-present)
Co-Chair, Practising Law Institute Securities Litigation Conference (1996-2004)