Jay B. Kasner
Head of Securities Litigation Practice; Securities, Corporate Defense and Complex Business Dispute Litigation
Jay B. Kasner leads Skadden’s securities litigation practice, which has been described for the second consecutive time as one of only two “securities litigation powerhouses” in the United States (“Litigation Outlook 2013,” BTI, Sept. 2012). 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 three lawyers listed as “star individual” for New York securities litigation in Chambers USA, he represents both financial institutions and a diverse group of public companies and directors and officers in their most crucial securities matters.
Mr. Kasner is responsible for a number of 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 20 cases since November 2011. In 2011, he also successfully defended Bank of America and Merrill Lynch against two double-derivative actions, securing a decision that set new standards for such claims and, in 2012, he secured the affirmance of the dismissal when a U.S. Court of Appeals for the Second Circuit panel rejected the plaintiffs’ claims that the Bank of America board was incapable of deciding impartially whether to bring the claims and improperly refused to pursue them.
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). 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.
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.
During the past few years, Mr. Kasner has advised numerous other clients in class action and other litigation stemming from the credit crisis. He represented Deloitte & Touche USA LLP in class action litigation arising out of subprime-related issues at American Home Mortgage and Canadian Imperial Bank of Commerce in the dismissal of a putative class action suit brought by Plumbers & Steamfitters Local 773 Pension Fund. He also handled multiple litigations on behalf of Merrill Lynch, Bank of America, UBS and The Royal Bank of Scotland. In addition, he has counseled scores of underwriters of securities issued by financial institutions, including Bank of America, Citigroup Inc., Deutsche Bank AG and Barclays plc, 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 adequately to disclose its exposure to subprime and other residential mortgage-backed securities.
Mr. Kasner also defends public companies and directors and officers in actions arising under federal and state securities and corporate laws. Among others, he has advised Abercrombie & Fitch, Anadarko Petroleum Corporation, Anheuser-Busch, The Coca-Cola Company, Computer Sciences Corporation, News Corporation, Pfizer Inc., Research in Motion Limited (now known as Blackberry Limited) and Sprint Nextel Corporation. Most recently, Mr. Kasner secured the dismissal with prejudice of derivative and shareholder putative class actions against Kid Brands, Inc. as a nominal defendant and certain of its officers and directors arising from customs violations committed at a company subsidiary.
Additionally, he has represented numerous financial institutions, including JPMorgan Chase & Co., Morgan Stanley, Citigroup Global Markets, Credit Suisse, CIBC World Markets, RBC Capital Markets and UBS, in litigations pending in state and federal courts and in arbitration proceedings. Recently, he represented UBS in successfully obtaining an interlocutory appeal to the U.S. Court of Appeals for the Second Circuit in connection with a suit brought against UBS (and 16 other banks) by the Federal Housing Finance Agency seeking to recover billions of dollars in alleged losses by Fannie Mae and Freddie Mac from investments in mortgage-backed securities. Mr. Kasner also achieved a complete victory on behalf of Student Loan Corporation 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.
In deal-related litigation, he 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 Anheuser-Busch; 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; SunTrust Banks, Inc.; Stena AB; 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 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, in recognition of his achievements in the legal community and for his “leadership, scholarship and dedication to the betterment of humanity.”
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)