Roger Cooper leads Cleary’s securities and M&A litigation practice.
He has successfully litigated more than fifty shareholder, class action and derivative actions arising out of securities, M&A, corporate governance, and other commercial disputes.
Roger is internationally recognized as a leader in corporate litigation by ranking publications including The Legal 500, Benchmark Litigation, and Chambers USA. Client testimonials attest to Roger’s reputation as a “very talented,” “excellent and smart attorney.” He is “client oriented,” demonstrates “great judgment,” and is “a pleasure to work with and a terrific litigator.” Roger’s clients value his representation for “professionalism and responsiveness in the highest degree” and rely on his “thoughtful and creative” advice. He leads a team that clients describe as “very responsive and easy to work with.” Clients turn to Roger and his team for “a very international approach and a lot of experience in cross-border matters.” In sum, “They are first-rate in terms of intellectual and legal acumen. They’re first grade in securities.”
Roger has a particularly strong record of success representing foreign issuers in U.S. courts and handling matters with complex cross-border or international dimensions. Roger’s experience is enhanced by his close partnerships with Cleary’s tightly integrated global teams. He was a lead partner representing Petrobras in the largest U.S. securities class action ever brought against a foreign issuer (securing a favorable class action settlement in 2018 that received final approval in 2019), as well as in more than 35 separate opt-out individual actions; lead partner successfully representing the special committee of Synutra (China) in one of the most significant Delaware Supreme Court decisions of 2018; and successfully secured dismissals in matters against foreign defendants DBS Satellite Services (YES) (Israel) and Sky Solar (China).
Companies rely on Roger to resolve complex cases with creative advice and advocacy. Most recently, he secured a rare summary judgment ruling in favor of Merrill Lynch in a complex cross-border fraud claim arising out of its sale of a CDO to an Isle of Jersey investment vehicle structured by a German bank. In another recent matter, he favorably litigated and resolved Delaware section 220 books and records litigation (through trial) and appraisal litigation on behalf of Genting (Malaysia) in connection with its acquisition of Empire Resorts.
Roger has extensive experience and knowledge in defending high-profile securities and M&A class action litigations in U.S. courts. He is currently representing U.S.-based companies International Flavors & Fragrances and Allergan in securities class actions, as well as Citigroup defendants in class action litigation related to ICE LIBOR. Recent matters also include representing Whirlpool in merger-related litigation arising out of its sale of a Brazilian company, and American Express in derivative litigation related to claims against Wells Fargo Bank. Roger represents numerous foreign defendants in ongoing securities class action litigation in U.S. federal and state courts, including Ryanair (Ireland), former executives of BRF (Brazil), Temasek (Singapore) and Citibanamex (Mexico). Other major clients include Assured Guaranty, Atlantic Power, Bank of America, Dun & Bradstreet, Baker Hughes, Google, Kindred Healthcare, Lowe’s, T-Mobile, The Raine Group, Open Text, and Tech Data.
Roger’s substantial body of publication reflects his status as a thought leader in the field. He has been selected editor of the forthcoming Law Review Series volume Mergers and Acquisitions Litigation Review and Co-Chair for the 2019-2020 Cambridge Forum on Securities Litigation. Roger is the co-author of significant treatise chapters including “M&A Litigation” in Mergers & Acquisitions Review, “Derivatives Litigation in Federal Court” in Business and Commercial Litigation in Federal Court, and “Comparison with Commercial Litigation in Delaware Courts” in Commercial Litigation in New York State Courts. His analyses have appeared in numerous legal publications, and he is a frequent contributor to the Harvard Law School Forum on Corporate Governance and the Columbia Law School Blue Sky Blog.
In addition to active litigations, Roger routinely advises boards, company executives, and in-house counsel in connection with deals or other corporate events. Working in close collaboration with Cleary’s corporate and transactional attorneys, Roger ensures his clients are advised of potential litigation risk at every stage.
Roger has substantially contributed to building Cleary’s award-winning Pro Bono practice. As the Chair of the firm’s Pro Bono Committee (2014-2017), the group received national recognition as Law360 Pro Bono Firm of the Year in 2015 and 2016, and as recipient of the 2016 ABA Pro Bono Publico Award. He has led or contributed to ground-breaking litigation for clients including the NAACP, Legal Aid Society, Human Rights First, Asian American Legal Education Defense Fund (ALDEF) and The American Civil Liberties Union (ACLU.)
Roger joined the firm in 2003 and became a partner in 2011.
American Express in federal securities and derivative litigation arising out of claims against Wells Fargo for alleged unauthorized accounts.
Assured Guaranty in a number of derivatives litigations relating to the termination of credit default swap (CDS) contracts, including one in which he is currently defending against a claim brought by Lehman Brothers International (Europe) for more than $1 billion relating to the termination of CDS.
Atlantic Power Corporation in federal securities class action litigation under the Securities Exchange Act of 1934 (In re Atlantic Power Corp. Secs. Litig.), where the Cleary team secured dismissal of the complaint before the district court; that ruling is now on appeal to the First Circuit.
Bank of America Merrill Lynch in ongoing individual securities actions filed across the country in connection with the issuance and underwriting of residential mortgage-backed securities (RMBS) and has secured the dismissal of RMBS complaints in the Southern District of New York (IKB Intern’l v. Bank of America, et al.), and affirmance of that dismissal by the Second Circuit and Tennessee state court (First Community Bank v. First Tennessee Bank, et al.).
CARBO Ceramics in a federal securities class action litigation under the Securities Exchange Act of 1934 in securing dismissal of the complaint (In re Carbo Ceramics Inc. Stock and Options Secs. Litig.).
Citigroup and affiliates in antitrust class action litigation alleging a conspiracy in the sale of Mexican Government Bonds.
DBS Satellite Services (Yes), its CEO and CFO in securities class action litigation related to financial disclosures.
Kindred Healthcare and its board in successfully defeating a preliminary injunction motion in Delaware Chancery Court brought by a shareholder alleging breaches of fiduciary duty.
The board of directors of Kindred Healthcare in shareholder derivative litigation related to its False Claims Act settlement with the DOJ.
Leading investment banks and other financial institutions in securing dismissals of class and institutional investor actions in connection with claims arising out of the underwriting of securities issued by Lehman Brothers and the underwriting of securities issued by Royal Bank of Scotland.
Merrill Lynch in a securities fraud case relating to its sale of notes from a collateralized debt obligation (Loreley Financing v. Merrill Lynch).
Petrobras and other defendants in federal securities class action litigation in what is the largest securities class action ever brought against a non-U.S. issuer (In re Petrobras Securities Litigation).
Petitioner financial institutions in California Public Employees’ Retirement System (CalPERS) v. ANZ Securities Inc. et al., in obtaining a landmark ruling from the U.S. Supreme Court holding that class-action tolling does not apply the Securities Act’s statute of repose.
Sky Solar and certain offcers and directors in securities class action litigation related to its IPO.
Synutra International and a special committee of the board in state and federal shareholder litigation alleging breaches of fiduciary duty related to a taking-private transaction.
- Board Member, The Legal Aid Society
- Member, Committee on Securities Litigation, Association of the Bar of the City of New York
- Board Member, The Fund for Modern Courts
“Caremark Claims on the Rise Fueled by Section 220 Demands,” Selected Issues for Boards of Directors in 2021 (January 11, 2021) co-authored with Mark E. McDonald, Pascale Bibi & Kal Blassberger
The Mergers and Acquisitions Litigation Law Review, 1st Edition, (editor and co-author of the U.S. chapter), January 8, 2021.
“Delaware Supreme Court Clarifies Section 220’s “Proper Purpose” Test,” Cleary M&A and Corporate Governance Watch blog (December 18, 2020) co-authored with Mark E. McDonald, Pascale Bibi & Kal Blassberger
“Fee-Shifting—A Potential New Tool In Stockholders’ Toolbox When Seeking Books And Records,” Cleary M&A and Corporate Governance Watch blog (December 03, 2020) co-authored with Mark E. McDonald, Pascale Bibi & Kal Blassberger
“SDNY Decision Shows the PSLRA’s Protections Remain Strong For Chinese Issuers,” Cleary Gottlieb Alert Memo (June 30, 2020), co-authored with Jared Gerber, Nicolas Grabar, Jeffrey D. Karpf and Shuang Zhao
“Rare Federal Court Decision Casts Doubt On Merger Disclosure Claims, But Will It Change Anything?,” Cleary M&A and Corporate Governance Watch blog (June 25, 2020) co-authored with James E. Langston, and Charity E. Lee
“Knowledge Is Key: Recent Decision Addresses Aiding and Abetting Claims Against Board Advisors And Buyer,” Cleary M&A and Corporate Governance Watch blog (June 8, 2020) co-authored with Paul J. Shim, and Mark E. McDonald; republished by the Harvard Law School Forum on Corporate Governance and Financial Regulation, (June 22, 2020)
“Delaware Supreme Court Green Lights Federal-Forum Charter Provisions,” Cleary M&A and Corporate Governance Watch blog (March 23, 2020) co-authored with Jared Gerber, Mark E. McDonald & Leslie N. Silverman; republished by The Review of Securities & Commodities Regulation.
“Second Circuit Reaffirms Stringent Standard for Pleading Corporate Scienter in Securities Fraud Class Actions,” Cleary Gottlieb Alert Memo (June 5, 2020), co-authored with Victor L. Hou and Jared Gerber
“Recent New York Decision Highlights Challenges Plaintiffs Will Face in Proving Loss Causation for Securities Fraud Cases Brought Following a Crisis,” Cleary Gottlieb Alert Memo (May 29, 2020), co-authored with Jared Gerber, Elsbeth Bennett and Brendan D. Jordan; republished by The Columbia Law School Blue Sky Blog.
“Second Circuit Addresses Price-Maintenance Theory of Securities Fraud and Defendants’ Burden to Rebut Basic Presumption at Class Certification Stage,” Cleary Gottlieb Alert Memo (April 15, 2020), co-authored with Jared Gerber, and Lina Bensman
2019 Developments in Securities and M&A Litigation (with Jared Gerber and Mark McDonald), March 3, 2020, (republished in the Harvard Law School Forum on Corporate Governance and Financial Regulation, March 17, 2020
“The Latest in the Toshiba Securities Litigation: Perils for Foreign Issuers,” Cleary Gottlieb Alert Memo (February 20, 2020), co-authored with Jared Gerber and Les Silverman; republished in The Review of Securities & Commodities Regulation, April 29, 2020
“Second Circuit Affirms Applicability of Section 10(b)’s Heightened Pleading Standard on Wrongdoing Underlying Misstatement or Omission,” Cleary Gottlieb Alert Memo (December 16, 2019) co-authored with Carmine D. Boccuzzi Jr., and Jared Gerber; republished by Columbia Law School Blue Sky Blog, (December 17, 2019)
“Delaware Chancery Court Opinion Raises New Considerations for Special Litigation Committees,” Cleary Gottlieb Alert Memo (December 13, 2019) co-authored with Jared Gerber, Victor Hou, Rahul Mukhi, Rishi Zutshi, and Mark McDonald; republished by the Harvard Law School Forum on Corporate Governance and Financial Regulation
“Cleary Gottlieb Offers 2019 Mid-Year Developments in Securities and M&A Litigation,” Columbia Law School Blue Sky Blog, (August 27, 2019), co-authored with Jared Gerber, Vanessa Richardson, and David Wagner; republished by Columbia Law School Blue Sky Blog (August 27, 2019)
“Appraisal Update: Unaffected Market Price Makes a Comeback,” Cleary M&A and Corporate Governance Watch blog, (July 24, 2019), co-authored with Mark McDonald; republished by the Harvard Law School Forum on Corporate Governance and Financial Regulation, August 6, 2019
“The Rise of Books and Records Demands Under Section 220 of the DGCL,” Cleary M&A and Corporate Governance Watch (April 12, 2019), co-authored with Vanessa C. Richardson and Kimberly Black; republished by the Harvard Law School Forum on Corporate Governance and Financial Regulation (May 2019)
“Delaware Supreme Court Provides Further Guidance on Timing Requirement Under MFW,” Cleary M&A and Corporate Governance Watch blog (April 10, 2019), co-authored with Rishi N. Zutshi, Mark E. McDonald, and Kimberly Black
“Second Circuit Holds General Statements of Regulatory Compliance Cannot Sustain Securities Fraud Claim,” Cleary Gottlieb Alert Memo (March 8, 2019) co-authored with Alexis Collins, Jared Gerber, Breon S. Peace, Matthew D. Slater, and Lisa Vicens; republished by the Harvard Law School Forum on Corporate Governance and Financial Regulation (March 23, 2019); republished by the Corporate Governance Advisor (May 2019)
“Second Corwin Denial Due to Restatement Process,” Harvard Law School Forum on Corporate Governance and Financial Regulation, (December 2018), co-authored with Meredith Kotler, Mark McDonald, and Kal Blassberger; republished by the Harvard Law School Forum on Corporate Governance and Financial Regulation, (December 16, 2018)
“Fourth Circuit and Eighth Circuit Address Injury in Data Breach Cases” Privacy & Security Law Report, (December 2018), co-authored with Miranda Gonzalez
“M&A Litigation,” The Mergers & Acquisitions Review, (October 2018), co-authored with Meredith Kotler and Vanessa Richardson
“Circuit Split on Morrison Application,” Harvard Law School Forum on Corporate Governance and Financial Regulation, (August 12, 2018), co-authored with Jared Gerber, Leslie N. Silverman, Adam Fleisher, and Alex McCown
“9th Circ. Exposes Foreign Issuers to New Liability,” Law360, (July 31, 2018), co-authored with Jared Gerber, Les Silverman, and Adam Fleisher
“Lorenzo v. SEC: Will the Supreme Court Further Curtail Rule 10b-5?” Harvard Law School Forum Corporate Governance and Financial Regulation, (July 30, 2018), co-authored with Matt Solomon and Les Silverman
“Ninth Circuit Addresses Requirements for Pleading Section 10(b) Claims Concerning Unsponsored ADRs,” Cleary Gottlieb Alert Memo (July 26, 2018), co-authored with Joon H. Kim, Meredith Kotler, Adam E. Fleisher, Jared Gerber, and Leslie N. Silverman
“SCOTUS: American Pipe Tolling Doesn’t Apply to Successive Class Actions,” Cleary Gottlieb Alert Memo (June 14, 2018), co-authored with Jared Gerber, Christina Karam, and Matthew D. Slater
“Supreme Court Holds That Securities Act Class Actions May Be Brought In State Court,” Cleary Gottlieb Alert Memo (March 27, 2018), co-authored with Meredith Kotler, Jared Gerber, Abena Mainoo and Gregory N. Wolfe
“Yahoo! Enters Proposed Settlement in Data Breach Securities Class Action,” Cleary Cybersecurity and Privacy Watch blog (March 8, 2018), co-authored with Rahul Mukhi and Kal Blassberger
“M&A Litigation,” Law Review’s The Mergers and Acquisitions Review, 11th edition (October 25, 2017) co-authored with Meredith Kotler and Vanessa Richardson
“Supreme Court to Consider Whether Class Actions Under The Securities Act Of 1933 May Be Brought In State Courts,” Cleary Gottlieb Alert Memo (July 6, 2017)
“Derivatives,” Business and Commercial Litigation in Federal Courts, Fourth Edition (Thomson Reuters and the American Bar Association Section of Litigation) (February 23, 2017), co-authored with Thomas Moloney, Carmine Boccuzzi and Rishi Zutshi
“Rebutting the Presumption of Reliance in Securities Class Actions,” New York Law Journal: Complex Litigation (June 10, 2013), co-authored with Matthew M. Bunda and Anthony M. Shults
Chapter, “Derivatives Litigation,” Business and Commercial Litigation in Federal Courts (ed. Robert L. Haig, 2011), co-authored with Thomas J. Moloney and Carmine D. Boccuzzi
“First Department Limits Securities Fraud Holder Claims,” New York Law Journal Litigation (February 28, 2011), co-authored with Matthew M. Bunda
“The Primacy of Standing in Mortgage-Backed Securities Class Actions,” U.S. Law Week (Vol. 78, No. 42, May 11, 2010), co-authored with Mitchell A. Lowenthal
“Broad Ruling in Enron Bankruptcy Appeal Restores Certainty to ‘Settlement Payment’ Safe Harbor,” Derivatives (Vol. 16, Issue 11, April 12, 2010), co-authored with Avram E. Luft
The Continuing Saga of Westar Energy v. Lake: Advancement of Reasonable Legal Fees in Federal District Court,” White Collar Crime (Vol. 23, Issue 3, Dec. 2008), co-authored with Lewis J. Liman
June 23, 2020
October 27, 2019
April 19, 2019
January 10, 2019
October 11, 2012