Cleary Gottlieb Steen & Hamilton (New York)

Roger A. Cooper

Cleary Gottlieb Steen & Hamilton (New York)
Lawyer (Partner)

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.)

Linked authors

Cleary Gottlieb Steen & Hamilton (Hong Kong)
Cleary Gottlieb Steen & Hamilton (London)
Cleary Gottlieb Steen & Hamilton (Washington)
Cleary Gottlieb Steen & Hamilton (Brussels)
Cleary Gottlieb Steen & Hamilton (New York)

Articles

301 Bulletin

James E. Langston, John A. Kupiec, Roger A. Cooper, Mark E. McDonald, Pascale Bibi The US State of Delaware Chancery Court authorizes class-action claims of breach of fiduciary duty to proceed against a SPAC’s controlling shareholder and directors (Churchill Capital Corp. III / MultiPlan)

299

In one of the first opinions addressing fiduciary duty claims in the context of a transaction involving a special purpose acquisition company (“SPAC”), the Delaware Court of Chancery determined that the SPAC shareholders’ right to redeem can be undermined by insufficient disclosures regarding the (...)

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