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 “terrific strategist, with a vast knowledge of his field of expertise,” “very talented,” “really spectacular,” “excellent and smart attorney,” who is “very detail-oriented and conscientious,” and “really understands the facts and the case law in securities matters and we can rely on his judgment and assessments.” He is “client oriented,” demonstrates “great judgment,” “has great advice as to strategy and potential settlements,” is “a very, very thoughtful guy,” and “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,” and “extremely professional and creative in their work, flexible in their implementation and cooperation.” 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 strong record of significant victories for his clients. He recently secured a complete victory in a billion-dollar case related to the termination of credit default swaps on behalf of Assured Guaranty after a five-week bench trial. He also recently won dismissal of a securities class action brought against International Flavors & Fragrances in connection with its acquisition of Israeli company Frutarom and secured affirmance on appeal to the Second Circuit in a significant decision addressing standing to bring securities claims. And he won a rare summary judgment victory in a securities class action on behalf of his client Allergan. Other victories include affirmance by the appellate court of key summary judgment rulings 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), appraisal litigation, and post-closing merger litigation on behalf of Genting (Malaysia) in connection with its acquisition of Empire Resorts.

Companies rely on Roger to resolve complex cases with creative advice and advocacy. He has a particularly strong record of success representing foreign issuers in U.S. courts and handling matters with complex cross-border or international dimensions. His 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; successfully secured dismissals in matters against foreign defendants DBS Satellite Services (YES) (Israel) and Sky Solar (China); and represented Whirlpool in merger-related litigation arising out of its sale of a Brazilian company.

Major clients include Applied Materials, Assured Guaranty, Atlantic Power, Bank of America, BNP Paribas, Citibank, Dun & Bradstreet, Baker Hughes, Google, Kindred Healthcare, Lowe’s, T-Mobile, The Raine Group, Open Text, Ryanair, Tech Data, and Temasek.

Roger’s substantial body of published work reflects his status as a thought leader in the field. He is the editor of the Law Review Series volume Mergers and Acquisitions Litigation Review, co-editor “Class Actions” in Lexology: Getting the Deal Through, and Co-Chair for the Cambridge Forum on Securities Litigation (2019-2022). 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. He is invited to speak on these topics regularly.

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; 2021-current), 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 is currently a member of the board and audit committee of the New York Legal Aid Society.

Roger joined the firm in 2003 and became a partner in 2011.

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Notable Experience

  • 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.

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Selected Activities

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  • 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

Publications

“Supreme Court Rejects Private Cause of Action for “Pure Omissions” Under Section 10(b),” Cleary Gottlieb Alert Memo, (April 30, 2024) co-authored with Victor L. Hou, Jared Gerber, and Roman Gierok

“Delaware Courts Beef Up Caremark Claims Involving Corporate Misconduct While Leaving Hot-Button Political and ESG Issues to the Boardroom,” Cleary Gottlieb Selected Issues for Boards of Directors in 2024, (January 17, 2024) co-authored with Mark E. McDonald and Andrew Khanarian

“Global Trends in Climate-Related Litigation,” Corporate Disputes, (December 2023) co-authored with Charity E. Lee and Hannah Colter

“At a Glance: Class Action Formation in USA,” Lexology (October 31, 2023) co-authored with Lina Bensman

The Mergers and Acquisitions Litigation Review, 4th Edition, (editor and co-author of the U.S. chapter), October 2023

“Investor Standing to Bring Securities Fraud Claims: the Impact of the Second Circuit’s Frutarom Decision,” Westlaw Today, (August 14, 2024) co-authored with Isabella Riishojgaard

“Bringing an End to “Derivative” Section 14(a) Claims – Without Waiting for the Supreme Court to Weigh In,” Cleary M&A and Corporate Governance Watch blog, (August 7, 2023) co-authored with Mark McDonald

“U.S. Supreme Court Rejects Due Process Challenge to Statute Requiring Out-of-State Corporations to Submit to General Personal Jurisdiction,” Cleary Gottlieb Alert Memo, (July 5, 2023) co-authored with Carmine D. Boccuzzi Jr., Abena Mainoo, Boaz S. Morag, William E. Baldwin, Nowell D. Bamberger, Rathna Ramamurthi, and Jennifer Kennedy Park

“Supreme Court Adopts Strict Section 11 Tracing Requirement in Slack’s Direct Listing,” Cleary Gottlieb Alert Memo, (June 5, 2023) co-authored with David Lopez, Jeffrey D. Karpf, Adam Fleisher, Jared Gerber, Leslie N. Silverman, and Sabrina Singer

The Mergers and Acquisitions Litigation Review, 3rd Edition, (editor and co-author of the U.S. chapter), October 2022

“Ninth Circuit Denies Class Cert Appeal in Toshiba Securities Litigation Concerning Unsponsored ADRs,” Cleary M&A and Corporate Governance Watch blog (May 12, 2022) co-authored with Jared Gerber and Kayla Rooney

“2021 Developments in Securities and M&A Litigation,” Cleary Gottlieb Alert Memo, (January 18, 2022) co-authored with Joon H. Kim, Matthew C. Solomon, Victor L. Hou, Lisa Vicens, Jared Gerber, Rishi N. Zutshi, Nowell D. Bamberger, Abena Mainoo, Rahul Mukhi, Lina Bensman, Mark E. McDonald, Alexander Janghorbani, Anthony M. Shults, Avion A. Tai and Chelsea Hanlock

The Mergers and Acquisitions Review, 15th Edition, (co-author of “M&A Litigation in the United States” chapter with Mark E. McDonald and Pascale Bibi), January 14, 2022

“Delaware Chancery Court Allows SPAC Merger Challenge to Proceed,” Cleary Gottlieb Alert Memo, (January 5, 2022) co-authored with John A. Kupiec, Mark E. McDonald, Pascale Bibi, and James E. Langston

Lexology Getting the Deal Through: Class Actions 2022, (editor and co-author of the U.S. chapter with Lina Bensman and Allison Kim), December 9, 2021

The Mergers and Acquisitions Litigation Review, 2nd Edition, (editor and co-author of the U.S. chapter), December 3, 2021

“Delaware Court Orders Up Prevention Doctrine to Require Reluctant Buyer to Close,” Cleary Gottlieb Alert Memo, (March 12, 2021) co-authored with Matthew P. Salerno, James E. Langston, Mark E. McDonald and Pascale Bibi

“Courts Should Clarify Contours of NY Gov’t Transparency Law,” Law360, (May 5, 2021), co-authored with Ye Eun (Charlotte) Chun

“Delaware Court Enjoins Poison Pill Adopted in Response to COVID-19-Related Market Disruption,” Cleary Gottlieb Alert Memo, (March 2, 2021) co-authored with James E. Langston, Kyle A. Harris, Mark E. McDonald and Pascale Bibi

“Second Circuit Provides Guidance on Identifying ‘Predominantly Foreign’ Transactions That Are Outside the Scope of the Federal Securities Laws,” Cleary Gottlieb Alert Memo, (February 2, 2021) co-authored with Victor L. Hou, Jared Gerber and Douglas A. Gretz

The Mergers & Acquisitions Review, 14th Edition, United States chapter, co-authored with Mark McDonald and Pascale Bibi

“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, and 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; a href=“https://corpgov.law.harvard.edu/2020/06/22/aiding-and-abetting-claims-against-board-advisors-and-buyer/” target=“_blank” rel=“noopener noreferrer”>republished by theHarvard 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, and 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)

“Corwin’s Nuance,” Harvard Law School Forum on Corporate Governance and Financial Regulation (December 2018) co-authored with Meredith Kotler, Mark McDonald, and April Collaku

“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

Events