Jared Gerber’s practice focuses on complex commercial litigation, with a particular emphasis on securities litigation and other actions filed by shareholders. 

He has been widely recognized as a leading lawyer and a rising star in the area of securities litigation. He also has extensive appellate experience.

Jared has frequently litigated securities claims under the Exchange Act, the Securities Act, the Investment Advisors Act, the Williams Act, state blue sky laws, and the common law in both federal and state courts, and at both the trial and appellate levels. He has obtained a number of groundbreaking and novel victories in securities matters, including multiple decisions from the Supreme Court on statute of limitation issues, a first-of-its-kind decision from the Second Circuit decertifying a class action based on extraterritoriality considerations, and numerous decisions from district courts granting summary judgment, denying class certification, and granting motions to dismiss in securities actions. He also regularly represents corporations, financial advisors, officers, and directors in M&A, shareholder derivative, and general commercial litigation.

Jared joined the firm in 2007 and became a partner in 2016.

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Notable Experiences

Securities and M&A Litigation

  • Allergan and several of its officers in obtaining a rare grant of summary judgment on multiple grounds in a securities class action concerning alleged misstatements concerning the safety of its breast implants, as well as an earlier denial of a class certification motion

  • The CEO of Bed Bath in obtaining the dismissal of a putative securities class action arising out of meme stock trading

  • Petrobras in an historic securities fraud class action and dozens of related individual actions, including obtaining significant dismissal decisions concerning the extraterritoriality of the securities laws and securing favorable settlements of the remaining claims

  • Vale in litigation filed by the SEC concerning a dam collapse in Brazil

  • Compass Minerals in a securities class action concerning technological improvements at the world’s largest salt mine

  • Directors and officers of Proterra, an electric bus manufacturer, in a securities class action concerning the company’s liquidity and growth strategy

  • Ryanair and its CEO in obtaining the dismissal in significant part of a securities class action concerning its labor relations and the denial of leave to file an amended complaint

  • Synchrony Financial and several of its officers and directors in obtaining the dismissal in significant part of a securities class action concerning its underwriting standards and relationships with key partners

  • Juul Labs in the favorable settlement of securities and shareholder derivative litigation concerning Altria’s investment in the company

  • Polychain in multiple securities class actions concerning digital assets, including obtaining the dismissal of all claims asserted against it in a putative class action alleging that a cryptocurrency offering was an unregistered security

  • Two Sigma Securities in a putative class action alleging Robinhood breached its duty of best execution to customers

  • The Special Committee of Loral Communications in expedited litigation concerning a proposed merger transaction

  • trivago in obtaining the dismissal with prejudice of a securities class action related to the company’s disclosures concerning its search algorithm

  • Sky Solar and several of its officers and directors in obtaining the dismissal with prejudice of a securities class action related to alleged unauthorized transactions entered into by former CEO

  • OPKO Health, Inc. in obtaining the favorable settlement of a number of securities class actions, shareholder derivative actions, and related Israeli class actions concerning an alleged pump-and-dump scheme

  • Numerous companies and financial advisors in litigation and threatened litigation arising out of proposed and completed merger transactions

  • Barclays in securing the dismissal of an action filed in New York State Court by an investor in collateralized debt obligations

  • Countrywide Financial in obtaining the dismissal of three securities actions brought by hedge funds that purchased securities issued before the financial crisis

  • Bank of America and Merrill Lynch in numerous securities actions filed across the country in connection with the issuance and underwriting of mortgage-backed securities

  • Atlantic Power Corporation in obtaining the dismissal of all claims asserted in a securities fraud class action filed in the District of Massachusetts

  • The underwriters of Bankrate securities in obtaining a favorable settlement of a putative class action concerning allegedly inflated earnings

  • Amici, including SIFMA, the Chamber of Commerce, the Society for Corporate Governance, the Bank Policy Institute and former SEC commissioners, in numerous cases on appeal before the U.S. Supreme Court and the Second, Third and Ninth Circuits, as well as in district courts, concerning securities law issues, including omission liability under Section 10(b), statutes of repose, class-action tolling, class-action standing, the scope of liability for Rule 144A offerings, whether syndicated loans are securities, and the fraud-on-the-market doctrine

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General Commercial Litigation

  • Polychain in obtaining the dismissal of a RICO conspiracy class action filed following a third-party hack of digital assets

  • Lowe’s in litigation arising out of a lease dispute concerning a potential store in Queens, New York

  • Robert Bosch GmbH and Robert Bosch LLC in multidistrict diesel emissions litigation involving a number of other vehicle manufacturers

  • The UAW in obtaining a favorable settlement of claims in the bankruptcy of The Budd Company, Inc.

  • Union Carbide Employee Pension Plan in an ERISA action against MetLife in Michigan federal court

  • BNP Paribas in a lawsuit in New York Supreme Court concerning a derivatives trading fraud perpetrated by European and Caribbean co-conspirators

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Appellate Litigation

  • Petitioners 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 to the Securities Act’s statute of repose, which affirmed the absolute nature of statutes of repose for securities issuers and underwriters, as well as corporate officers and directors, and provided defendants with greater certainty about the scope of potential opt-outs from securities class actions

  • Petrobras in securing a first-of-its-kind decision from the Second Circuit vacating the certification of a securities class action for failure to consider whether individualized questions concerning the extraterritorial application of the federal securities laws predominated over common issues 

  • trivago in successfully arguing before the Second Circuit for the affirmance of the dismissal with prejudice of a securities class action concerning the company’s search algorithm

  • Petrobras in successfully arguing before the Second Circuit for the affirmance of the approval of the class action settlement over class member objections concerning intra-class conflicts

  • Allergan in successfully arguing before the Second Circuit for the affirmance of the grant of summary judgment in a securities class action concerning the safety of the company’s breast implants

  • ING in successfully arguing before the Second Circuit for the affirmance of the dismissal of Securities Act claims brought on behalf of investors in three separate offerings of securities

  • Amici, including SIFMA, the Chamber of Commerce, the Society for Corporate Governance, and former SEC commissioners, in numerous cases on appeal before the U.S. Supreme Court and the Second, Third and Ninth Circuits, concerning securities law issues, including omission liability under Section 10(b), statutes of repose, class-action tolling, class-action standing, and the fraud-on-the-market doctrine

  • The petitioner in Gabelli v. SEC before the United States Supreme Court, establishing that the general federal statute of limitations applicable to governmental civil penalty claims did not incorporate a discovery rule

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Selected Activities

  • Member, Securities Litigation Committee, Federal Bar Council
  • Member, Securities Litigation Committee, New York City Bar Association

  • Member, Editorial Advisory Board, Law360, 2019

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, Roger A. Cooper, and Roman Gierok.

“The Need for a Modernized Response to Financial Product Regulation,” Butterworths Journal of International Banking and Financial Law, (December 2023) co-authored with David Lopez, Duane McLaughlin, Edward F. Greene, Emily Arndt, Sabrina Singer, and Brandon Welcome.  

“Second Circuit Affirms Syndicated Loans Are Not Securities, Avoiding Market Disruption,” Cleary Gottlieb Alert Memo, (September 21, 2023) co-authored with David Lopez, Carmine D. Boccuzzi Jr., Jeffrey D. Karpf, Margaret (Meme) S. Peponis, Duane McLaughlin, Hugh C. Conroy Jr., Sabrina Singer, Anirudh Sivaram, and Allison Caramico.

“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, Roger A. Cooper, Leslie N. Silverman, and Sabrina Singer. 

“Second Circuit Decision Limits the Ability to Prosecute Instances of Trading on Confidential Government Information,” Cleary Enforcement Watch blog, (January 26, 2023) co-authored with Leslie N. Silverman, Victor L. Hou, Robin M. Bergen, Adam Fleisher, Tom Bednar, and Michael Cinnamon; 2023

“Potential Litigation Risks Associated with the SEC’s Proposed Rule on Climate-Related Disclosures,” Cleary Gottlieb Alert Memo, (September 14, 2022) co-authored with Nicolas Grabar, Charity E. Lee and Laura Harder

“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

“Another Twist in the Toshiba Securities Litigation: Denial of Class Certification Concerning Unsponsored ADRs,” Cleary Gottlieb Alert Memo, (January 21, 2022) co-authored with Roger A. Cooper and Andrew Khanarian

“Hot Topic: Securities Fraud Litigation,” Corporate Disputes (January-March 2022)

“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, Roger A. Cooper, Lisa Vicens, 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

“DOJ Indicts Founder of Nikola for Allegedly Defrauding Retail SPAC Investors,” Cleary Enforcement Watch blog, (July 30, 2021) co-authored with Jon Kolodner, Rahul Mukhi and JD Colavecchio 

“SEC Brings SPAC Enforcement Action and Signals More to Come,” Cleary Enforcement Watch blog, (July 16, 2021) co-authored with Adam Brenneman, Nick Grabar, Rahul Mukhi, JD Colavecchio and Julian Cardona 

“Justices Must Weigh Class Certification Denial Stats in Goldman Case,” Law360, (May 18, 2021) co-authored with Allison Kim 

“Zoom Damages Ruling Benefits Securities Defendants,” Law360, (April 23, 2021) co-authored with Eduardo Amorim 

“Acting Director of SEC’s Corp Fin Issues Statement on Disclosure Risks Arising from De-SPAC Transactions,” Harvard Law School Forum on Corporate Governance, (April 22, 2021) co-authored with Adam Brenneman and Rahul Mukhi

“Three Years After ‘CalPERS’: Still No Flood of Opt-Outs,” Law360, (February 1, 2021) co-authored with Victor Hou and Douglas Gretz

“Second Circuit Provides Guidance on Identifying ‘Predominantly Foreign’ Transactions That Are Outside the Scope of the Federal Securities Laws,” Cleary Gottlieb Alert Memo, (February 1, 2021) co-authored with Victor Hou, Roger Cooper, and Douglas Gretz; republished by Law360 (February 22, 2021)

“2020 Developments in Securities and M&A Litigation,” Cleary Gottlieb Alert Memo, (January 19, 2021)

“Class & Collective Action Group Newsletter,” Cleary Gottlieb Alert Memo, (November 13, 2020) co-authored with Stephen Houck, Allison Kim, and Michael Schulman

“SDNY Denies Securities Fraud TRO and Upholds Ecuador’s Use of Collective Action Clauses in Sovereign Debt Restructuring,” Cleary Gottlieb Alert Memo, (November 5, 2020) co-authored with Andrés de la Cruz, Juan Giráldez, Carmine Boccuzzi, and Manuel Silva

Commercial Litigation in New York State Courts, Fifth Edition,Thomson Reuters and the New York County Lawyers’ Association, (October 30, 2020) co-authored with Roger Cooper, Victor Hou, and Jeffrey Rosenthal

“SPAC Sponsors Beware: The Rising Threat of Securities Liability,” Cleary Gottlieb Alert Memo, (October 21, 2020) co-authored with Nicolas Grabar and Adam Brenneman

“Cleary Gottlieb Discusses Why Second Circuit Should Abandon ‘Core Operations’ Doctrine,” The Columbia Law School’s Blog on Corporations and the Capital Markets, (October 13, 2020)

“Foreign Securities Class Actions 10 Years After Morrison,” Law360, (September 25, 2020) co-authored with Roger Cooper, Andrew Bernstein, Sebastian Sperber, and David Gottlieb

“SDNY Decision Shows the PSLRA’s Protections Remain Strong for Chinese Issuers,” Law360, (May 18, 2021) co-authored with Roger Cooper, Nicolas Grabar, Jeffrey Karpf, and Shuang Zhao

“Second Circuit Reaffirms Stringent Standard for Pleading Corporate Scienter in Securities Fraud Class Actions,” Cleary Gottlieb Alert Memo, (June 30, 2020) co-authored with Victor Hou and Roger Cooper

“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, (June 5, 2020) co-authored with Roger Cooper

“SDNY Holds Syndicated Loans Are Not Securities, Rejecting Challenge That Threatened to Disrupt $2 Trillion Market During COVID-19 Crisis,” Cleary Gottlieb Alert Memo, (May 26, 2020) co-authored with David Lopez, Carmine Boccuzzi, Jeffrey Karpf, Meme Peponis, and Duane McLaughlin; republished by Law360 (June 8, 2020)

“Slack’s Direct Listing - Court Allows Securities Act Claims Without Requiring Tracing,” Cleary Gottlieb Alert Memo, (April 30, 2020) co-authored with Nicolas Grabar, David Lopez, Leslie Silverman; republished by Law360 (May 5, 2020)

“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 Roger Cooper and Lina Bensman

“Delaware Supreme Court Green Lights Federal-Forum Charter Provisions,” Cleary Gottlieb Alert Memo, (March 20, 2020) co-authored with Roger Cooper, Mark McDonald and Leslie Silverman

“2019 Developments in Securities and M&A Litigation,” Cleary Gottlieb Alert Memo (March 3, 2020) co-authored with Roger Cooper and Mark McDonald; 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 Roger Cooper, Jared Gerber, Leslie Silverman

“Class & Collective Action Newsletter,” Cleary Gottlieb Alert Memo, (January 23, 2020) co-authored with Jessica Roll and Allison Kim

“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 Boccuzzi and Roger Cooper

“Delaware Chancery Court Opinion Raises New Considerations for Special Litigation Committees,” Cleary Gottlieb Alert Memo, (December 13, 2019) co-authored with Roger Cooper, Victor Hou, Rahul Mukhi, and Rishi Zutshi

“Class & Collective Action Newsletter,” Cleary Gottlieb Alert Memo, (December 6, 2019) co-authored with Stephen Houck and Allison Kim

“Class & Collective Action Newsletter,” Cleary Gottlieb Alert Memo, (November 12, 2019) co-authored with Ariel Fox, Michael Schulman, and Zach Tschida

“Third Circuit Holds That SLUSA Preclusion of State Law Claims in Opt-Out Action Requires Actual Coordination With Class Action,” Cleary Gottlieb Alert Memo, (September 19, 2019) co-authored with Victor Hou and Roger Cooper

“2019 Mid-Year Developments in Securities and M&A Litigation,” Cleary Gottlieb Alert Memo, (August 14, 2019) co-authored with Roger Cooper

“Hot Topic: Securities Litigation,” Corporate Disputes, (April-June 2019)

“2018 Developments in Securities and M&A Litigation,” Cleary Gottlieb Alert Memo, (March 13, 2019)

“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, Roger Cooper, Breon Peace, and Matthew Slater

“Delaware Court of Chancery Holds That Charter Provisions Requiring Plaintiffs to Litigate Section 11 Claims in Federal Court Are Invalid,” Cleary Gottlieb Alert Memo, (January 17, 2019) co-authored with Roger Cooper and Leslie Silverman

“Ninth Circuit Addresses When Courts May Consider Materials Outside the Complaint in Motions,” Cleary Gottlieb Alert Memo, (August 28, 2018)

“Circuit Split on Morrison Application,” Harvard Law School Forum on Corporate Governance and Financial Regulation, (August 12, 2018) co-authored with Leslie Silverman, Roger Cooper, and Adam Fleisher

“9th Circ. Exposes Foreign Issuers to New Liability,” Law360, (July 31, 2018) co-authored with Leslie Silverman, Roger Cooper, and Adam Fleisher

“Ninth Circuit Addresses Requirements for Pleading Section 10(b) Claims Concerning Unsponsored ADRs,” Cleary Gottlieb Alert Memo, (July 16, 2018) co-authored with Joon Kim, Adam Fleisher, Roger Cooper, and Leslie Silverman

“SCOTUS: American Pipe Tolling Doesn’t Apply to Successive Class Actions,” Cleary Gottlieb Alert Memo, (June 14, 2018) co-authored with Roger Cooper and Matthew Slater

“CLOUD Act Establishes Framework To Access Overseas Stored Electronic Communications,” Cleary Gottlieb Alert Memo, (April 4, 2018) co-authored with Jonathan Blackman and Nowell Bamberger

“U.S. Supreme Court Holds That Securities Act Class Actions May Be Brought in State Court,” Cleary Gottlieb Alert Memo, (March 27, 2018) co-authored with Roger Cooper and Abena Mainoo

“Accessing Servers Abroad: The Global Comity and Data Privacy Implications of United States v. Microsoft,” Cleary Gottlieb Alert Memo, (January 4, 2018) co-authored with Jonathan Blackman, Nowell Bamberger, and Kylie Huff

“Second Circuit Further Addresses Defendants’ Burden in Rebutting Basic Presumption,” Cleary Gottlieb Alert Memo, (January 22, 2018) co-authored with Abena Mainoo

“2017 Developments in Securities and M&A Litigation,” Cleary Gottlieb Alert Memo, (January 3, 2018) co-authored with Abena Mainoo

“Supreme Court to Consider Whether Subsequent Class Actions May Benefit from American Pipe Tolling,” Cleary Gottlieb Alert Memo, (December 11, 2017) co-authored with Roger Cooper and Abena Mainoo

“Supreme Court Argument Preview: November 27-28,” Cleary Gottlieb Alert Memo, (November 17, 2017) co-authored with Arminda Bepko

“2017 Securities and M&A Litigation Mid-Year Review,” Cleary Gottlieb Alert Memo, (August 7, 2017) co-authored with Roger Cooper and Abena Mainoo

“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) co-authored with Roger Cooper

“Cleary Gottlieb Wins Supreme Court Ruling That Securities Act’s Statute of Repose Is Not Subject to Class-Action Tolling,” Cleary Gottlieb Alert Memo, (June 30, 2017) co-authored with Victor Hou

“Second Circuit Affirms That Statutes of Repose Are Not Subject to Class Action Tolling in Opt-Out Actions,” Cleary Gottlieb Alert Memo, (July 13, 2016) co-authored with Victor Hou, Roger Cooper, and Armine Sanamyan

Events