Jason H. Wilson defends securities and shareholder litigation, including class actions brought under federal securities law and derivative suits, as well as claims challenging mergers and acquisitions. Jason also handles complex commercial disputes and gave the opening, and conducted direct and cross examinations in a federal jury trial that resulted in a multimillion dollar favorable verdict. Jason has successfully argued motions to dismiss claims and discovery motions in numerous arbitrations and represented clients in government investigations, including making presentations to the government.
Jason focuses his practice on both securities and shareholder litigation and complex commercial cases. He has worked on teams that have won numerous motions to dismiss of both putative federal securities class actions and derivative case and defeated challenges to mergers and acquisitions. Jason has responded to countless shareholder demands for inspection of books and records under Delaware law or board investigations. Jason has also represented companies, executives and related individuals in US Securities and Exchange Commission (SEC) investigations into insider trading, conflicts of interest and accounting issues.
In addition, Jason works on the defense of consumer class actions, antitrust, bankruptcy, environmental litigation, government investigations related to the False Claims Act, Anti-Kickback Act and Foreign Corrupt Practices Act, and numerous contract disputes and business torts.
Jason has participated in trials and fact hearings in federal and state courts, conducted the direct and cross examination of key witnesses in a federal jury trial of a multimillion dollar business dispute. He has made multiple presentations to government agencies in connection with large-scale internal investigations in which he has participated. Jason has experience representing clients before arbitration panels and mediators and has successfully argued motions to dismiss claims and motions relating to discovery disputes in those matters.
Jason is also committed to pro bono work. He is currently assisting in filing an asylum application and obtained the dismissal of a breach of contract claim against Project HOME, a Philadelphia-based nonprofit that offers housing programs and services to homeless individuals.
Prior to joining Morgan Lewis, Jason spent three years in the litigation department of a large New York law firm.
Previously, he served as a law clerk to Judge William H. Walls of the US District Court for the District of New Jersey.
In Feuer v. Merck & Co. (N.J. 2019) The New Jersey Supreme Court interpreted for the first time the scope of the New Jersey Books and Records Act, holding that the statute did not provide shareholders the broad scope of access sought by the plaintiff in anticipation of a possible derivative action. We had previously obtained dismissal of the shareholder’s complaint in the Chancery Division and then obtained a favorable published opinion from the New Jersey Appellate Division.
In Retail Wholesale & Department Store Union Local 338 Retirement Fund v. Hewlett-Packard Co. (9th Cir. 2017), the Ninth Circuit affirmed the district court’s dismissal of securities fraud claims based on the company’s ethics code and statements relating to it, ruling that there had been no affirmative misrepresentation because the statements were not objectively verifiable, that any alleged misrepresentation was not material and that there was no duty to disclose any supposedly omitted facts “[b]ecause the affirmative statements did not create the impression of full compliance.” News coverage of this opinion is linked to this bio.
In Doshi and City of Livonia Emps. Ret. Sys. v. General Cable Corp. (6th Cir. 2016), the Sixth Circuit Court of Appeals affirmed the district court’s dismissal of a putative class action alleging violations of the federal securities laws based on two restatements, finding that plaintiff had not adequately pled scienter.
In Plumbers and Pipefitters Local Union 719 Pension Fund v. Zimmer Holdings, Inc. (7th Cir. 2012), the Seventh Circuit Court of Appeals affirmed the district court’s dismissal of a putative class action case alleging violations of the federal securities laws based on a purported product flaw and FDA Form 483 observations.
In Verition Partners Master Fund Ltd. and Verition Multi-Strategy Master Fund Ltd. v. Aruba Networks, Inc., (Del Ch. 2018), the Delaware Chancery Court ruled in favor of Aruba Networks, Inc. in an appraisal case, following a 2016 trial and post-trial briefing, including a motion for reargument. This victory was widely report in Law360, the Financial Times, and The Deal. Coverage of the case is linked to this bio.
Winning a $6.4 million jury verdict and judgment in Delaware federal court in 2013 for a venture capital company that sold its interest in a number of related companies and then faced an indemnity/escrow claim from the purchaser.
In 2013, he helped prepare our client to testify at trial, and assisted in developing overall strategy as well as cross-examination outlines in the representation of a prisoner in a federal jury trial of a Section 1983 claim.
Recent Denial of Injuction
In Ehrlich v. Arconic Inc. (C.C.P. Phila. Cty. 2017), Jason served as co-counsel and in five days filed a motion to reconsider an order granting sweeping expedited discovery (which was granted), an opposition to an emergency motion for preliminary injunction and preliminary objections to the complaint. After a hearing on the emergency preliminary injunction motion, the court denied the request to issue a preliminary injunction that challenged the board’s actions during a proxy fight. The court found that plaintiff failed to prove either irreparable harm or that greater injury would result from refusing the injunction than granting it. The preliminary objections are pending.
Motions To Dismiss Granted By Trial Courts And Not Appealed
In Hussey v. Ruckus Wireless, Inc. (N.D. Cal. 2017), the district court granted with leave to amend a motion to dismiss Section 14 claims finding that plaintiff had abandoned its Section 14(d)(7) claims and failed to state a Section 14(e) claim because scienter is required and was not pled, nor was falsity adequately pled.
In Cockle v. Coustas (Marshall Islands 2013), the High Court of the Republic of the Marshall Islands granted the motion to dismiss the derivative suit based on claims relating to payment of management fees and terms of a private financing.
In Zucker v. Andreessen (Del. Ch. 2012), the Delaware Court of Chancery granted the motion to dismiss derivative claims, based on the severance package awarded to the company’s former CEO.
In Saginaw Police & Fire Pension Fund v. Hewlett-Packard Company (N.D. Cal. 2012), the district court granted the motion to dismiss derivative claims based on the board’s alleged failure to prevent FCA and FCPA violations. Plaintiff appealed to the Ninth Circuit but dismissed its appeal days before oral argument was scheduled.
In Gammel v. Hewlett-Packard Company (C.D. Cal. 2012), the district court granted the motion to dismiss a putative securities fraud class action based on the company’s announcement that it was discontinuing development of an operating system and associated products. In 2013, the district court granted in part the motion to dismiss a further amended complaint, cutting the putative class period to a few weeks running from June to August 2011. The case later settled.
In In re GPC Biotech AG Sec. Litig. (S.D.N.Y. 2009), the district court granted a motion to dismiss a putative class action alleging violations of the federal securities laws based on the FDA’s decision not to approve a NDA.
Class Certification Denied by Trial Court
In In re YRC Corp. Sec. Litig. (D. Kan. 2016), a putative class action alleging violations of the federal securities laws, the district court denied plaintiffs’ motion for class certification on adequacy grounds, ruling that both the proposed class representative and counsel were not adequate. Plaintiffs voluntarily dismissed the case.
Columbia Law School, 2004, J.D.
Williams College, 1999, B.A.
U.S. District Court for the Eastern District of Pennsylvania
U.S. District Court for the District of New Jersey
U.S. District Courts for the Southern and Eastern Districts of New York
Awards and Affiliations
Member, Law Firm of the Year, Securities Regulation, US News/Best Lawyers – Best Law Firms (2019)