A partner in the Litigation Department and co-chair of the Securities Litigation and Enforcement group, Richard A. Rosen has extensive experience in civil litigation in the state and federal courts in the fields of securities, directors’ and officers’ liability, mergers and acquisitions, derivatives, banking, commodity futures and other complex business disputes.
Richard has frequently represented public companies and
underwriting syndicates in securities fraud class action
litigations, as well as both issuers and investment banking firms
in a wide variety of other securities matters. He has also defended
many class actions involving open and closed-end funds and limited
partnerships. Richard also often appears on behalf of directors and
officers in derivative suits alleging breaches of fiduciary duty
and as counsel for Special Litigation Committees.
Representative clients for which he has handled significant
litigations are: Morgan Stanley,
Citigroup, JP Morgan Chase,
Goldman Sachs, UBS,
Thomas H. Lee Partners, Van Kampen
Investments, Fuqi International,
Teco Energy, Warner Chilcott,
Ltd., Hotels.com, Continental
Grain Company and Carnival Corporation.
He has filed amicus curiae briefs in both the United States Supreme
Court and the United States Court of Appeals for the Second Circuit
on behalf of the Securities Industry Association in cases raising
issues of particular concern to the securities industry.
He has frequently represented major money center banks, as well as
other financial institutions and major bank customers, in a wide
variety of litigation matters and potential litigation, ranging
from borrower bankruptcies and workouts to lender liability
actions, age discrimination claims, letter of credit disputes and
other commercial controversies. Representative clients for which he
has handled significant matters include Citibank,
Chase Manhattan Bank, N.A.,
DEPFA Bank, Mitsubishi Bank,
Bank One, Korea First Bank,
Bankers Trust Company and Marine Midland
Richard has also been defense counsel in the two most significant
commodity futures manipulation class actions of recent decades: the
silver market cases and the copper market cases.
Richard's recent experience includes:
- Defense of a major financial services firm in
obtaining dismissal of a suit by investors in several CDOs, who
alleged that defendants designed and issued the CDOs, comprised of
residential mortgage-backed securities for their own benefit in
order to profit from the impending collapse of the subprime
mortgage market and failed to disclose the improper role of a
CDO short investor in selecting assets for the CDO.
- Defense of major financial services firm in
10b-5 and 33 Act class actions filed by its own shareholders and
note holders based on losses in subprime mortgage market.
- Representation of investment adviser in ERISA
litigation claiming that the pension fund assets of the hospital
should not have been invested in mortgage-backed securities.
District court dismissed with prejudice; appeal is pending.
- Defense of investment advisers and
distributors of mutual fund complex in derivative suit
alleging breach of duties and violations of Investment Company Act
and Investment Advisers Act arising out of alleged market timing
and late trading in the funds; motion to dismiss with prejudice
granted; plaintiffs did not appeal.
- Defense of two parallel actions in New York federal court
challenging the independence of directors and the magnitude of
advisory and 12b-1 fees under Section 36(b) of the Investment
Company Act; the court dismissed both complaints with prejudice and
Second Circuit affirmed.
- Representation of all underwriters of over $20 billion
in debt and equity securities of American International
Group sold in 2006-2008; action is pending.
- Defense of principals of real estate limited
partnerships in action for fraud and breach of duty
arising out of purchase of real estate assets that have declined in
value; district court dismissed action with prejudice, and Second
- Representation of an investment advisor and its
officers in derivative suits and special litigation
committee investigations arising out of the decisions by the
trustee of two different mutual fund complexes to redeem auction
rate preferred securities and issue tender option bonds; both
Boards of trustees adopted the Special Litigation Committees
recommendation to decline to pursue actions.
- Defense of a mutual fund sponsor, adviser and
distributor in two Securities Act class actions alleging
that trust investment decisions for technology funds were
influenced by improper considerations; district court dismissed
complaints with prejudice, accepting our argument that there was no
duty to disclose the information at issue. Second Circuit
- Defense of three lead underwriters in a
Section 11 class action arising out of an initial public offering
by a fast food chain; action was settled with no payment by our
- Defense of a syndicate of underwriters in a
class action arising out of an initial public offering of tracking
stock by an international telecommunications company; the
plaintiffs voluntarily dismissed the action against our clients
- Defense of U.S.-listed mainland China jewelry
manufacturer and its officers in SEC investigation and
class action under 33 and 34 Acts arising out of restatements.
- Defense of mortgage insurer, its CEO and CFO,
in securities fraud class action arising out of adverse financial
performance of the company; magistrate judge recently recommended
dismissal of complaint.
- Defense of pharmaceuticals company in
securities class action arising out of its initial public offering;
action was settled, with vast bulk of consideration paid by D&O
- Defense of real estate investment firm and its
senior management in series of 10b-5 class actions arising out of
its decision to sell certain assets and cut its dividend; actions
were dismissed for failure to plead scienter or any duty to
disclose and Second Circuit affirmed.
- Defense of private equity firm that conducted
LBO of a major derivatives dealer, took it public, and shortly
thereafter discovered a major financial fraud at the company. One
major class action was dismissed and Second Circuit affirmed;
balance of actions settled.
- Defense of financial services firm in
securities fraud class action alleging that public filings
concealed risks associated with its banking and securities
businesses; district court dismissed complaint with prejudice and
Second Circuit Court of Appeals affirmed.
Richard has frequently published articles on corporate and
securities law issues. These include articles on the Private
Securities Litigation Reform Act and a series of articles on
liability for soft information and projections. He is the general
editor of the only comprehensive book on the law of settlement
agreements and the settlement process, Settlement Agreements in
Commercial Disputes: Negotiating, Drafting and Enforcement,
published by Wolters Kluwer.
Richard is listed for the ninth consecutive year in the 2013
edition of Chambers USA: America's Leading Business
Lawyers. He is "Highly Recommended" in New York for both
Dispute Resolution and Securities Litigation by PLC Which
Lawyer? Yearbook 2007-2012 and has been selected by
Lawdragon as one of the 500 leading litigators in America.
He is listed in the 2007-2013 editions of The Legal 500,
the 2007-2013 editions of New York Super Lawyers, the
2007-2013 editions of the New York Area's Best Lawyers,
the 2007-2012 editions of Who's Who in American Law, and
the 2007-2014 Benchmark: Litigation guide. Richard was
singled out as the "Litigator of the Week" by The American
Lawyer in February 2009 for his "huge victory for corporate
directors" in obtaining dismissal by the Delaware Chancery Court of
a derivative suit against the directors of Citigroup.
Richard was identified as one of the members of The 2009 and
2006 BTI Client Service All-Star Team for Law Firms, a select
group of attorneys that delivers the best client service to Fortune
1000 clients. In 2009, BTI named him one of four lawyers in the
country on its "Super All Star Team."
Richard was a speaker at the 2002, 2003, 2004, 2007 and 2008
annual meetings of the Law and Compliance Division of the
Securities Industry and Financial Markets Association. He has been
a lecturer for the American Law Institute/American Bar Association,
the American Conference Institute, Institutional Investor, the
Directors Roundtable, The Canadian Institute, the Association of
the Bar of the City of New York, and the American Conference of
Investment Counsel on securities and corporate law issues. He has
served as a panelist on programs sponsored by the Litigation
Section of the American Bar Association, the Section on Business
Law of the International Bar Association, Institutional Investor,
Fordham Law School, the Futures Industry Association, the
Chicago/Kent Commodities Law Institute, the ABA, Legal IQ and
Infonex, a large Canadian conference organization.
Richard was a visiting Professor of Law in May 2013 at the
National University, Odessa Law Academy in Odessa, Ukraine, where
he taught a course on civil litigation in the United States.
While in the Ukraine, Richard also lectured at the International