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. He 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. Mr. Rosen 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, Centerline Holdings, Goldman Sachs, 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 Bank.

Mr. Rosen 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. He represented a Korean company in a suit involving complex total return swap transactions in foreign currencies.

Mr. Rosen 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 Aspen Law and Business.

Mr. Rosen 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.

Mr. Rosen is listed (for the seventh consecutive year) in the 2011 edition of Chambers USA: America’s Leading Business Lawyers, as well as in the 2012 edition of The Best Lawyers in America (for the eighth consecutive year). He is “Highly Recommended” in New York for both Dispute Resolution and Securities Litigation by PLC Which Lawyer? Yearbook 2007-2011 and has been selected by Lawdragon as one of the 500 leading litigators in America. He is listed in the 2007-2011 editions of The Legal 500, the 2007-2011 editions of New York Super Lawyers, The New York Area’s Best Lawyers: 2007-2011 editions, the 2007 edition of Who’s Who in American Law, and the 2007-2011 Benchmark: Litigation guide, both in the New York and National Securities sections.

Mr. Rosen 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.” He was also singled out as one of the members of The 2004 BTI Client Service All-Star Team: Investment Banks and Their Law Firms, an elite group of 14 lawyers that delivered the best client service specifically to the financial services industry. Mr. Rosen was one of the recipients of the first annual Burton Awards for Legal Achievement for the quality of his legal writing, conveyed in July 2000 at the National Press Club in Washington.

In addition to serving as the principal author of two comprehensive studies of secondary and supervisory liability under the Commodities Exchange Act for the Committee on Futures Regulation of the Association of the Bar of the City of New York, Mr. Rosen was also the primary draftsman of a 1998 study of forward-looking disclosure practices under the safe harbor of the Private Securities Litigation Reform Act for the Committee on Securities Regulation of the same bar association.

Mr. Rosen served on the faculty of the 29th, 30th, 31st and 32nd Annual Institutes on Securities Regulation, sponsored by the Practising Law Institute, from 1997 to 2000. He 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. He is currently a member of the Committee on Securities Litigation of the Association of the Bar of the City of New York.

Among significant published opinions in his cases are the following: In re Morgan Stanley Information Fund Securities Litigation, 592 F.3d 347 (2d Cir., 2010); Ibarzabal v. Morgan Stanley DW, Inc., 2009 WL 1688796 (2d Cir., Jun. 17, 2009); Vladimir v. Bioenvision, Inc., 2009 WL 857552 (S.D.N.Y. Mar. 31, 2009); In re Citigroup Inc. Shareholder Derivative Litigation, 964 A. 2d 106 (Del. Ch. Feb. 24, 2009); In re Centerline Holding Co. Securities Litigation, 2009 U.S. Dist. LEXIS 1977 (S.D.N.Y. Jan. 12, 2009), aff’d No. 09-3744-cv, 2010 WL 2303312 (2d Cir. June 9, 2010) and CCH Fed. Sec. L. Rep. Paragraph 95,309 (S.D.N.Y. Aug. 4, 2009); In re Refco Capital Markets, Ltd. Brokerage Customer Securities Litigation, 2008 WL 4056159 (S.D.N.Y. Aug. 28, 2008); Graden v. Conexant, 574 F. Supp. 2d 456 (D.N.J. 2008); Clemens Trust v. Morgan Stanley DW, Inc., 2007 U.S. App. LEXIS 10111 (6th Cir. 2007); Witriol v. Conexant Systems, Inc. et al., 2006 WL 3511155 (D.N.J. Dec. 4, 2006); In re TECO Energy, Inc. Securities Litigation, 2006 WL 2884960 (M.D. Fla. Oct. 10, 2006); Amron v. Morgan Stanley Investment Advisors, Inc., 2006 WL 2734306 (2d Cir. Sept. 26, 2006); In re TECO Energy, Inc. Securities Litigation, 2006 WL 845161 (M.D. Fla. March 30, 2006); Albert Fadem Trust v. Citigroup, Inc., 2006 WL 276611 (2d Cir. Feb. 6, 2006); In re Morgan Stanley and Van Kampen Mutual Fund Securities Litigation, 2006 WL 1008138 (S.D.N.Y. April 18, 2006); Benzon v. Morgan Stanley Distributors, Inc., 420 F. 3d 598 (6th Cir. 2005); Rowinski v. Salomon Smith Barney Inc., 398 F. 3d 294 (3d Cir. 2005); In re Citigroup Inc., 300 F. Supp. 367 (S.D.N.Y. 2004); In re Salomon Analyst Winstar Litigation, 2005 WL 23301 (S.D.N.Y. Jan. 5, 2005); In re Salomon Analyst Level 3 Litigation, 2004 WL 2757397 (S.D.N.Y. Dec. 2, 2004); In re Salomon Analyst AT&T Litigation, 2004 WL 2757398 (S.D.N.Y. Dec. 2, 2004); Politzer v. Salomon Smith Barney, Inc., 2004 WL 2677680 (9th Cir. Nov. 24, 2004); In re WorldCom, Inc. Securities Litigation, 336 F. Supp. 2d 310 (S.D.N.Y. 2004); In re WorldCom, Inc. Securities Litigation, 2004 WL 1435356 (S.D.N.Y. June 28, 2004); In re WorldCom, Inc. Securities Litigation, 2004 WL 2591402 (S.D.N.Y. Nov. 12, 2004); Taubenfeld v. Hotels.com, (N.D. Texas Sept. 27, 2004); In re WorldCom, Inc. Securities Litigation, 2004 U.S. Dist. LEXIS 11696, *1 (S.D.N.Y June 29, 2004); Phillips v. Morgan Stanley Dean Witter High Income Advantage Trust III, CCH Fed. Sec. L. Rep. 92, 205 (S.D.N.Y. 2002); Korsinsky v. Salomon Smith Barney Inc., 2002 WL 27775 (S.D.N.Y. 2002); In re Dean Witter Managed Futures Limited Partnership Litigation, 282 A.D. 2d 271, 724 N.Y.S. 2d 149 (1st Dep't 2001); Levy v. Alliance Capital Management L.P., 1998 U.S. Dist. LEXIS 16749 (S.D.N.Y. 1998), aff'd (2d Cir. 1999); Strougo v. Bassini, 2000 U.S. Dist. LEXIS 12924 (S.D.N.Y. 2000); The Julien Company v. Rollins Cotton Company, 146 F.3d 420 (6th Cir. 1998); Castillo v. Dean Witter Discover & Co., 1998 U.S. Dist. LEXIS 9489 (S.D.N.Y. 1998); Dean Witter Partnership Litigation, 1998 Del. Ch. LEXIS 133 (Del. Ch. Ct. 1998, aff'd Del. S. Ct. 1998); Fustok v. ContiCommodity Services, Inc., 873 F.2d 38 (2d Cir. 1989); Korwek v. Hunt, 827 F.2d 874 (2d Cir. 1987); Gau Shan Co. v. Bankers Trust Co., 956 F.2d 1349 (6th Cir. 1992); Bellevue South Assocs. v. HRH Construction Corp., 78 N.Y.2d 282 (N.Y. Ct. App. 1991); Continental Grain Co. v. Meridien Int'l Bank, Ltd., 894 F.Supp. 654 (S.D.N.Y. 1995); Waltuch v. ContiCommodity Services, Inc., 833 F.Supp. 302 (S.D.N.Y. 1993), aff'd in part, 88 F.3d 87 (2d Cir. 1996).

Professional Activities

Securities Litigation

• Panelist, "Insider Trading Liability Risks in the Consulting Industry and How to Mitigate Them", AON Consulting Industry Symposium, New York City, June 14, 2011.
• Panelist, “Securities Class Actions,” Cross Border Litigation Forum, Langdon Hall, Cambridge, Ontario, Canada (March 1-3, 2010).
• Panelist, "Expert Testimony Regarding Loss Causation and Damages After Dura Pharmaceuticals v. Broudo," program sponsored by Association of the Bar of the City of New York (May 20, 2009).
• Chairperson, "Quantifying Securities Class Action Damages," Panel Discussion sponsored by Alix Partners, New York City (February 2008).
• Panelist, "Attorney/Client Privilege in the Context of Investment Company Regulatory Inspections, Investigations & Enforcement Proceedings" and "D&O/E&O Insurance/Civil Litigation Update," at program on "Hot Topics For Investment Companies – Legal, Ethical & Business Issues," New York City Bar (June 2007).
• Panelist, "The Challenges of Electronic Discovery," Securities Industry and Financial Markets Association, Law and Compliance Division, in Phoenix (March 2007) and in Orlando (March 2008).
• Panelist, "Dura: Are the Courts Getting it Right?" Institutional Investor Educational Foundation’s Annual Conference on Global Shareholder Activism (December 2006).
• Chairperson, "Settlement Strategies," Legal IQ’s Securities Litigation Conference (November 2006).
• Panelist, "Conflicts of Interest and Ethical Issues," Securities Industry Association Compliance and Legal Division’s Fall Compliance Seminar (November 2006 and November 2007).
• Panelist, "Current Legal and Ethical Issues Facing Investment Companies and Their Counsel," program sponsored by the Association of the Bar of the City of New York (June 2006).
• Panelist, "Pleading and Proving Loss Causation in Securities Class Actions Post Dura Pharmaceuticals," program sponsored by Section of Litigation of American Bar Association (December 13, 2005).
• Panelist, American Bar Association Annual Meeting, program on securities litigation developments, Chicago (August 2005).
• Panelist, "Major Liabilities," Securities Industry Association Law and Compliance Division Annual Meeting (March 2002, April 2003 and April 2004).
• Panelist, "Litigation Implications of Sarbanes-Oxley," American Bar Association, Annual Meeting of Litigation Section, Houston (April 2003).
• Panelist, "Sarbanes-Oxley Act: Impact on Civil Litigation under the Federal Securities Laws," Conference at Fordham Law School sponsored by ALI/ABA (December 2002).
• Faculty Member, 29th, 30th, 31st and 32nd Annual Institute on Securities Regulation, sponsored by Practising Law Institute, New York (November 1997-2000).
• Faculty Member, "Introduction to the Deal: What's Involved Once Your Company Goes Public?" Association of the Bar of the City of New York (January 2001).
• Panelist on "Updates in Corporate and Securities Law," speaking on Selected Issues Under the Private Securities Litigation Reform Act, Association of the Bar of the City of New York (May 2000).
• Member and Chairman of Litigation Subcommittee, Committee on Securities Regulation, Association of the Bar of the City of New York (1995-1998).
• Chairman, "Corporate Disclosure after the Private Securities Litigation Reform Act," Conference, Chicago (May 1996).
• Panelist, "Securities Litigation Reform: How Will This Affect Investors and Public Companies Alike?" sponsored by New York University Law Review Alumni Association Annual Symposium (May 1996).
• Lecturer, "The Private Securities Litigation Reform Act of 1995: A User’s Guide," sponsored by Association of the Bar of the City of New York (May 1996).
• Lecturer, American Conference Institute Program on Securities Litigation and Enforcement (June 1996, May 1995, May 1994 and June 1993).
• Panelist, "New Developments in Securities Litigation," International Bar Association, Section on Business Law, Paris (September 1995).

Directors' and Officers' Liability

• Moderator, “Directors’ and Officers’ Liability: Risks and Exposure,” at IQPC’s 2nd Securities Litigation Conference, New York (May 2007).
• Chair, "Legal Ethics and Personal Liability of Corporate Counsel," sponsored by the Director's Roundtable, New York (September 2003).
• Panelist, "Protecting Yourself and Your Company from Potential Liability Pitfalls," at conference on "Communicating with Investors, Analysts and the Media," New York (March 2000).
• Lecturer, Canadian Institute Program on Directors' and Officers' Liability, Toronto (September 1996 and April 1993).
• Lecturer, American Conference of Investment Counsel Annual Meeting (October 1993).

Civil Litigation Generally

• Panelist, "Settling Cases: Confidentiality, Contribution & Indemnity, Ethics, Insurance, Releases," sponsored by the Federal Bar Council (April 2002).
• Faculty Member, American Law Institute/American Bar Association Continuing Legal Education Course on Civil Practice and Litigation in Federal and State Courts (1990-present).
• Moderator of two panel discussions videotaped for CLE T.V., sponsored by the American Law Institute, on the new discovery rules (Winter 1994) and summary judgment (Spring 1994).
• Appointed by Chief Judge Brieant of U.S. District Court for the Southern District of New York as Mediator pursuant to Court’s Civil Justice Expense and Delay Reduction Plan (1993-present).

Futures and Derivatives

• Member, Board of Editors, Futures and Derivatives Law Report.
• Chair of panel on Civil Litigation, Financial Services Convergence Institute, sponsored by Chicago-Kent College of Law and Glasser Legal Works, New York (October 2001).
• Panel Chair, International Symposium on Derivatives and Risk Management 2001, Fordham University School of Law (March 2001).
• Member and Chair of Litigation Subcommittee, Committee on Futures Regulation, Association of the Bar of the City of New York (1999-2001).
• Faculty Member, conference on "Canada-U.S. Securities Regulation," speaking on U.S. securities and derivatives litigation, Toronto (July 1999).
• Panelist, "Internal Investigations," Futures Industry Association, Law and Compliance Division Annual Workshop, Baltimore, Maryland (May 1995).
• Panelist, "Enforcement Issues," Chicago/Kent Annual Commodities Law Institute (November 1994).
• Member, Committee on Futures Regulation of the Association of the Bar of the City of New York (1986-89 and 1991-94) and Chairman, Litigation Subcommittee (1991-94).
• Panelist, "Enforcement/Litigation Update" Program, American Bar Association, Section of Business Law, Committee on Futures Regulation, Annual Meeting (February 1994).

Publications

Securities Litigation

• "The Statutory Safe Harbor for Forward-Looking Statements: A Scorecard in the Courts From November 2004 Through November 2006," 39 Securities Regulation & Law Report 2 (January 15, 2007).
• "Pleading and Proving Loss Causation After Dura Pharmaceuticals: What's Happening in the Lower Courts?" 37 Securities Regulation & Law Report 2043 (December 12, 2005) and 4 Corporate Accountability Report 60 (January 20, 2006).
• "The Safe Harbor for Forward-Looking Statements in the Courts, May 2003 - October 2004: Does Asher Change the Rules?" 36 Securities Regulation & Law Report 2135 (December 6, 2004).
• "A Defendant's Guide to Loss Causation," 18 Insights 2 (February 2004).
• "The Statutory Safe Harbor for Forward-Looking Statements: A Scorecard in the Courts From January 2002 Through April 2003," 35 Securities Regulation & Law Report 24 (June 16, 2003).
• "A Litigator's Perspective on Sarbanes-Oxley: An Assessment of Some Key Issues," 35 Securities Regulation & Law Report 4 (January 27, 2003).
• "Litigation Implications of the CEO and CFO Certification Requirements of the Sarbanes-Oxley Act," 17 Insights 1 (January 2003).
• "Liability for Optimistic Research Reports Prepared by Securities Analysts," 16 Insights 9 (April 2002).
• "Safe Harbor for Forward-Looking Statements in the Courts: A Year 2001 Scorecard," 34 BNA Securities Regulation & Law Report 3 (January 2002). Reprinted in 70 United States Law Week 2443 (January 29, 2002).
• "The Statutory Safe Harbor for Forward-Looking Statements in the Courts: A Year 2000 Scorecard," published in course materials for 32nd Annual Institute on Securities Regulation, sponsored by Practicing Law Institute (November 2000).
• "The Statutory Safe Harbor for Forward-Looking Statements in the Courts: A Scorecard," Securities Regulation Law Journal (Winter 2000).
• "U.S. Securities Litigation in a Time of Legislative Change," 18 International Financial Law Review 19 (October 1999).
• "Does New York's Consumer Fraud Act Apply to the Sale of Securities?" New York Law Journal (June 17, 1999).
• "The Statutory Safe Harbor for Forward-Looking Statements: Has It Changed the Law? Has It Achieved What Congress Intended?" 76 Washington University Law Quarterly 645 (1998).
• "Clinton Signs Bill Pre-empting Securities Suits," National Law Journal (November 16, 1998).
• Principal author of report by Securities Regulation Committee of Association of the Bar of the City of New York, "Forward-Looking Statements and Cautionary Language After the 1995 Private Securities Litigation Reform Act: A Study of Current Practices," 53 The Record of the Association of the Bar of the City of New York 723 (1998).
• "The Private Securities Litigation Reform Act of 1995: A User's Guide," 24 Securities Regulation Law Journal 143 (Summer 1996).
• "Liability for Soft Information - New Developments and Emerging Trends," 23 Securities Regulation Law Journal 3 (Spring 1995).

Directors' and Officers' Liability

• "The Changing Responsibilities of Corporate Officers and Directors in the United States," 5 World Securities Law Report 33 (September 1999).
• "Corporate Governance in the 1990s. Part One: New Standards, New Risks," 21 Director’s Monthly 5 (May 1997).
• "Corporate Governance in the 1990s. Part Two: Institutionalizing Policies and Procedures to Minimize Risk," 21 Director's Monthly 5 (June 1997).
• "Permissible Scope of Indemnification of Corporate Officers and Directors Under Delaware Law," 10 Insights 21 (November 1996) and Directorship (January 1997).
• "Indemnification of Officers and Directors Under Delaware Law," 4 Corporate Legal Times 43 (June 1994).

Civil Litigation Generally

• General Editor, Settlement Agreements in Commercial Disputes: Negotiating, Drafting and Enforcement (Aspen Law and Business, 2000-2011).
• Member of Board of Editors of Sixth, Seventh and Eighth Editions of Resource Materials, Civil Practice and Litigation in Federal and State Courts, published by American Law Institute/American Bar Association (1996-98) (3 volumes). Author of articles on "New Developments in Protective Orders: State Legislation and Procedural Rules;" "Drafting and Responding to Written Discovery Under the New Federal Policies;" "New Developments and Trends in Summary Judgment Practice;" "Drafting Settlement Agreements;" and "Special Problems in Drafting Class Action Settlement Agreements."
• "Confidentiality Agreements Become Increasingly Elusive," National Law Journal (July 20, 1998).
• "Special Problems in Drafting Class Action Settlement Agreements," 8 The Practical Litigator 69 (January 1997).
• "New Developments in Summary Judgment Practice," The Practical Litigator (two-part article) (January and March, 1995).
• "New Developments in Summary Judgment Practice," New York Law Journal (July 1, 1993).
• "Making Discovery Tools Work," 3 The Practical Litigator 51 (November 1992).
• "Exchange of Information Among Competitors," CMJ Manual on Government Regulation (with J. Greenfield) (1987).

Futures and Derivatives

• "The Kwiatkowski Decision: Implications for the Nature and Scope of Duties of Brokers and FCM's to their Customers," 22 Futures & Derivatives Law Report 10 (December 2002).
• "The Scope and Nature of Common Law Duties of Financial Institutions to Customers and Counterparties: A Brief Survey of the Leading Cases," 21 Futures and Derivatives Law Report 8 (November 2001).
• Chaired subcommittee that prepared "Secondary and Supervisory Liability Under the Commodity Exchange Act: An Update," 56 The Record of the Association of the Bar of the City of New York 239 (Spring 2001).
• Principal author of report by Futures Regulation Committee of Association of the Bar of the City of New York, "Secondary and Supervisory Liability Under the Commodity Exchange Act: A Field Guide" 49 The Record of the Association of the Bar of the City of New York 51 (1994).