Expanded Bio
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Richard A. Rosen


Tel: 212-373-3305
Fax: 212-492-0305

New York
1285 Avenue of the Americas
New York, NY 10019-6064

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.

Richard is listed for the twelfth consecutive year in the 2016 edition of Chambers USA: America's Leading Business Lawyers. Earlier this year, he was awarded "Lawyer of the Year" for Bet-the-Company Litigation by Best Lawyers and recognized as a "New York and National Litigation Star" in General Commercial and Securities Litigation by Benchmark Litigation. 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 2007-2016 editions of The Legal 500, the 2006-2015 editions of New York Super Lawyers, the 2006-2014 editions of the New York Area's Best Lawyers, the 2007-2012 editions of Who's Who in American Law, and the 2007-2015 editions of Benchmark Litigation. 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.

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, Turquoise Hill, 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.

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:

  • Representation of the outside directors of a shipping company in Securities Act class actions arising out of financial restatements and the subsequent bankruptcy of the company; actions were settled with no payment by our clients.
  • Defense of a Canadian mining company and several of its officers arising out of an earnings restatement. The federal district court dismissed the action with prejudice and plaintiffs declined to appeal.
  • Representation of officers of major bank in derivative suit involving robo - signing and other retail mortgage practices; district court dismissed the complaint and Second Circuit affirmed.
  • Defense of major financial services firm in 10b-5 and 33 Act class actions filed by its 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 and Second Circuit affirmed. 
  • 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 and 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 was settled with no payment by our clients.
  • 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 Circuit affirmed.
  • 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 and court rejected challenge to those decisions.
  • 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 unanimously affirmed.
  • 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 clients.
  • 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 without prejudice.
  • 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; court dismissed the complaint with prejudice.
  • 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 insurance.
  • 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. Most recently, Richard was selected among the finest law firm writers of 2016, along with corporate partner Udi Grofman, with a Burton Award for their article, "Political Intelligence and U.S. Insider Trading Regulations," published in Bloomberg BNA's Securities Regulation & Law Report. This is the second time Richard has won a Burton Award.

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 Humanitarian University.

Financial Institutions
Internal Investigations
M&A Litigation
Securities Litigation


J.D., Harvard Law School, 1978

magna cum laude

B.A., Brown University, 1975

magna cum laude; Phi Beta Kappa

Hon. Irving R. Kaufman, U.S. Court of Appeals, 2nd Circuit

Bar Admissions

New York
District of Columbia

Related Resources

Feb 02, 2017 | Publications

Supreme Court Nominee Has Taken Skeptical View of Private Securities Fraud Litigation, Agency Deference

Jan 18, 2017 | Publications

Second Circuit Holds that Trust Indenture Act 316(b) Prohibits Only Non-Consensual Amendments to Core Payment Terms of Bond Indentures

Jan 17, 2017 | Publications

U.S. Supreme Court To Review Ruling That Class Action Tolling Does Not Apply to Statutes of Repose

Jan 17, 2017 | Publications

U.S. Supreme Court to Review Whether Statute of Limitations Applies to SEC Disgorgement Claims

Dec 21, 2016 | News

ISDA Resolves Failure to Pay Credit Event

Dec 07, 2016 | Publications

Supreme Court Reaffirms Dirks, Confirms that a Gift of Information to a Trading Relative or Friend Satisfies Personal Benefit Requirement for Insider Trading

Nov 08, 2016 | Publications

Second Circuit Holds That Parties to Standard Lock-Up Agreements in IPOs Do Not Form a “Group” for Section 13(d) and Section 16(b) Purposes

Oct 13, 2016 | Publications

Delaware Court of Chancery Applies Business Judgment Rule to Going-Private Transaction Based on 'M&F Worldwide'

Oct 07, 2016 | Publications

Delaware M&A Quarterly

Oct 04, 2016 | Publications

Delaware Court of Chancery Dismisses Post-Closing Disclosure Claims for Failure to Show Disloyalty or Bad Faith

Oct 04, 2016 | Publications

What to Look for in Tomorrow’s Supreme Court Argument in Key Insider Trading Case

Sep 30, 2016 | Publications

In 'Vivendi' Appeal, Second Circuit Rejects Challenge to “Price Maintenance” Theory of Price Impact

Sep 23, 2016 | Publications

Second Circuit Holds an Employer’s ERISA-Regulated Benefit Plans Are Not “Affiliates” of the Employer-Sponsor for Class Settlement Purposes; Splits with Seventh Circuit

Sep 01, 2016 | Publications

Delaware Court of Chancery Dismisses Post-Closing Merger Challenge Due to Fully Informed Stockholder Approval

Aug 08, 2016 | News

Silverpeak Prevails in Limited Partnership Litigation

Jul 22, 2016 | Publications

Second Circuit Expands the IndyMac Rule

Jun 28, 2016 | Publications

A Guide to the Supreme Court’s Notable Decisions this Term—and Cases to Watch Next Term

Jun 20, 2016 | Publications

Richard Rosen and Jessica Carey Co-Author Article on PSLRA’s Safe Harbor in Insights

Jun 03, 2016 | Publications

Second Circuit Rules That Constitutional Challenge to Appointment of SEC Administrative Law Judges Must Be Adjudicated During Review of SEC’s Final Order, and Not in a Separate District Court Lawsuit

May 31, 2016 | Publications

Second Circuit Strikes Down Imposition of $1.27 Billion FIRREA Penalty, Holds That Government Failed to Prove Countrywide Acted with Fraudulent Intent

May 31, 2016 | Publications

Eleventh Circuit Applies Five-Year Statute of Limitations to Claims for Disgorgement and Declaratory Relief, Creating a Circuit Split

May 25, 2016 | Publications

The Sixth Circuit, in Agreement with the Second Circuit, Holds That American Pipe Tolling Does Not Apply to Statutes of Repose

May 16, 2016 | Publications

Supreme Court Rejects Federal Jurisdiction Over State Law Claims That Do Not Necessarily Raise Exchange Act Issues

May 10, 2016 | Publications

U.S. District Court in New Jersey Rules That the Two-Year Limitations Period for Suits to Recover Short-Swing Profits Under Section 16(b) of the Securities Exchange Act of 1934 Is a Statute of Repose That Is Not Subject to Tolling

Apr 13, 2016 | Publications

Eighth Circuit Interprets Halliburton II, Holding That Defendants Successfully Rebutted Fraud-on-the-Market Presumption of Reliance by Showing that the Alleged Misstatements Did Not Cause a Stock-Price Increase

Mar 09, 2016 | Publications

Second Circuit Interprets Omnicare Narrowly, Holding That Issuers Need Not Disclose Information Merely Because It Cuts Against Their Opinions or Projection

Jan 26, 2016 | Publications

Delaware Court of Chancery Rejects Another Disclosure-Only Settlement

Dec 09, 2015 | Publications

United States v. Litvak: Second Circuit Overturns Conviction, Holds Defense Is Entitled to Put Forward Expert Evidence on Materiality

Oct 02, 2015 | News

Second Circuit Affirms Dismissal of Derivative Action Against Citigroup’s Board

Oct 05, 2015 | Publications

Supreme Court Declines To Consider Second Circuit’s Landmark Insider Trading Ruling

Oct 01, 2015 | Publications

Southern District of New York Ruling Highlights That Materiality Is a Meaningful Pleading Obstacle in ’33 Act Cases

Sep 17, 2015 | Publications

Southern District of New York Issues Ruling in AIG Securities Litigation That Increases the Hurdles for Opt-Out Plaintiffs

Aug 27, 2015 | Publications

Richard Rosen and David Huntington Co-Author Article on Waivers From Securities Law Disqualifications

Aug 24, 2015 | Publications

Richard Rosen and Udi Grofman Co-Author Bloomberg BNA Article on Political Intelligence and Insider Trading

Feb 09, 2015 | Publications

Rosen and Lamb Co-Author Article on Forum Selection for Bloomberg BNA

Apr 02, 2013 | News

Claims Dismissed Against Morgan Stanley Investment Management

Mar 29, 2013 | News

Citigroup Board Wins Dismissal of Derivative Lawsuit

May 18, 2012 | News

Citigroup Obtains Dismissal of Derivative Complaint

May 03, 2012 | Publications

David Huntington, Daniel Kramer and Richard Rosen Author Article on STOCK Act

Feb 21, 2012 | Publications

Congress Moves To Enact Legislation Addressing Insider Trading By Its Own Members and Other Government Officials – Some Unintended Consequences
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