Richard A. Rosen

Partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP

Richard A. Rosen

Richard A. Rosen

Partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP

Biography

A partner in the Litigation Department and former 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.

EXPERIENCE

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, including merger and acquisition litigations. 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 fifteenth consecutive year in the 2019 edition of Chambers USA: America’s Leading Business Lawyers. In 2015, 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, which has recognized him each year since 2007. He was “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 2007-2019 editions of The Legal 500, the 2006-2019 editions of New York Super Lawyers, the 2006-2019 editions of The Best Lawyers in America and the 2007-2012 editions of Who’s Who in American Law. 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, Brixmor Property Group, Omega Protein Corp., 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 Alere, a medical device and point-of-care testing company, in a securities class action in the District of Massachusetts alleging material misstatements and omissions regarding numerous aspects of the company’s business operations and financial statements. The court dismissed all claims except those concerning the recall of a single diagnostic product, and dismissed all claims against one executive.
* Defense of Brixmor Property Group Inc. (Brixmor), a real estate investment trust (REIT) traded on the New York Stock Exchange that owns more than 500 shopping centers, in a 10(b) class action arising out of claims that senior executives had engaged in smoothing income items between reporting periods contrary to GAAP.
* Defense of Intra-Cellular Therapies, Inc., a pharmaceutical company, in a securities class action in the Eastern District of New York arising out of claims that it had concealed adverse results of non-human toxicology studies of its schizophrenia drug. Plaintiffs’ counsel ultimately agreed to voluntarily dismiss the complaint.
* Defense of Omega Protein Corporation and two of its officers in a securities class action in the Southern District of New York alleging misstatements and omissions regarding environmental and probation violations. The District Court granted our motion to dismiss the complaint.
* Representation of seventeen financial institutions in connection with a securities class action in the District of New Jersey against Valeant Pharmaceuticals, a generic drug maker, for which the financial institutions were initial purchasers of $15 billion of senior notes issued in Rule 144A private placements as well as underwriters of a secondary offering of common stock. Addressing an issue of first impression in the Third Circuit, the court dismissed all of the claims relating to the Rule 144A offerings.
* Defense of 37 underwriters led by Citigroup in putative securities class actions related to the April 2014 initial public offering by Ally Financial, Inc. The shareholders in each case allege that Ally and the underwriters made misstatements and omissions in the offering materials for Ally’s IPO on the subject of the risks in Ally’s loan portfolio.
* Representation of four underwriters led by HSBC and Citigroup in a securities class action related to an April 2015 stock offering by Horizon Pharma PLC, a drug manufacturer and marketer. The shareholders alleged that the offering documents contained misstatements and omissions about certain aspects of Horizon’s “Prescriptions-Made-Easy” patient assistance program, including in the materials accompanying the public offering. The Southern District of New York granted all defendants’ motion to dismiss with prejudice and without leave to replead.
* Representation of the sixteen underwriters – including Citi, Goldman Sachs, UBS, J.P. Morgan and Evercore — of a secondary offering of common stock of an oil drilling company that allegedly failed to disclose the business risks associated with operating in the geographic area in which their operations were concentrated. The case is pending in federal court in Denver.
* 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 a 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 Morgan Stanley Private Equity Asia, as part of a buyer consortium, in the defense of shareholder litigation in Nevada state court arising out of a $339 million management-led buyout of NASDAQ-listed Yongye International, a Chinese agricultural nutrient company. We defeated two successive preliminary injunction motions and the transaction closed.
* Representation of Omega Protein Corporation and its board of directors in shareholder lawsuits filed in state and federal courts in Nevada arising out of the company’s $500 million all-cash merger with Cooke Inc. The complaints allege

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Number of Awards

5

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President at American Jewish Committee

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Founder at Brave Warrior Capital, Inc.

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Co-Chair, Leadership Recruitment & Development at American Jewish Committee - New York Chapter

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Chair, Marketing & Communications at American Jewish Committee

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Chairman at Paul, Weiss, Rifkind, Wharton & Garrison LLP

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Former Managing Director at BlackRock Advisors LLC

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Chief Executive Officer at RAI Insurance Group LLC

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Partner at Pryor Cashman LLP

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Senior Rabbi at Congregation Rodeph Sholom

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Founder at The Aaron M. Priest Literary Agency, Inc.

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Richard A. Rosen
Partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP
Education
JD, magna cum laude
Class of 1978

Harvard Law School offers an energetic and creative learning environment, a diverse and dedicated faculty—whose expertise spans a broad array of legal subjects—and a student body that comes from every state in the U.S. and more than 70 countries around the world. Approximately 1,900 students attend HLS each year: 1,680 J.D. students, 160 LL.M. students, and 50 S.J.D. candidates. The faculty includes more than 100 full-time professors and more than 150 visiting professors, lecturers on law, and instructors. The curriculum features more than 260 courses and seminars that cover a broad range of traditional and emerging legal fields. A Harvard Law education prepares students for success in law practice, business, public service, teaching, and more. Most HLS students are pursuing a J.D. (Juris Doctor) degree, while many others are earning an LL.M. (Master of Laws) or the S.J.D. (Doctor of Juridical Science). Harvard Law School also offers many joint degree programs, coordinated programs, and concurrent degree opportunities with other schools within Harvard University. The Law School community is also home to numerous research programs and engaging publications, including books, scholarly periodicals, newsletters, and a weekly student newspaper.

BA, magna cum laude, Phi Beta Kappa
Class of 1975

Brown University is located in historic Providence, Rhode Island and was founded in 1764. It is the seventh-oldest college in the United States. Brown is an independent, coeducational Ivy League institution comprising undergraduate and graduate programs, plus the Alpert Medical School, School of Public Health, School of Engineering, and the School of Professional Studies.

Career History
Partner
Current

Paul, Weiss, Rifkind, Wharton & Garrison LLP is a law firm that serve as counsel to companies and investment funds. They have expertise in the areas of bankruptcy and corporate reorganization, employee benefits and executive compensation, intellectual property, personal representation, real estate and tax law. The company is headquartered in New York, NY.

Visiting Professor of Law
2013
Clerk
Prior

The United States Court of Appeals for the Second Circuit (in case citations, 2d Cir.) is one of the thirteen United States Courts of Appeals. Its territory comprises the states of Connecticut, New York, and Vermont, and the court has appellate jurisdiction over the district courts in the following districts: District of Connecticut, Eastern District of New York, Northern District of New York, Southern District of New York, Western District of New York, District of Vermont.

Boards & Committees
Political Donations
$2,000
2012

Former President of United States

$2,500
2011

The Democratic Senatorial Campaign Committee is the only organization solely dedicated to electing a Democratic Senate. From grassroots organizing to candidate recruitment to providing campaign funds for tight races, the DSCC is working hard all year, every year to elect Democrats – and give President Obama the help he needs on Capitol Hill to move our country forward.

$2,500
2011

Former President of United States

Transactions
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Energizer Holdings, Inc. purchases Spectrum Brands Holdings, Inc. /Global Auto Care Business from Spectrum Brands Holdings, Inc.

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Churchill Capital Corp. issued USD Units Consisting of Common Stock and Warrants

Awards & Honors
2012
Best Lawyers - The Best Lawyers in America
2000
Burton Award for Legal Achievement
The Legal 500
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