Jonathan Rosenberg, firmwide Chair of the Securities Litigation Practice, is a trial lawyer who focuses on securities, M&A, and other complex commercial litigation, as well as internal investigations and white collar criminal defense. Prior to joining the Firm, Jonathan was an Assistant US Attorney in the Southern District of New York for six years, where he spent two-and-a-half years in the Securities and Commodities Frauds Unit and served as Deputy Chief of the Criminal Division.
Jonathan has tried more than twenty cases in government and private practice including federal and state jury and bench trials, and has been lead counsel in many FINRA arbitrations. Jonathan has also argued many times before federal and state appellate courts.
Jonathan has been recognized by Chambers USA – America’s Leading Lawyers for Business (2009-2017); by American Lawyer Litigation Daily as “Litigator of the Week” (February 9, 2012); by Law360 as “Most Valuable Player in Securities Litigation” (2011); by Legal 500 (2012-2018); and as a New York “Super Lawyer” for Securities Litigation, Criminal Defense: White Collar, Business Litigation in annual surveys conducted by Law & Politics Media Inc. (2008-2016).
- Has led an O’Melveny team as national coordinating counsel since 2008 for all individual court and FINRA arbitration cases against a financial institution. Obtained dismissal in February 2011 of a putative class action alleging market manipulation and fraud in connection with ARS sales. In Re: Bank of America Corp. Auction Rate Securities (ARS) Marketing Litigation, MDL No. 09-2014 (JSW) (N.D. Cal. 2011). Also obtained a declaratory judgment in January 2013 that the broker-dealer’s former ARS customer waived its right to arbitrate claims relating to its ARS purchases by serving as lead plaintiff in a federal putative class action against the broker-dealer relating to the same purchases. Merrill Lynch, Pierce, Fenner & Smith Incorporated, et al. v. N.R. Hamm Quarry LLC, 3:12-cv-02127-JSW (N.D. Cal. 2013).
- Co-tried the defense of an eight-figure theft-of-corporate-opportunity and breach-of-fiduciary duty claims. Negotiated a settlement mid-trial resulting in client paying nothing.
- Lead trial counsel for the directors of a stock exchange in putative class action litigation challenging the exchange’s merger with another company as a breach of the directors’ fiduciary duties. The case settled during the injunction hearing with no change in the merger consideration. In re New York Stock Exchange / Archipelago Merger Litigation, Index No. 60146/05 (NY Sup. Ct., NY Cty.).
- Obtained summary judgment dismissal in 2012 for a public snack food and beverage manufacturer of a putative ERISA class action arising out of a change to the company’s executive deferred compensation plan. Cram v. PepsiCo Exec. Income Deferral Comp. Prog., 08 Civ. 10627, Memorandum Decision and Order (S.D.N.Y. Sept. 27, 2012).
- Won dismissal of a putative securities class action against a financial institution arising from alleged misrepresentations about its credit losses and subprime-asset exposure in connection with new preferred-stock issuances. NECA-IBEW Pension Trust Fund v. Bank of America Corp., No. 10 Civ. 440, 2012 WL 3191860 (S.D.N.Y. Feb. 9, 2012); NECA-IBEW Pension Trust Fund v. Bank of America Corp., No. 10 Civ. 440, 2013 WL 620257 (S.D.N.Y. Feb. 15, 2013) (denying motion for leave to amend as futile), aff’d, (2d Cir. June 15, 2015)
- Obtained dismissal in April and October 2011 of successor-liability claims, alleging de facto merger and implied assumption of liability, and seeking to hold financial institution liable for billions of dollars in potential liability. Allstate Insurance Company et al v. Countrywide Financial Corp. et al, 11-cv-05236 (C.D. Cal. 2012). Lead trial and appellate counsel for an O’Melveny team handling remaining successor-liability claims against the financial institution.
- Obtained summary judgment dismissal in July 2013 of a multi-billion dollar federal antitrust class action against a private equity firm, alleging that the firm and other leading private equity firms conspired to allocate the market for large leveraged buyout transactions. Klein et al. v. Bain Capital Partners, LLC, No. 07 Civ. 12388 (D. Mass. July 16, 2013).
- Obtained dismissal in February 2009 of a US$4 billion putative securities class action against a financial institution regarding alleged manipulation by short-selling hedge funds of a pharmaceutical company’s stock. Previously obtained dismissal of a state court RICO action against the financial institution based on similar allegations. Del Giudice v. S.A.C. Capital Mgmt., LLC, et al., No. 2:06-CV-01413 (D.N.J. 2009).
- Obtained dismissal in March 2015 of a putative class action against a financial institution alleging that it wrongfully debited customer accounts for charges associated with “payday” loan transactions. David Andrichyn, et al., v. TD Bank, N.A., 14-CV-3863 (E.D. Pa 2014).
- Represented a financial institution in shareholder class action regarding its acquisition of a mortgage finance company. The case settled with no change in the merger consideration. Ark. Teacher Ret. Sys. v. Caiafa, 996 A.2d 321 (Del. 2010). Obtained dismissal of derivative claims relating to same acquisition and successfully defended the dismissal to California Court of Appeals. Villari v. Mozillo, et al., 2nd Civil No. B231432 (Cal. App.2d 2012).
- Obtained dismissal of Securities Act claims against an underwriting syndicate regarding the 2012 nationalization of a foreign energy company. Monroe County Employees’ Retirement System v. YPF Sociedad Anonima, et al., 13-Civ. 00842 (S.D.N.Y. 2013).
- Obtained plaintiffs’ agreement to dismiss an underwriting syndicate in a Securities Act class action following fact discovery. Fan Zhang, et al., v. Groupon, Inc., et al., 12-Civ. 02450 (N.D. Ill. 2012).
- Represented the special committee of a public media company’s board of directors in a comprehensive internal investigation and resulting litigation in Delaware, Illinois, and Canada. The investigation and ensuing civil litigation resulted in ousting former senior management, the company obtaining nearly two hundred million dollars in recoveries, and criminal convictions of the company’s former senior management. See Hollinger International Inc. v. Black, et al., 844 A.2d 1022 (Del. Ch. 2004).
- Obtained dismissal of breach of fiduciary duty and fraud claims against a hedge fund manager. Lazard Debt Recovery GP, LLC v. Weinstock, 864 A.2d 955 (Del. Ch. 2004).
Obtained dismissal in January 2016 of a qui tam action against a large insurance company alleging violations of the Medicare Secondary Payor rules. USA ex rel Takemoto v. ACE Ltd. and ESIS, Inc. et al., 1:11-cv-00613 (W.D.N.Y.).
- Obtained district court dismissal in 2011, and Second Circuit affirmance in February 2013, of a complaint against an investment bank seeking treble damages under the Antiterrorism Act for engaging in financial transactions alleged to be tied to terrorism. See Rothstein, et al. v. UBS AG, 2013 WL 535770 (2d Cir. 2013).
- Defending three mortgage servicers in qui tam actions alleging misrepresentations to the U.S. Treasury Department in connection with each servicer’s participation in the Home Affordable Modification Program. United States ex rel. Fisher v. Ocwen Loan Servicing, (E.D. TX); United States ex rel. Fisher v. OneWest Bank FSB, (E.D. TX); United States ex rel. Fisher v. JPMorgan Chase Bank, N.A., (E.D. TX).
- Obtained dismissal in November 2008 of a complaint that sought to compel a public electronic games company to include in its proxy statement a shareholder proposal to adopt a by-law opting out of the federal proxy access framework. Bebchuk v. Electronic Arts, Incorporated, 1:08-cv-03716-AKH (S.D.N.Y.).
- Obtained dismissal in January 2010 of claims against the directors of a financial services firm in a bondholder putative class action in the District of Delaware arising out of the company’s debt exchange offers. Murchison v. GMAC LLC, et al., Civ. No. 09-169-SLR (D. Del. 2010).
- Obtained dismissal of securities fraud claims against an underwriter of mortgage-backed securities. Manufacturers Life Ins. Co. v. Donaldson Lufkin & Jenrette Securities Corp., 2000 Fed. Sec. L. Rep. (CCH) 90,987 (S.D.N.Y. May 31, 2000).
- Obtained dismissal of a securities class action complaint against a former officer of a pharmaceuticals company alleging misrepresentations regarding the safety profile of the company’s pain medications. In Re: Pfizer Securities Litigation, 04-Civ. 09866 (S.D.N.Y. 2004).
- Obtained dismissal of Section 10(b) claims against a member of the audit committee of a theatre production company in bankruptcy. In re Livent, Inc., Noteholders Securities.
- Litigation, 174 F. Supp. 2d 144 (S.D.N.Y. 2001); In re Livent, Inc., Securities Litigation., 78 F. Supp. 2d 194 (S.D.N.Y. 1999).
- In addition to successfully handling numerous significant securities and other complex commercial cases in state courts, federal courts, and in arbitration, Jonathan’s white collar criminal and regulatory experience is similarly deep and varied. He has represented more than seventy individuals and entities in various federal and state criminal, and SEC and SRO enforcement matters. Jonathan also regularly advises companies, boards of directors, and special committees regarding regulatory and corporate governance matters, internal investigations, and M&A litigation matters. Among his more significant public criminal matters are the following:
- Senior member of the defense trial team that obtained the 1997 acquittal of a manufacturer of thermal fax paper in a criminal price-fixing trial.
- Obtained probation, and then the early termination of probation, for a record company executive in the largest payola case the US Department of Justice has ever filed.
- Represented five employees of a bankrupt cable company in the SEC’s and the Southern District of New York US Attorney’s office investigation.
- As a prosecutor, proved after a two-week evidentiary hearing that the former CEO of a finance company, who had pleaded guilty to orchestrating a US$400 million ponzi scheme, violated his cooperation agreement, resulting in a twenty-year sentence.
- Tried and convicted a former Wall Street high yield bond research analyst for participating in a kickback scheme involving the firm’s bond trader.
- Obtained the conviction of the former chief of staff to a New Jersey governor for participating in a kickback scheme involving a municipal securities offering.
Corporate & Government Experience:
- Assistant US Attorney, US Attorney’s Office in the Southern District of New York, including two-and-a-half years in the Securities and Commodities Frauds Task Force
- Deputy Chief, Criminal Division, US Attorney’s Office
- New York
- US District Court, District of Colorado, Eastern District of Texas, and Eastern and Southern Districts of New York
- US Court of Appeals, First, Second, Third, Fourth, Fifth, Ninth, and Eleventh Circuits
- US Supreme Court
- Northwestern University, J.D., 1984: cum laude; Order of the Coif; Managing Editor, Northwestern University Law Review
- Columbia University, M.A., 1981
- Queens College, B.A., 1980: magna cum laude; Phi Beta Kappa
- Honorable David N. Edelstein, US District Court, Southern District of New York
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