Jonathan Rosenberg

Partner

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Jonathan Rosenberg, firmwide Co-Chair of the Securities Litigation Practice, is a trial lawyer who focuses on securities, M&A, derivative, insurance-coverage, 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 dozens of 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 since 2009, where clients note he is “a best-in-class securities lawyer.” He is recognized in The Legal 500 US as a “Leading Lawyer” for Securities litigation defense. He was recently recognized by New York Law Journal as a “New York Trailblazer,” and Benchmark Litigation names him a Securities “Local Litigation Star (NY).” He has also earned the “Litigator of the Week” distinction from The American Lawyer for financial services litigation achievements, and Law360 named him a Securities MVP.

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

Honors & Awards

  • Named a Local Litigation Star for Securities by Benchmark Litigation (2019-2021)
  • Ranked Top Tier by Chambers USA in NY for Litigation: Securities (2018-2020)
  • Recognized by New York Law Journal as a “New York Trailblazer” (2020)
  • Recognized by The Legal 500 US (2012-2020)
  • “Litigator of the Week,” American Lawyer Litigation Daily (February 9, 2012)
  • “Most Valuable Player in Securities Litigation,” Law360 (2011)
  • A New York “Super Lawyer” for Securities Litigation, Criminal Defense: White Collar, Business Litigation, Law & Politics Media Inc. (2008-2020)

Admissions

Bar Admissions

  • New York

Court Admissions

  • US District Court, Eastern District of Wisconsin, 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

Education

  • 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

Professional Activities

Clerkships

  • Honorable David N. Edelstein, US District Court, Southern District of New York

Articles

  • “The Pandemic’s Impact on Interim Operating Covenants: Lessons From The Now-Resolved Sycamore - L Brands Dispute,” The M&A Journal (August 1, 2020)
  • “Dismantling the SEC’s Federal Court Disgorgement Authority,” New York Law Journal (January 10, 2020)
  • “Ninth Circuit Creates Circuit Split for Section 14(e) Claims Regarding Tender Offers,” Westlaw Journal Mergers & Acquisitions (May 2018)
  • “Controlling-Shareholder Related-Party Transactions Under Delaware Law,” Harvard Law School Forum on Corporate Governance and Financial Regulation (August 2017)
  • “Loose Lips Sink Ships: The Importance of Director Confidentiality Programs,” Corporate Counsel Quarterly (September 2009)
  • “Making Sense of New York’s Corporate Opportunity Doctrine,” New York State Bar Journal (June 2008)
  • “The Truck Stops Here: Closing the Loopholes in Loosely Written Public Company Advancement and Indemnification Bylaws,” Corporate Counsel Quarterly (July 2006)
  • “New York Securities Litigation Landscape Affected by Subtle Changes,” New York Law Journal (December 16, 2002)
  • “Reviewing Standards for Judicial Relief in ADR,” New York Law Journal (January 16, 2002)
  • “Recantation Defense in Federal Perjury Prosecutions,” New York Law Journal (March 23, 1998)
  • “Criminal Liability of Private Citizens for Extortion Under Color of Official Right,” New York Law Journal (December 21, 1995)
  • Led an O’Melveny team as national coordinating counsel for all individual court and FINRA arbitration cases against a financial institution arising out if its sales of auction rate securities. Lead trial counsel in several FINRA arbitrations. 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).
  • Obtained dismissal in September 2019 of Section 10(b) claim against a US-listed Chinese online service provider and its CEO in one of the first shareholder class actions seeking to exploit China’s ban on initial coin offerings. In re Xunlei Limited Securities Litigation, 1:18-cv-00467-PAC (S.D.N.Y.)
  • Obtained dismissal in June 2020 of shareholder class claims that a private-equity firm aided and abetted fiduciary breaches of the seller company’s board members in a US$1.4 billion go-private sale to a private equity firm. Morrison v. Berry, et al., C.A. No. 12808-VCG (Del. Ch. 2019)
  • Won dismissal of private equity firm and investment manager in action alleging that they participated in alleged wrongful conduct of the firm’s portfolio company. In re Trilegiant Corporation, 2014 WL 1315846 (D. Conn. Mar. 28, 2014).
  • Representing a private equity firm in a stockholder class action alleging the firm breached fiduciary duties as a controlling shareholder and aided and abetted director breaches in connection with the going-private sale of a public chemical company. Frank Funds v. Apollo Global Management, et al. (Del. Ch. 2020-0130-JTL)
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