About Jonathan Rotenberg

Jonathan Rotenberg is a relentless advocate for his clients. Whether it is a bet-the-company case, a securities fraud litigation or a complex commercial dispute, for Jonathan, every case is a business problem. And in every case, he uses his extensive litigation, negotiation and dispute-resolution skills to formulate a tailored defense approach to achieve the best resolution for his clients. Jonathan also advises on pre-merger antitrust compliance under US and international laws.

Client-driven solutions informed by broad industry knowledge

Jonathan has defended public companies and financial institutions of all kinds, as well as businesses spanning industries from energy to home furnishings to pharmaceuticals, against claims brought under the Securities Act of 1933, the Securities Act of 1934 and other federal and state securities laws. In every matter he handles, Jonathan creates and pursues customized solutions to the business problems most important to his clients. That's true not just of litigation, but also his transactional work. He has provided pre-merger compliance counsel for more than 50 deals in the data management, health care, insurance, pharmaceutical, sports and telecommunications industries.

A true "outside the box" thinker, Jonathan brings a determined and unique approach to his advocacy, leaving no stone unturned in finding the right litigation strategy for his clients. In past cases, his determination has driven him to master Cayman Islands law in order to defeat a derivative claim, and mine public filings to unearth evidence that a seemingly strong securities claim was time-barred — leading to an authoritative Second Circuit decision on the subject. Whatever the specifics of the case, clients rely on Jonathan's creativity and tenacity to result in effective arguments that opposing counsel do not see coming.

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Practice Focus

  • Claims brought under the Securities Act of 1933, the Securities Exchange Act of 1934 and other state and federal securities laws
  • Stockholder books and records demands and derivative lawsuits
  • Class action litigation
  • Hedge fund litigation
  • Hart-Scott-Rodino pre-merger compliance

Representative Experience

  • Defended former officers of a US public company specializing in innovative green energy technology against a liquidating trustee's claim of securities fraud. A statute of limitations argument under the discovery prong of the Supreme Court's 2010 Merck v. Reynolds decision persuaded the court that dismissal of our clients was warranted. The US Court of Appeals for the Second Circuit unanimously affirmed.
  • Defended Cayman Islands fund in a shareholder derivative complaint alleging breach of fiduciary duties. The case raised unique questions under Cayman Islands law that had only been addressed by a handful of US courts, and never by a federal or state appellate court. Successfully persuaded the judge to dismiss for lack of standing under Cayman Islands law, and crafted the brief that won affirmance in a case of first impression among US appellate courts.
  • Represented financial institution seeking recovery against principals of a borrower under a "bad boy" guaranty. Obtained summary judgment and the decision was affirmed on appeal.