Jonathan Rotenberg

Representative Experience

• Defended publicly traded provider of physical therapy services and its executive officers against securities fraud claims arising out of a material restatement. Argued and won complete dismissal on the grounds that the complaint failed to plead a strong inference of scienter.
• Defended a pharmaceutical company and certain of its officers and directors in a putative securities class action lawsuit filed in the US District Court for the District of New Jersey. Plaintiff alleged that defendants violated Section 10(b) and Section 11 by making optimistic statements about approval of its lead drug candidate by the European Medicines Agency based on a Phase 2 study without disclosing allegedly critical statements the EMA made during the process. The court granted defendants’ motion to dismiss, finding as a matter of law that biopharmaceutical companies have no duty to disclose negative interim feedback by regulators.
• Defended in Delaware Chancery Court the largest shareholder in a publicly traded digital signage company against diluation and breach of fiduciary duty claims arising out an offering and subsequent “go private” transaction. After our motion to dismiss was filed, plaintiff agreed to dismiss shareholder from the case for no consideration.
• Represented an international developer and manufacturer of nutritional ingredients and medical foods, and its officers and directors, in a securities class action brought under Sections 11, 12(a)(2) and 15 of the Securities Act and Sections 10(b) and 20 of the Securities Exchange Act in the US District Court for the District of New Jersey. Plaintiffs alleged that Katten’s clients failed to disclose that sales of one of its products would be greatly affected by changes in the Chinese regulations of infant formula manufacturers. Succeeded in getting most of the claims dismissed on the pleadings, after which plaintiff settled the remaining claims for substantially less than defendants’ insurance policy limits.
• Defended former officers of publicly traded green energy start-up against a liquidating trustee's claim of securities fraud. Persuaded Judge Preska that the claims were time-barred under the Supreme Court's 2010 Merck v. Reynolds. 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. 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 based on the allegation that the borrower's filing of a lis pendens and related lawsuit involving the subject property acted as an encumbrance on the property, thereby triggering the liability provisions of the guaranty. Quickly obtained summary judgment on liability on behalf of the plaintiff without any discovery. The decision was unanimously affirmed on appeal.
• Defended China-based, cutting-edge battery producer, its current and former officers and directors, and its largest shareholder, in securities fraud and stockholder derivative suits filed in the US District Court for the Southern District of New York.
• Defended pharmaceutical company and certain of its officers against a putative securities class action lawsuit filed in the US District Court for the District of New Jersey. Plaintiff alleged that defendants misrepresented the likelihood that the FDA would approve the client’s leading drug candidate and thereby caused its stock price to be artificially inflated.
• Defense of Israeli food manufacturer and its officers and directors in securities fraud suit stemming from Israel Securities Authority’s arrest of majority owner and co-Chairman on suspicion of looting the company.