Courtney A. Rosen
COURTNEY A. ROSEN focuses her practice on successfully resolving business disputes involving corporations, directors, officers, executives, managers and investors.
Courtney’s experience includes representing clients in expedited and contested proceedings such as preliminary injunctions; expedited proceedings regarding M&A; Securities and Exchange Commission (SEC), Commodity Futures Trading Commission (CFTC) and other regulatory matters; and bankruptcy related litigation proceedings on behalf of both debtors and creditors.
The scope of Courtney’s work is reflected in her experience as a trial attorney, including, for example:
- a preliminary injunction on behalf of a venture capital firm to facilitate the making of a superior proposal for a public company;
- an action to recover fraudulently diverted funds for a financial management company client;
- a Section 262 appraisal action on behalf of a public company telecommunications client;
- the damages phase of a patent infringement action involving a drug for treating gastric diseases; and
- Chapter 11 bankruptcy plan confirmation matters.
Courtney has represented clients in all phases of fiduciary duty and securities litigation, including shareholder derivative lawsuits, complex corporate governance matters (including corporate control and hostile take over cases), and directors and officers' liability claims.
Courtney has also represented hedge fund managers, private equity managers, commodity pool operators and financial institutions in all aspects of civil litigation (including arbitrations) and internal investigations. Courtney has represented numerous participants in the financial markets in connection with regulatory proceedings before the SEC, FINRA, the CFTC, and the National Futures Association (NFA). Courtney’s fund litigation practice also has focused on identifying risk and potential disputes.
Courtney has represented utilities in administrative and court proceedings and in dealing with regulatory and business problems facing such clients. She has assisted interstate natural-gas and crude-petroleum pipelines in obtaining rights-of-way for new pipeline projects and meeting their operational objectives.
Finally, Courtney has experience in antitrust litigation, including price fixing cases and with claims of patent infringement (focusing on patent damages).
Courtney is actively involved in civic matters, and currently serves on the advisory board of directors for Cabrini Green Legal Aid Clinic, which provides high-impact, legal aid to low-income Chicagoans in family, housing, criminal records, and criminal defense law. She also serves on the Women’s Board of the Joffrey Ballet, a world-class ballet company and dance education organization committed to artistic excellence and innovation, and on the board of the Garfield Park Conservatory Alliance, which supports one of the largest conservatories in the United States. Courtney previously served on the Lyric Opera of Chicago Guild Board of Directors, and in various executive positions on that board, including chairman of the Lyric’s 2013 Fantasy of the Opera gala.
MERGERS AND ACQUISITIONS LITIGATION:
Courtney’s mergers and acquisitions experience includes representing bidders and targets (and their board of directors) in actions challenging the terms of and disclosures regarding proposed and closed transactions. These representations include defending:
- an airline and its directors in Wisconsin federal and state court litigation challenging the directors’ decision to reject a hostile tender offer;
- a medical company and its directors in Delaware state court litigation challenging the company’s decision to reject a hostile tender offer;
- a real estate company and one of its directors in Southern District of New York shareholder litigation challenging conduct in relation to a hostile tender offer;
- a commercial service network provider and its board of directors in shareholder challenges to the acquisition of the company in Delaware, Illinois and Tennessee state court; and
- a health care company in shareholder challenges to its acquisition of another company in Washington state court.
Courtney has represented clients in shareholders derivative litigation in federal and state courts across the country. She.has successfully obtained dismissal of shareholder cases involving:
- public company clients and independent directors in federal and state court shareholder derivative actions involving Caremark claims;
- a public gaming company in Nevada state court shareholder derivative litigation arising out of actions taken during the 2008 financial crisis;
- a public banking company in an Illinois state court shareholder derivative action arising out of its merger with another bank; and
- a public radiation therapy company in Wisconsin state court shareholder derivative litigation arising from the company's merger with a medical company serving a complementary patient population.
Courtney’s securities litigation experience includes successfully defending:
- a medical service provider in an Illinois federal securities class action alleging a Section 10(b) claim involving a software product;
- a global moving services company in an Illinois federal securities class action alleging Section 10(b), and Section 11 and 12 claims following a restatement, alleged operational inefficiencies in Europe and alleged shortfall in insurance reserves, and in a related investigation before the Securities and Exchange Commission;
- a department store in a Wisconsin federal securities fraud class action alleging a Section 10(b) claim based on alleged concealment of operational problems at a distribution facility;
- a banking client in an Illinois federal court proxy violation class action stemming from a merger; and
- special committee directors in a Illinois federal proxy violation class action and shareholder derivative action involving a REIT internalization transaction and alleged self-dealing.
Courtney has a wide variety of funds litigation experience, including defending or asserting claims on behalf of:
- commodity pools in adversary proceedings in the Refco bankruptcy, which resulted in recovery of virtually all of the funds’ $341 million in claims against bankrupt Refco entities;
- investment fund managers in fraudulent transfer and securities fraud litigation;
- an investment bank and broker-dealer in a securities fraud action relating to alleged commercial bribery of traders;
- a diversified alternative investment and proprietary trading firm in connection with breaches of the firm’s operating agreement;
- a diversified financial services firm’s dispute with a marketing firm relating to solicitation fees in connection with capital invested in a hedge fund product;
- a global banking and financial services company as a third party investment advisor subpoenaed in securities fraud litigation;
- a partner in a financial advisory firm in a dispute concerning breach of the firm’s operating agreement and fraudulent activities, and ultimate dissolution of the firm; and
- an investment fund manager in connection with an internal investigation concerning trading activities.
Courtney’s other representations include bankruptcy, antitrust and patent litigation matters, including representation of:
- debtors in connection with a major newspaper’s bankruptcy in the District of Delaware;
- debtors in connection with a corrugated container company’s bankruptcy in the District of Delaware;
- debtors in connection with a manufacturer of artificial sweetener’s bankruptcy in the District of Delaware;
- a lender group in connection with valuing assets of an automobile manufacturer in bankruptcy in the Southern District of New York; and
- the largest secured creditor in connection with a coal mining company’s bankruptcy in the Eastern District of Kentucky; and
- a pharmaceutical company seeking damages for patent infringement.
- “How Hedge Fund Managers Can Protect Privileged Internal Investigations Without Violating SEC Whistleblower Rule 21F-17,” The Hedge Fund Law Report, Vol. 8, No. 20 (May 21, 2015).
- “Rules Against ‘Spoofing’ and Other Disruptive Trading In Futures, Swaps and Options,” The Hedge Fund Law Report, Vol. 7, No. 42 (Nov. 6, 2014).
- “Derivative Actions and Books and Records Demands Involving Hedge Funds,” The Hedge Fund Law Report, Vol. 7, No. 39 (Oct. 17, 2014).
- “Contractual Provisions That Matter in Litigation Between a Fund Manager and an Investor,” The Hedge Fund Law Report, Vol. 7, No. 37 (Oct. 2, 2014).
- “Preserving Privileges When Related Corporate Entities Retain Joint Counsel,” In-House Defense Quarterly (Spring 2014).
- “How Privileged Are Your Privileged Communications?” The Fiduciary Exception to the Attorney-Client Privilege, The Corporate Counselor, Vol. 29, No. 1 (Apr. 2014).
- "Litigation: Examining the “Fiduciary Exception” to the Attorney-Client Privilege," InsideCounsel (Jan. 2, 2014).
- "Litigation: The Business Strategy Immunity May Postpone Discovery of Highly Confidential Corporate Strategies," InsideCounsel (Dec. 19, 2013).
- "Litigation: Office E-mail to Communicate Personal Matters May Waive the Attorney-Client Privilege," InsideCounsel (Dec. 5, 2013).
- "Litigation: Preserving Privilege Over Information Shared in Business Negotiations," InsideCounsel (Nov. 21, 2013).
- "Litigation: Business Advisors and the Corporate Attorney-Client Privilege," InsideCounsel (Nov. 7th, 2013).
- "Litigation: Preserving Privileges When Affiliated Entities Share Counsel," InsideCounsel (Oct. 24, 2013).
- "Considering the Use of Electronic Media in Supplemental Transaction Disclosures," Bloomberg BNA, Corporate Law & Accountability Report, Vol. 11, No. 34 (Aug. 23, 2013).
- "Financial Advisor Contingent Fee and Investment Conflicts in M&A Transactions," Bloomberg BNA, Securities Regulation & Law Report, 45 SRLR 788 (Apr. 29, 2013).
- "Pleading Damages in Section 14(a) Mergers and Acquisitions Litigation," Bloomberg BNA, Mergers & Acquisitions Law Report, 15 MALR 799 (May 28, 2012).
- "Financial Advisors and the Attorney-Client Privilege, Bloomberg Law Reports," Corporate and M&A Law, Vol. 5, No. 31 (Oct. 24, 2011).
- "Wisconsin Courts Reject Heightened Scrutiny in Mergers and Acquisitions Litigation," Bloomberg Law Reports, Corporate and M&A Law, Vol. 5, No. 20 (A. 8, 2011).
- "Evaluating Attorney Fee Requests in Mergers and Acquisitions Litigation," Bloomberg BNA, Mergers & Acquisitions Law Report, Vol. 14, No. 2 (Jan. 10, 2011).
- "The Business Strategy Immunity and Its Application Beyond Hostile Transactions," Bloomberg BNA, Securities Regulation & Law Report (Aug. 2, 2010); reprinted in BNA Mergers & Acquisitions Law Report (Aug. 8, 2010).
- The Litigator’s Role in M&A Transactions, Inside the Minds: Managing Corporate Governance Issues in M&A, Aspatore Books (2010).
- "Representing Multiple Parties in Derivative Litigation," Bloomberg Law Reports, Corporate Law, Vol. 4, No. 4 (Feb. 2010); reprinted in Bloomberg Law Reports, Director and Officer Liability, Vol. 3, No. 3 (Mar. 2010).
- "The Exculpatory Clause Defense to Shareholder Derivative Claims," ABA Business Torts Journal, Vol. 17, No. 2 (Winter 2010).
- "Privilege Issues in Bankruptcy-Related Proceedings," BNA Bankruptcy Law Reporter, Vol. 21, No. 25 (Jun. 2009).
- "Using Exculpatory Clauses in Defending Against Breach-of-Fiduciary-Duty Claims," 24 No. 22 Andrews Corporate Officers & Directors Liability Litigation Reporter 1 (Apr. 2009).
- "Preserving the Attorney-Client Privilege in Corporate Transactions and Review of Board Committee Actions," 3 Bloomberg Corporate Law Journal 543 (Fall 2008).
- Cabrini Green Legal Aid Clinic, Board Member (2005 to 2014), Advisory Board Member (2014 to present)
- Joffrey Ballet Women’s Board, Board Member (2012 to present)
- Garfield Park Conservatory Alliance, Board Member (2014 to present)
- Lyric Opera of Chicago Guild Board, Vice President and Board Member (2007-2013)
- Preserving Highly Confidential Attorney-Client Communications and Business Information in Litigation Arising from Corporate Transactions, CLE-Approved Course, Chicago, Illinois, June 26, 2012