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ROSEN & ASSOCIATES. P.C. ROBERT C. ROSEN practices law in Los Angeles, California and specializes in securities, corporate and business matters. He is honored as a member of "The Bar Registry of Preeminent Lawyers." His legal rating as an attorney is the highest available “AV” (“A”-Highest Legal Ability and “V” Highest General Ethical Standards). From 1973 until 1985, Mr. Rosen was a member of the staff of the U.S. Securities & Exchange Commission in Washington, D.C. Prior to that Mr. Rosen was an Assistant Attorney General for the State of Pennsylvania. Mr. Rosen was admitted to practice law in 1970 and is presently a member of the District of Columbia and California bars. Mr. Rosen is also a member of the Los Angeles County Bar Association, where he is a past Chair of the Executive Committee of the Business and Corporations Law Section and Chair of its Securities Enforcement Sub-Committee; the American Bar Association, where he is a member of its Sections on International Law, Corporate, Banking and Business Law and Litigation; the International Bar Association and its Committee on Issues and Trading in Securities; and the Association of Business Trial Lawyers. Mr. Rosen is an Arbitrator with the New York Stock Exchange, NASD Regulation, Inc., (now FINRA) and the Los Angeles County Bar Association’s Dispute Resolution Program. Mr. Rosen is a graduate of Harvard Law School (LL.M.); Duquesne University School of Law (J.D.); and the University of Minnesota (B.S., Business and Accounting). He also did post-graduate work at the Fletcher School of Law and Diplomacy, Tufts University. Mr. Rosen is the 2001 recipient of the Marvin Greene Award for distinguished service to the Business and Corporations Law Section of the Los Angeles County Bar Association. PUBLICATIONS Mr. Rosen is a frequent lecturer and writer. Books: Mr. Rosen is the General Editor of International Securities Regulation, Eight Volumes, Oceana Publications, Inc.; Stock Exchanges of the World, Four Volumes, Oceana Publications, Inc.; and International Securities Regulation: Pacific Rim, Four Volumes, Oceana Publications, Inc. He is also the author of Commercial Business and Trade Laws: India, (1 Volume). Articles: Overview of Securities Regulation in Cyberspace, delivered at and published in the course materials of the 30th Annual Securities Regulation Seminar, Los Angeles, October, 1997; Internationalization of the U.S. Securities Markets: Rule 144A and Efforts To Establish Formal Trading Markets, The California International Practitioner, January, 1993, (Publication of the International Law Section of the California State Bar Association); Internationalization of the U.S. Securities Markets and its Global Impact, delivered at and published in the course materials of the Philippine S.E.C. Institute Inaugural Conference, Manila - July 28-30, 1992, co-author; Stockbrokers and Insider Trading: How to Avoid Liability, Financial Planning on Wall Street, August, 1992, co-author; Insider Trading Dangers, The Corporate Board, The Journal of Corporate Governance, September, 1992; An Accountant's Guide to the S.E.C.'s New Insider Trading Regulations, The CPA Journal (N.Y. Society of CPA's), January, 1993, co-author; Insider Trading Regulation: A Short Course in U.S. Law and an Outline in Selected Countries, delivered at and published in the course materials of the Philippine S.E.C. Institute Inaugural Conference, Manila, July 28-30, 1992, co-author; Recent SEC International Initiatives and Their Impact on Domestic & Foreign Securities Markets, co-author, delivered at the Los Angeles County Bar Association Program on International Securities Offerings, Debt Financing, Technology Transfers and Joint Ventures, May, 1992, co-author; Securitization of Commercial Real Estate and the Real Estate Exchange: Looking Back on a Decade of Change -- 1993-2003, co-author, The REIT Report, Vol. XIII, No. 4, Fall 1993, The National Association of Real Estate Investment Trusts, and also published in the course materials of the 1992 Glendon Tremain Symposium on Recent Developments of Interest to the Business Lawyer, April 1992, Los Angeles, and in the Institutional Real Estate Letter, July, 1992; How the Legal Profession Has Dropped the Ball on Insider Trading And What Can Be Done About It, delivered at and published in the course materials of the 1992 Glendon Tremain Symposium on Recent Developments of Interest to the Business Lawyer, April, 1992, Los Angeles, co-author; Breaking the Mold: The Hybrid Limited Liability Company -- An Empirical Analysis and Challenge for Legislative Action, published in the course materials of the 1992 Glendon Tremain Symposium on Recent Developments of Interest to the Business Lawyer, April, 1992, Los Angeles, co-author; Law Firm Liability Under the Federal Securities Laws, INSIGHTS, Prentice Hall Law & Business, March, 1992, co-author; Rule 144A and its Impact on International Securities Transactions, delivered at and published in the course materials of the 1990 23rd Annual Securities Regulation Seminar, Los Angeles; The Internationalization of the U.S. Capital Markets: A Time of Change Led by the Securities & Exchange Commission, delivered at and published in the course materials of the 1990 Glendon Tremaine Symposium on Recent Developments of Interest to the Business Lawyer, April, 1990, Los Angeles; Practical Considerations in Representing Witnesses During an SEC Investigation, delivered at and published in the course materials of the 20th Annual Securities Regulation Seminar, October, 1987, Los Angeles; The Myth of Self Regulation or the Dangers of Securities Regulation Without Administration: The Indian Experience, Journal of Comparative Corporate Law & Securities Regulation, the University of Pennsylvania Law School (Vol. 2, No. 4, December, 1979); Law & Population Growth in Jamaica, Fletcher School of Law and Diplomacy, Tufts University, (Monograph Series No. 10, 1973). SPEAKING ENGAGEMENTS Mr. Rosen's speaking activities include: Ethical Issues Confronting Securities Law Practitioners, 34th Annual Securities Regulation Seminar, Los Angeles, October 2001; Ethics and the Securities Lawyer in the Current Environment, 35th, 36th and 37th Annual Securities Regulation Seminar, Los Angeles, October 2002, 2003 and 2004; Panel Chair, Securities Enforcement Developments, and Basics of Securities Enforcement, Los Angeles County Bar Association, October 2000; Chair, Tough Issues for the Tough Enforcers - Challenges to the SEC Enforcement Program, Los Angeles County Bar Association, March 2000; Chair, 31st & 32nd Annual Securities Regulation Seminar, Los Angeles County Bar Association, October 1998 and October 1999; Chair, Securities Law in Cyber Space, Los Angeles County Bar Association, October 1997; International Securities Law Conference, Penang, Malaysia, 1994; The Philippine SEC Institute Inaugural Conference, Manila, 1992; Program Chair, Glendon Tremain Symposium, Los Angeles, 1991; Program Chair, 1991, International Securities Regulations, Trading and Transactions Symposium, 1991, Los Angeles; Program Chair, Recent Developments in Securities and Commercial Arbitration, Los Angeles, February 1989; Co-Program Chair, Seminar on Regulation of International Securities Transactions, Institute of International Research, New York, 1989; Program Chair, Recent Developments in Securities Class Actions, Los Angeles, 1988. E-Mail: robertrosen@rosen-law.com REPRESENTATIVE CLIENTS Mr. Rosen presently represents or in the past has represented: AIG Financial Advisors, Inc., Altus Health Care, American Eastern Securities, Bidz.Com, Centaurus Financial, Inc., Country Music Association, Drake Capital Securities, E.F. Hutton, Fairfax Development Group, Finzelberg North American, Inc., Fortress Financial Securities, Hindu Society of Southern California, Iris Investors Group, Lasik Empire Corporation, Merrill Lynch, Mesa Air Group, MP Biomedical, National Union Fire Insurance Company, Pacific Southwest Airlines, Pearly Gates, Quest Capital Securities, Sealife Corporation, Smith Barney, Star Entertainment Group, The Boston Group,Wiz Technology and Z Auction. EXPERT SERVICES Mr. Rosen has been qualified and served as an expert witness in securities matters in Federal and state courts and in arbitrations.
DAVID BUXBUAM. Admitted to California Bar, 1987, New York Bar, 1970. EDUCATION: New York University (B.A., 1954); University of Michigan (J.D., 1959) concurrent graduate studies, University of Michigan Graduate School; graduate study, Harvard University and University of Washington (M.A., 1963; Ph.D., 1968). BIOGRAPHY: Author, Articles: 1996: Securities Regulation: China, Landmark Judgement Against Juren Computer Co., Trade War Averted, Protecting IP Post-97, Extending IP Protection. 1995: Contracts in China During the Qing Dynasty: Key to the Civil Law XXI, A Program for IP Rights Enforcement, Scope of Trademark Protection Extended, Judge's Law Enhances IP-Enforcement, Enforcement of Sino-US IP Agreement, Protection of Famous Products and Famous Brands, The Status of IP in China, Leading Copyright Cases in Beijing, Foreign Investment in China, Recent Developments of Intellectual Property Protection in China. 1993: The Commercial Laws of China, and Patents Law and Practice, Trademark Law and Practice, The People's Republic of China, Contract Law in China, The Dynamics of Statutory Development and Practice, Doing Business in China, Lawyer's Challenge in China Trade: New and Developing Legal System. Publications: 1996: International Securities Regulations: Pacific Rim, China Law and Practice, IP Asia, Hong Kong Lawyer. 1995: The New Gazette (Hong Kong), The Asian Investment Law Directory, Journal of Oriental Studies, University of Hong Kong. 1994: Hong Kong Law Year Book. 1982-1993: Digest of the Commercial Laws of the World. (China Offices). LANGUAGES: English and Chinese. REPORTED CASES: Sole Counsel for Successful Respondents, Butz v. Economou, 438 U.S. 478, 1978; Counsel for Successful Claimants, Microsoft, Autodesk and Wordperfect v. Juren, Beijing Intermediate Court, 1996. E-Mail: hfbfbhk@hk.super.net
JOHN B. WALLACE, Admitted to the California Bar, 1980. EDUCATION: State University of New York at Stony Brook (B.A., 1975); University of Southern California (J.D., 1980), Staff Member Law Review . APPELLATE WORK: U.S. Supreme Court: Successfully opposed petition for certiorari. Merchants v. Prometheus (1995) 516 U.S. 964. Obtained unanimous reversal extending RICO claim to claims against insurance companies despite McCarran-Ferguson Act (which delegated regulation of insurance to states). 50 F.3d 1486 (1995); page one coverage in L.A. Daily Journal. Successfully opposed petition for certiorari. Ross v. Stites (1989) 493 U.S. 854. Defended against RICO claim in legal malpractice defense and successfully defended dismissal of client. 862 F.2d 875, 1988 U.S. App. LEXIS 16057, 879 F.2d 866 and 1989 U.S. App. LEXIS 10269. Also avoided Cal. Supreme Court review. 1989 Cal. LEXIS 4468. Ninth Circuit: Antitrust Sherman Act case. D.D. Investors, Inc. v. Sherwin-Williams Co., 1993 U.S. App.LEXIS 21001. Obtained reversal in wrongful termination and age discrimination case. Tierney v. Unisource, 2000 U.S. App. LEXIS 19149. Qui tam case, appeal as to procedural errors. Pfingston v. MTA (2002) 284 F.3d 999. Appeal re wrongful termination. Rivera v. Disney, 2002 U.S. App. LEXIS 2740. Appeal re whether promissory notes were securities. SEC v. Wallenbrock (2002) 313 F.3d 532. California Court of Appeal - Appeals: Appeal of nonsuit in legal malpractice case. Willoughby v. Fehn, 2001 Cal. LEXIS 78. Appeal & petition for writ re attachment against a securities broker-dealer. Boston Group v. BKDL, 2000 Cal. LEXIS 6030. Successfully defended judgment against escrow company which I obtained. Imperial v. Hodgson (1997) 2 Civ. B 113200. Appeal re workers’ compensation immunity. Hernandez v. Smith (1997) 2 Civ. B101754. Successfully reversed order sustaining demurrers re startup’s private placement of securities. Z Auction v. Smith Barney, 2002 Cal. App. Unpub. LEXIS 6961. Appeal as to breach of contract by auditor. Wiz Technology, Inc. v. Coopers & Lybrand LLP (2002) 106 Cal. App. 4th 1. Successfully reversed summary judgment re fiduciary duty. Sunset Palisades v. King, 2004 Cal. App. Unpub. LEXIS 712. Appeal & cross appeal as to construction dispute. Porrazzo v. Montan, 2003 Cal. App. Unpub. LEXIS 11577. Successfully defended Superior Court’s issuance of writ of mandate which I obtained against City as to EIR. Redlands v. Sunset Drive (2004) 2004 Cal. App. Unpub. LEXIS 674. Successfully defended trial court’s denial of class certification which I obtained in securities fraud case. Allocca v. Smith, 2005 Cal. App. Unpub. LEXIS 4064. Successfully defended money judgment which I obtained at trial. Frangie v. Iris, 2004 Cal. App. Unpub. LEXIS 8616. Pending defense of judgment for fraudulent conveyance which I obtained at trial & cross appeal re trial court’s own reversal of initial punitive damage award. Frangie v. Iris (2006) 2 Civ. B187383. Pending appeal of denial of motion to compel arbitration after bench trial & after California Sup. Ct. invalidated contractual jury waivers. Guidon v. Nixon (2006) 2 Civ. B188266. California Court of Appeal - Writs & Motions: Petition for writ re leave to amend complaint based on newly enacted statute. Teague v. Istrin, 1992 Cal.LEXIS 1705. Petition for writ re denial of TRO to prevent payment to offshore entities. Baynard v. Los Angeles (2004) 2 Civ. B178846. Petition for writ as to denial of leave to file amended complaint. Corona v. Los Angeles (2003) 2 Civ. B169800. Petition for writ as to attorney disqualification. NFFR v. Los Angeles (2004) 2 Civ. B178268. Successful writ petition re City cancellation of building permit. Barton v. Los Angeles, 2003 Cal. App. Unpub. LEXIS 7954. Petition for writ re denial of motion for summary judgment. BIDZ.Com, Inc. v. Los Angeles (2004) 2 Civ. B172460. Successfully defended priority of competing charging orders. Frangie v. Boren, 2004 Cal. App. Unpub. LEXIS 10762. Post decision motion re stay of remittitur. Antico v. Leydier, 2006 Cal. App. Unpub. LEXIS 1510. TRIAL WORK: 2008: (1) Handled derivative case based on majority shareholder’s usurping corporate opportunities. 2007: (1) Handled 6 week Arbitration on Hearing for broker regarding wrongful termination. (2) Defended broker in evidentiary hearing and proceeding brought by NYSE. (3) Defended 2 companies in 2 separate SEC prosecutions. (4) Prosecuted $25M claim based on Business Judgement Rule. (5) Miscellaneous commercial litigation. 2006: (1) NYSE defense re failure to supervise. (2) SEC defense re fraudulent financial projections. (3) Arbitration against hedge fund for fraudulent performance claims. (4) Arbitration for broker re wrongful termination. (5) Arbitration against broker-dealer for analyst misconduct. 2005: (1) Successfully avoided injunction in 2 phase jury/bench trial with SEC. (2) $2.5M arbitration award for long term employee against Goldman Sachs. (3) Won fraudulent transfer bench trial; oversaw receiver and sale of property. (4) Pending decision in evidentiary hearing before administrative law judge re desist and refrain order as to private placement of securities. (5) Worked up & settled NASD Customer Arbitration. (6) Worked up other commercial cases. 2004: (1) Successful anti-SLAPP (Strategic Lawsuit Against Public Policy) defense. (2) Lead defense counsel in securities class action, defeated class certification and defended on appeal. (3) Out of town bench trial re quiet title. 2003: Represented developer in numerous lawsuits over construction and against cities (right to permit, EIR, collection as to city liability, etc.) 2002: $800K in bench trial. Bench trial re developer fees. 2001: $2M summary judgment & execution. 2000: Real est., asset recovery & bus. lit. cases. Bench trial (real estate lease interp.). Defended company against SEC (settled). Prosecuted auditors (top five CPA firm) for untimely resignation. 1999: Defeated class certification (securities fraud). Prosecuted securities fraud ("pump & dump"). Opposed a $2.5M attachment. Prosecuted class action (fraud in a real estate limited partnership). Prosecuted claims v. large investment bank (failure of a private placement). 1998: Real estate fraud prosecution (ground lease & petrochemical contamination; $1.4M settlement). Jury trial (legal mal. arising from a securities arbitration). 1997: Legal mal. prosecution (arising from an IPO; $750K settlement). Bench trial (failure to record reconveyance). 1996: 3 week bench trial v. SEC (failure-to-supervise). Trial (v. major oil co. by franchisee). Trial (employment term.; offered $10K, Judge recommended $20K, jury awarded $170K). FIRREA defense v. U.S. Prosecuted assault & battery ($550K award). 1995: Prosecuted ins. fraud & accounting claims (fed. & state cases v. worldwide ins. broker, private referees, supervised staff, used large database). 1990-95: Commercial collections (entertainment industry). Wrongful term. cases. Arb. (broker’s failure to disclose). Prod. liab. cases (gas water heater, personnel lift, crumbling glassware, lawn chair, child's chair, power press & other industrial machinery). Wrongful death (including child, elder & breadwinner deaths), brain injuries, spinal & disc injuries, slips & falls, & auto. accidents. 1987-90: Won dismissal (fed. RICO claims by famous trial lawyer after numerous attempts by prior counsel); high visibility case, e.g., on 60 Minutes; extensive law & motion & discovery before special master; supervised & originated work for 4-5 junior lawyers; defended dismissal on appeal (above). Defended outside director (v. fed. RICO case by F.S.L.I.C. arising out of a failed S&L). Legal mal. defense (arising from real estate transaction; won dismissal & successfully defended on appeal). Defended psychiatrist (accused of illegal sexual relations; won dismissal after prior counsel's attempts). Securities fraud prosecution (restricted securities). 1980-86: Entry level bus. & tort lit. includ. mass med. prod. liab. def., project & case handling. PUBLICATIONS: "Countdown to Trial" in Los Angeles Lawyer (Nov. 95) and Labor Code Section 4558 (1996). PRACTICE AREAS: Trial and Appellate Litigation. Business, Securities and Real Estate. E-Mail: johnwallace@rosen-law.com
THOMSON VON STEIN, Admitted to Colorado Bar. EDUCATION: Williams College, BA 1961, Stanford Law School, LLB 1964, U.S. Assistant Director of the Office of Enforcement of the Federal Energy Regulatory Commission, 1978-1979. Securities and Exchange Commission (Enforcement Division) and Federal Regulatory Commissions (Office of Enforcement), 1971-95. Office of Independent Counsel, 1995-1998. PRACTICE AREAS: Securities, Business and General Litigation. E-Mail: mail@rosen-law.com
M. JOEY LYNCH, Admitted to California Bar, 1982, EDUCATION: University of Denver (B.S., 1976); Southwestern University School of Law (J.D., 1982); MEMBER: Century City and Los Angeles County Bar Associations; State Bar of California. PRACTICE AREAS: Corporate, Securities and Business Transactions. E-Mail: mjlynch@rosen-law.com
KIRSTEN L. ANDERSON, Admitted to the California Bar, 1995. EDUCATION: University of Oregon, J.D., 1994, University of San Diego, B.A.1989. PRACTICE AREAS: General Litigation and Securities Regulation; including representation of Respondents in NASD and SEC regulatory matters and representation of both Claimants and Respondents in NASD arbitrations. E-Mail: kanderson@rosen-law.com
EFRAT LEVY, born Israel. Admitted to California Bar, 1996. EDUCATION: University of Southern California Law School (J.D., 1996) and University of California at Los Angeles (B.S., Business Economics, 1993). LANGUAGES: English, Hebrew, and French. MEMBER: California State Bar Association, American Bar Association, Los Angeles County Bar Association, International Bar Association (Committee Q), Inns of Court, and Founder Los Angeles International Securities Law Association. Assistant General Editor, International Securities Regulation (8 Volumes, Oceana Publications, Inc.); International Securities Regulation: Stock Exchanges of the World, (4 Volumes, Oceana Publications, Inc.); International Securities Regulation: Pacific Rim (4 Volumes). PRACTICE AREAS: Business and Securities Law, Securities Litigation and Arbitration, Mergers and Acquisitions and Corporate Law. E-Mail: elevy@rosen-law.com
DAVID P. BLEISTEIN, Admitted to California Bar, 1997; United States District Court, Central District of California, 1998. EDUCATION: University of California, Riverside (B.A. History, Magna cum Laude, Phi Beta Kappa, 1992), Loyola Law School, Los Angeles, California (J.D. 1996, Law Review (staff 1994-95, Note and Comment Editor 1995-96). PUBLICATION: "Foreseeability in Chains: Towards a Rational Analytical Framework for Accident and Medical Malpractice Cases of Negligent Infliction of Emotional Distress In California," 29 Loyola Law School, Los Angeles, Rev. 343 (1995). PRACTICE AREAS: Securities, Business and General Litigation. E-Mail: dbleistein@rosen-law.com
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