Jonathan Richman > Proskauer Rose LLP > New York, United States > Lawyer Profile

Class Action and SEC Enforcement Experience

• Royal Dutch/Shell
• Global Crossing
• Waste Management
• Zurich Insurance Group
• Vestas Wind Systems A/S (class action only)
• JBS S.A. (class action only)
• Henry Schein, Inc. (class action only)
• YRC Worldwide Inc. (class action only)
• Bed Bath & Beyond Inc. (class action only)
• The Lovesac Company (class action only)
• Roka Bioscience, Inc. (class action only)
• Fifth Street (class action only)
• Vida Longevity Fund (class action only)
• Former CEO of Lumber Liquidators (class action only)
• Individual defendant in Third Avenue securities class actions
• American General (class action only)
• Metropolitan Life (class action only)
• New York Life (class action only)
• Leucadia/Jefferies merger litigation (class action only)
• Realty Income/American Realty merger litigation (class action only)
• ARCP/ARCT III merger litigation (class action only)
• Aberdeen/Artio merger litigation (class action only)
• PhotoMedex/LCA-Vision merger litigation (class action only)
• RCS Capital/Summit Financial merger litigation (class action only)
• First American/First Advantage merger litigation (class action only)
• SEC inquiry involving CMBS servicing
• SEC inquiry involving issuer’s confidentiality notice for internal investigations
• Various SEC, CFTC, and FINRA inquiries involving trading issues

Shareholder Derivative Litigation

• Hewlett-Packard
• Royal Dutch/Shell
• Brocade Communications Systems, Inc.
• Halliburton Company
• Waste Management, Inc.
• Henry Schein, Inc.
• YRC Worldwide Inc.
• Bed Bath & Beyond Inc.
• Fifth Street
• Vida Longevity Fund
• Former CEO of Lumber Liquidators
• Individual defendant in Third Avenue derivative litigation

Department of Justice Proceedings

• Royal Dutch/Shell
• Global Crossing
• Property and casualty insurers

Miscellaneous Representations

• Advising outside directors of for-profit educational institution on litigation and regulatory investigations
• Providing advice and training sessions for clients on insider-trading issues
• Advising clients in connection with potential de-SPAC transactions
• Representing Financial Oversight and Management Board for Puerto Rico in pending litigation arising from Puerto Rico bankruptcy

Publications: Books and Articles

• Co-author, “Court Decisions and SEC Actions That Have Shaped Disclosure,” Standards of Practice for Investor Relations (7^th ed.) (NIRI 2023) (with Frank Zarb)
• Co-author, “SEC Defeats Motion to Dismiss Insider Trading Complaint Alleging Novel ‘Shadow Trading’ Theory, The Corporate Lawyer, vol. 59, no. 3 (Feb. 2022), at 1
• Co-author, “SEC Pursues ‘Shadow Trading’ Insider Trading Case,” Corporate Governance Advisor, vo. 29, no. 6 (Nov./Dec. 2021), at 29
• Co-author, “When Passive Investors Drift into Activist Status,” CCR Corp. Deal Lawyers (Nov.-Dec. 2019)
• Author, “Second Circuit Rejects Securities Claims Based on Generic Statements About Ethics and Compliance,” Securities Reform Act Litigation Reporter, vol. 47, no. 1 (April 2019), at 54
• Author, “The importance of documenting corporate actions: Delaware Supreme Court requires production of emails in books-and-records request,” Westlaw Journal Mergers & Acquisitions (Feb. 2019)
• Co-author, “Fortis Case Confirms Viability of Dutch Settlement Law,” Law360 (July 27, 2018) (with Professor Ianika Tzankova)
• Author, “Supreme Court Rules That State Courts Can Adjudicate Class Actions Under the Securities Act of 1933,” Securities Arbitration Commentator (April 11, 2018)
• Author, “Revisiting Preclusion Principles in Derivative Actions,” Law360 (July 28, 2017)
• Author, “Utah Court Bites Bullet with Dodd-Frank Jurisdiction Ruling,” Law360 (Apr. 13, 2017)
• Author, “Dueling Shareholder Class Actions Could Raise Due Process Issues,” Law360 (Jan. 30, 2017)
• Author, “Supreme Court Reaffirms Personal-Benefit Requirement for Insider Trading,” WestLaw Journal: Securities Litigation & Regulation and WestLaw Journal: White-Collar Crime (Dec. 22, 2016)
• Author, “Rakoff Addresses Tippee Liability in SEC v. Payton,” Law360 (Dec. 2, 2016)
• Author, “Judgment Recognition and the Reach of US Securities Laws,” Law360 (Oct. 3, 2016)
• Author, “Executives Face SOX Disgorgement Uncertainty After Jensen,” Law360 (Sept. 8, 2016)
• Author, “Wine, Steak and a Taste of the ‘Personal Benefit’ Tension,” Law360 (June 6, 2016)
• Author, “Second Circuit Reinforces Liability Standard in Securities Cases Based on Statements of Opinion,” Business Law Today (Mar. 2016)
• Author, “The Netherlands Returns as a Collective Settlement Forum,” Law360 (Mar. 15, 2016)
• Author, “How Morrison v. Australia Bank Was Applied in Petrobras,” Law360 (Feb. 16, 2016)
• Author, “What To Expect from High Court’s New Insider Trading Case,” Law360 (Jan. 19, 2016)
• Author, “Second Circuit Upholds Common-Interest Privilege for Borrower’s Sharing of Legal Advice with Consortium of Lenders,” Transaction Advisors (Dec. 2015)
• Author, “What Jarkesy Means for SEC Admin Court Challenges,” Law360 (Sept. 30, 2015)
• Author, “9th Circuit Rebuffs Newman,” Law360 (July 8, 2015)
• Author, “U.S. Appeals Court Rejects Bright-Line Test for Extraterritorial Reach of U.S. Securities Laws,” Bloomberg BNA World Securities Law Report, vol. 20, no. 9 (Sept. 2014)
• Author, “Whistleblower Anti-Retaliation Provision Does Not Apply Outside the U.S.,” Westlaw Journal Securities Litigation & Regulation, vol. 20, issue 9 (Sept. 4, 2014)
• Author, “So Much for Bright-Line Tests on Extraterritorial Reach of US Securities Laws?,” Harvard Law School Forum on Corporate Governance and Financial Regulation (Sept. 2, 2014)
• Co-author, “Defending Directors: Cram Sheet,” Wolters Kluwer Law & Business (October 23, 2012)
• Author, “Delaware Chancery Court Issues Decision on Collateral Estoppel in Derivative Suits,” Westlaw Journal Delaware Corporate, vol. 26, issue 25 (June 25, 2012)
• Author, “SEC Issues Report on Extraterritorial Reach of U.S. Securities Laws,” VCExperts on-line publication (June 2012)
• Co-author, “Fraud? Foreign Purchase? Forget It! ‘Foreign-Cubed’ and Other Foreign-Issuer Cases After Morrison,” Journal of Secs. & Commodities Reg., vol. 44, no. 4 (Feb. 23, 2011)
• Author, “Supreme Court Clarifies Statute of Limitations in Securities-Fraud Actions,” Derivatives Financial Prods. Rpt., 11, no. 10, at 23 (June 2010)
• Author, “Transnational Class Actions and Judgment Recognition,” Class Action Litigation Report (June 25, 2010)
• Co-author, “Pushing the Limits of U.S. Securities Laws: ‘Foreign-Cubed’ (‘F-Cubed’) Cases,” 42 SRLR 10 (March 8, 2010)
• Co-author, “Assignees Have Discovery Obligations When Asserting Assignors’ Claims,” Journal of Payment Systems Law (June/July 2005)
• “Punitive Damages: Past, Present and Future,” International Commercial Litigation (July/August 1995)
• Co-author and editor, Takeovers: Attack and Survival (1987)
• Co-author, “New Life for State Takeover Statutes?,” New York Law Journal (July 27, 1987)
• Co-author, “Damages in Defamation Actions,” Damages in Tort Actions (1985)
• “Facial Adjudication of Disciplinary Provisions in Union Constitutions,” Yale Law Journal (1981)

Publications: Blogs and Other Writings

• Author, “Eleventh Circuit Affirms Injunction Against Florida Statute Concerning Mandatory Diversity Training,” National Law Review (Mar. 5, 2024)
• Author, “Fifth Circuit Orders En Banc Rehearing of Rejected Challenge to Nasdaq’s Board-Diversity Rules,” National Law Review (Feb. 20, 2024)
• Author, “Missouri Court Denies Dismissal of SIFMA Challenge to Missouri’s Anti-ESG Rules for Financial Advisors,” National Law Review (Jan. 8, 2024)
• Author, “Delaware Chancery Court Holds that High Standard for Oversight Liability Applies to Corporate Officers,” National Law Review (Dec. 15, 2023)
• Author, “SEC Defeats Summary Judgment in Insider-Trading Suit Alleging “Shadow Trading,” National Law Review (Nov. 21, 2023)
• Author, “Fifth Circuit Court of Appeals Rejects Challenge to Nasdaq’s Board-Diversity Rules,” National Law Review (Oct. 19, 2023)
• Author, “Washington Federal Court Dismisses Derivative Challenge to Starbucks’ DEI Initiatives,” National Law Review (Sept. 13, 2023)
• Author, “Second Circuit Clarifies Nature of Actionable Opinions under Securities Laws,” National Law Review (Aug. 25, 2023)
• Co-author, “The Ripple Effect: Implications of the SEC’s Partial Loss in SEC v. Ripple Labs Inc.,” National Law Review (July 28, 2023)
• Author, “Delaware Chancery Court Rejects Books/Records Suit Against Disney Relating to ‘Don’t Say Gay’ Legislation,” National Law Review (June 29, 2023)
• Author, “Supreme Court Requires Traceability for Securities Act Claims Arising from Direct Listings,” National Law Review (June 4, 2023)
• Author, “En Banc Ninth Circuit Upholds Delaware-Forum Bylaw That Prevents Assertion of Federal Proxy Claim in Derivative Actions,” National Law Review (June 4, 2023)
• Author, “Federal Court Invalidates California’s Board-Diversity Statute,” National Law Review (May 18, 2023)
• Author, “Disney Sues Florida Officials for Allegedly Unconstitutional Retaliatory Legislation,” National Law Review (April 6, 2023)
• Author, “Supreme Court Holds that Constitutional Challenges to Administrative Agencies’ Structure Can Be Brought in District Court,” National Law Review (April 16, 2023)
• Author, “Virginia Federal Court Finds Insufficient Connection Between Alleged Misstatements and Issuer of Unsponsored ADRs,” National Law Review (March 15, 2023)
• Author, “Fourth Circuit Reverses Mid-Trial Grant of Judgment Against SEC in Insider-Trading Case,” National Law Review (Feb, 24, 2023)
• Author, “Ninth Circuit Applies Lower Standard for Pleading Scienter Under § 14(e) of Securities Exchange Act Even as to Opinions,” National Law Review (Jan. 23, 2023)
• Author, “Delaware Chancery Court Denies Dismissal of Challenge to SPAC Merger Disclosures,” National Law Review (Jan. 5, 2023)
• Author, “Second Circuit Questions Use of Criminal Insider-Trading Statute Without Proof of Receipt of Personal Benefit,” National Law Review (Dec. 28, 2022)
• Author, “Ninth Circuit Holds that Social Media Communications Can Satisfy Statutory-Seller Requirement Under Securities Act,” National Law Review (Dec. 21, 2022)
• Author, “SEC Enforcement Director and SDNY/EDNY Officials Address Enforcement Priorities,” National Law Review (Dec. 1, 2022)
• Author, “New Study Finds Trickle-Down Effect from Board Diversity,” National Law Review (Nov. 11, 2022)
• Author, “Father Sometimes Knows Best:  District Court Blasts SEC’s ‘No Admit, No Deny’ Provisions,” National Law Review (Oct. 31, 2022)
• Author, “Court Preliminarily Enjoins Florida’s ‘Stop Woke Act,’” National Law Review (Aug. 22, 2022)
• Author, “Blockchain Meets Morrison:  Court Rejects Blockchain Class Settlement Because of Concerns About Adequacy of Representation,” National Law Review (Aug. 16, 2022)
• Author, “Delaware Supreme Court Allows Use of ‘Reliable’ Hearsay to Support Books-and-Records Demand,” National Law Review (July 20, 2022)
• Author, “Divided Delaware Supreme Court Decision Highlights Issues About Director Independence in Derivative Actions,” National Law Review (June 30, 2022)
• Author, “Second Circuit Reverses Dismissal of Securities Claim Alleging Failure to Disclose SEC Investigation,” National Law Review (May 25, 2022)
• Author, “Ninth Circuit Upholds Delaware-Forum Bylaw That Precludes Assertion of Federal Proxy Claim,” National Law Review (May 13, 2022)
• Co-author, “Seventh Circuit Reverses Dismissal of Derivative Action Based on Forum Clause as Applied to Federal Claim,” National Law Review (Jan. 21, 2022)
• Author, “California Federal Court Holds U.S. Securities Laws Inapplicable to Unsponsored, Unlisted ADR Transaction Preceded by Purchase of Common Stock Outside the U.S.,” National Law Review (Jan. 10, 2022)
• Co-author, “SEC Investor Advisory Committee Considers Recommendations to Tighten Rules for Insiders’ Trading Plans,” National Law Review (Sept. 7, 2021)
• Author, “Second Circuit Holds that Accurately Reported Financial Statements Are Not Actionable and that Materiality Has a Half-Life,” National Law Review (Aug. 27, 2021)
• Author, “First Circuit Adopts Prevailing Standard for Applicability of Federal Securities Laws to Foreign Investors, But Rejects Second Circuit’s Narrower Test,” National Law Review (May 11, 2021)
• Author, “Second Circuit Upholds Insider Trading Conviction, Finding Sufficient Confidentiality Duty and Personal Benefit,” National Law Review (Apr. 7, 2021)
• Co-author, “Second Circuit Reaffirms that Federal Securities Laws Do Not Apply to Predominantly Foreign Transactions,” National Law Review (Jan. 26, 2021)
• Author, “Corporate Scienter Requires Link Between Employees with Knowledge and the Alleged Misstatements,” National Law Review (May 26, 2020)
• Author, “Delaware Supreme Court Rules that Corporate Charters Can Require Litigation of Federal Securities Act Claims in Federal Court,” National Law Review (Mar. 18, 2020)
• Author, “California Federal Court Holds that U.S. Securities Laws Apply to Unsponsored, Unlisted ADRs,” National Law Review (Jan. 30, 2020)
• Author, “Second Circuit Holds that a ‘Personal Benefit’ Is Not Required for Insider Trading Under Criminal Securities Statute,” National Law Review (Jan. 2, 2020)
• Author, “Delaware Supreme Court Rejects Presumption of Confidentiality for Books-and-Records Productions,” National Law Review (Aug. 8, 2019)
• Author, “Supreme Court Raises Questions About Private Rights of Action Under § 14 of Securities Exchange Act,” National Law Review (Apr. 24, 2019)
• Author,” Supreme Court Holds that Persons Who Do Not ‘Make’ Misstatements Can Nevertheless Be Liable for Other Securities-Fraud Violations,” National Law Review (Mar. 29, 2019)
• Author, “First Appellate Decision Holds that SEC Can Bring Extraterritorial Enforcement Action Based on Conduct or Effects in United States,” National Law Review (Jan. 24, 2019)
• Author, “Insider Trading for Dummies: Judge Rakoff Tries to Simplify the Law,” National Law Review (Dec. 10, 2018)
• Author, “Second Circuit Again Holds That Tipper/Tippee Liability Can Arise from a Gift of Inside Information Even Without a Close Personal Relationship,” National Law Review (June 29, 2018)
• Author, “Supreme Court Rules That Federal Courts Are Not Bound to Give Conclusive Effect to Foreign Governments’ Statements About Their Laws,” National Law Review (June 14, 2018)
• Author, “Supreme Court Prohibits Stacking of Successive Class Actions Beyond Limitations Period,” National Law Review (June 14, 2018)
• Author, “Fourth Circuit Upholds Disclosure of Government Subpoena as Evidence of Loss Causation,” National Law Review (Feb. 24, 2018)
• Author, “Second Circuit Requires Increased Scrutiny of Securities Class Actions Involving Off-Exchange Transactions,” National Law Review (July 8, 2017)
• Author, “Dutch Court Denies Approval of Collective Settlement Unless Changes Are Made as to Allocation of Compensation and Fees,” National Law Review (June 19, 2017)
• Author, “Non-Use Agreement Need Not Precede Disclosure of Confidential Information,” National Law Review (March 21, 2017)
• Author, “Watch the Napkin: First Circuit Affirms Insider-Trading Conviction,” National Law Review (Feb. 28, 2017)
• Author, “Dutch Collective Actions vs. Collective Settlements,” National Law Review (Oct. 18, 2016)
• Author, “Proskauer Explains Supreme Court’s Clarification of Jurisdiction Under Securities Exchange Act,” The CLS Blue Sky Blog (May 24, 2016)
• Author, “New York Court Certifies Classes in Petrobras Securities Litigation,” National Law Review (Feb. 3, 2016)
• Author, “Delaware Court of Chancery Rejects Another Disclosure-Only M&A Settlement and Warns of ‘Increasingly Vigilant’ Scrutiny,” National Law Review (Jan. 25, 2016)
• Author, “A Farewell to Alms? Peppercorn Settlements of M&A Litigation,” National Law Review (Sept. 21, 2015)
• Author, “Seventh Circuit Rejects Court Challenge to Pending SEC Administrative Proceeding,” corporatedefensedisputes.com (Aug. 27, 2015)
• Author, “Proskauer Discusses Supreme Court’s Omnicare Decision, Clarifying Liability for Statements of Opinion in Registration Statements,” The CLS Blue Sky Blog (Mar. 24, 2015)

Presentations

• Practising Law Institute: “ESG 2023: What It Means for Boards, Management, and Counsel” (June 20, 2023) (full-day program; program co-chair and panel chair)
• Practising Law Institute: “ESG 2022: What It Means for Boards, Management, and Counsel” (June 1, 2022) (full-day program; program co-chair and panel chair)
• Practising Law Institute: “ESG 2021: What It Means for Boards, Management, and Counsel” (webcast, June 24, 2021) (full-day program; program co-chair and panel chair)
• Practising Law Institute: “ESG 2020: What It Means for Boards, Management, and Counsel) (webcast, July 24, 2020) (full-day program; program co-chair and panel chair)
• Practising Law Institute: “ESG and Promoting Corporate Sustainability” (New York, June 25, 2019) (full-day program; program chair and panel chair)
• The Mason Judicial Education Program, Symposium for Judges: Securities Class Action Litigation (Arlington, VA, May 5, 2019)
• The Mason Judicial Education Program, Symposium for Judges: The Economics of Corporate & Securities Law (San Diego, April 12-14, 2018)
• ABA Section of Litigation: “Recent Developments in Securities Class Actions” (webinar, May 11, 2017)
• Professional Liability Underwriters Society D&O Symposium: “Behaving Badly: The Non-U.S. Corporate Scandal Wave” (New York, February 9, 2017)
• New York State Bar Association International Section: “Hot Topics in Cross-Border Securities Litigation” (São Paulo, October 16, 2015)
• Proskauer Hedge-Fund Breakfast Seminar on Insider Trading (New York, Feb. 5, 2015)
• CLE International’s 9th Annual Class Action Conference: “Collective Proceedings Abroad: Evolving Approaches & Attitudes” (Washington, D.C., October 2013)
• Practising Law Institute: “Handling a Securities Case: From Investigation to Trial and Everything in Between” (New York, April 2012)
• Institutional Investor Educational Foundation: Corporate Governance Roundtable Forum (New York, December 2011)
• Institutional Investor Educational Foundation Amsterdam Roundtable: “The Netherlands and the Future of European Securities Litigation” (The Hague, September 2011)
• Summer Institute on Law & Government, American Univ. Washington College of Law: “Securities Class Actions – An Update” (Washington, D.C., June 2010)
• ABA Section on Litigation Annual Conference: “Global Class Actions: Lasting Peace or Ticking Time Bombs?” (New York, April 2010)