S. Benjamin Rozwood

Partner

Benjamin Rozwood represents owners of securities in class and representative actions throughout the United States. He frequently litigates on behalf of shareholders to protect their economic and voting rights in corporate transactions involving fiduciary duty breaches and other types of insider misconduct.

In his practice, Mr. Rozwood regularly analyzes and challenges corporate and securities transactions, insider trading, and improper financial reporting practices. His clients include shareholders and limited partners in a broad range of industries including finance, energy, communications, insurance, and technology.

Before joining Robbins Umeda LLP in 2005, Mr. Rozwood practiced securities and insurance litigation and conducted Audit Committee investigations at a top international law firm.  Mr. Rozwood also has worked as a corporate lawyer and as an investment banker, giving him experience in structuring and analyzing the economic, business, and legal aspects of various business and securities transactions.

Mr. Rozwood earned his Juris Doctor degree from Harvard Law School, where he was awarded the Reginald Lewis International Fellowship and served as President of the International Law Society.  He graduated Phi Beta Kappa, magna cum laude, and as a Regents Scholar with his Bachelor of Arts degree from the University of California, Los Angeles.

Selected Noteworthy Cases

• Unocal Corporation, Lieb v. Unocal Corp., No. BC331316 (Cal. Super. Ct.-Los Angeles County Dec. 20, 2005): As co-lead counsel in a shareholder class action, Mr. Rozwood was credited for $500 million in additional consideration to Unocal shareholders as part of an increased bid of $17.4 billion by Chevron Corp.  In addition, as part of the settlement, Mr. Rozwood forced supplemental proxy statement disclosures before Unocal shareholders voted whether to accept Chevron's bid over a nominally higher bid by the Chinese National Offshore Oil Corporation.
• Phelps Dodge Corporation, In re Phelps Dodge Corp. Shareholder Litigation, No. CV2006-017963 (Ariz. Super. Ct.-Maricopa County Oct. 19, 2007): Mr. Rozwood represented shareholders in a $25.9 billion acquisition of Phelps Dodge Corp. by Freeport-McMoran Copper & Gold Inc., resulting in the world's largest publicly traded copper company.  As part of the settlement, Mr. Rozwood secured a $100 million contingent common fund for Phelps Dodge shareholders.
• Mid-State Bancshares, Fuerstenberg v. Mid-State Bancshares, No. CV 060976 (Cal. Super. Ct.-San Luis Obispo County Oct. 4, 2007): As plaintiff's counsel in a class action involving a proposed acquisition of Mid-State Bancshares, Mr. Rozwood obtained from the buyer waivers favorable to Mid-State shareholders of the "confidentiality" and "no shop" provisions in the sale agreement designed to permit and encourage other suitors to participate effectively in a bidding process.
• HCA, Inc., In re HCA Inc. Derivative Litigation, No. 3:05-CV-0968 (M.D. Tenn. Dec. 20, 2007): Mr. Rozwood led the firm's litigation efforts on behalf of shareholders challenging a $33.5 billion leveraged buyout of HCA, Inc. by a founding member and financial sponsors including Bain Capital and Kohlberg Kravis & Roberts. In addition to forcing disclosure of information withheld from HCA shareholders before they voted on the proposed insider LBO, Mr. Rozwood also helped secure deal term modifications designed to open the door to third party bidders.
• Albertson's Inc., Carmona v. Bryant, No. CV OC 0601251 (Idaho Dist. Ct.-Ada County Mar. 9, 2007): Representing shareholders in a class action challenging the $17.7 billion acquisition of Albertson's Inc., Mr. Rozwood achieved a settlement forcing material pre-vote disclosures to Albertson's shareholders concerning the negotiations and process leading up to the proposed transaction.  In the Court's written decisions, the Presiding Judge of the Fourth Judicial District found that Mr. Rozwood had diligently and effectively represented the interests of Albertson's shareholders throughout the litigation.
• King Pharmaceuticals, Inc., In re King Pharmaceuticals, Inc. Derivative Litigation, No. BOO19077(M) (Tenn. Ch. Dec. 19, 2008): Mr. Rozwood led the firm's efforts as plaintiffs' counsel in a shareholder derivative action alleging fiduciary duty breaches and other illegal conduct by King officers and directors.  After many years of complex litigation, Mr. Rozwood helped obtain significant corporate governance reforms and remedial measures, including the retention of internal auditors, changes to the company's board of directors, and the establishment of a corporate compliance position within the company's executive structure.
• Ligand Pharmaceuticals, Inc., In re Ligand Pharmaceuticals, Inc. Derivative Litigation, No. GIC834255 (Cal. Super. Ct.-San Diego Oct. 12, 2006): As co-lead counsel in a shareholder derivative action arising from misleading public statements by insiders regarding the company's prescription drug revenue and future prospects, Mr. Rozwood was instrumental in securing a monetary recovery to Ligand of approximately $14 million as well as numerous corporate governance reforms.