Scott S. Rose Partner MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8502 F 212-728-9502

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Scott S. Rose is a partner in the Litigation Department of Willkie Farr & Gallagher LLP in New York. Mr. Rose specializes in complex commercial litigation, securities litigation, SEC and other governmental and regulatory investigations, accounting irregularities, internal investigations, and employment litigation and counseling. He has experience representing public and private companies, their officers and directors, hedge funds, and accounting firms in federal, state, and bankruptcy courts throughout the United States.

Mr. Rose served as a law clerk to the Honorable Frederic Block, U.S. District Court, Eastern District of New York (1997-1998).

Securities and Shareholder Litigation

• Represented Big 4 accounting firm in securities class action arising out of alleged accounting improprieties at developer and distributor of video-game software.
  
  
• Represented Big 4 independent auditor for family of mutual funds in state court class action arising out of the New York Attorney General and the SEC’s market timing investigation.
  
  
• Represented former CFO of company that produces and markets metal-based specialty products in securities class action arising out of alleged accounting improprieties.
  
  
• Represented underwriters in securities class action arising out of alleged misstatements and omissions relating to IPO and secondary offering for financial services company.
  
  
• Represented investment firm in litigation seeking to enjoin gaming company’s going private transaction.
  
  
• Represented management company in action challenging executive compensation and related matters at publisher, developer and distributor of interactive entertainment software.
  
  
• Represented collectibles company in proxy contest with hedge fund investor.

Enforcement and Investigations

• Conducted internal investigations involving a major computer company, a Federal Home Loan Bank, an insurance and financial services company, a reinsurance company, a supplier of equipment and services to the transportation industry, and a leading manufacturer of beverage dispensing systems.
  
  
• Represented former CFO of company that produces and markets metal-based specialty products in SEC proceeding arising out of alleged accounting improprieties.
  
  
• Representing hedge fund in internal investigations and SEC investigations and informal inquiries.
  
  
• Represented reinsurance company in SEC and DOJ investigations arising out of accounting irregularities.
  
  
• Represented insurance and financial services company in SEC investigation arising out of accounting irregularities.
  
  
• Represented Big 4 accounting firm and its auditors in SEC and DOJ investigations arising out of accounting irregularities and restatements at companies for which it serves as auditor.

Commercial Litigation

• Represented Big 4 accounting firm in five-week accountant malpractice jury trial in which the New Jersey Supreme Court, in a unanimous opinion, directed dismissal of the case in its entirety.
  
  
• Representing hedge fund in major civil RICO litigation that resulted in dismissal of all claims.
  
  
• Represented media company in Freedom of Information Act action against the Federal Reserve seeking disclosure of bank bailout records.
  
  
• Represented investment bank in fraud and breach of contract action brought by forestry and pulp company.
  
  
• Represented Simon Property Group in its hostile takeover bid for Taubman Centers, Inc.
  
  
• Represented high-tech fabric company in bankruptcy court adversary proceeding alleging fraud in connection with parent company’s bankruptcy.
  
  
• Representing media company in age, disability, and medical leave discrimination actions.
  
  
• Representing employers in enforcement of employee non-competition and confidentiality agreements.
  
  
• Representing insurance broker in breach of fiduciary duty, breach of contract, and negligence actions.
  
  
• Represented life insurance company in class action alleging race discrimination in connection with the sale of small face life insurance policies.
  
  
• Represented satellite company in breach of contract action before international arbitration tribunal.

Mr. Rose spoke at ALI-ABA’s Accountants’ Liability seminar on Audit Committees and Audit Committee Investigations and the Reinsurance Association of America’s Re Underwriting program on "Lessons Learned from the Finite Reinsurance Investigations."

Mr. Rose is the author of "Delaware Forum Selection Bylaws Under Attack," VC Experts (Feb. 2012); "The Special Inspector General for TARP: The New Enforcer and the Next Wave of Investigations," Financial Fraud Law Report (Sept. 2009); "TARP Enforcement: Latest Developments and Insights," The Metropolitan Corporate Counsel (July 2009); and "Demand Futility in New York State Court Derivative Actions Arising From Stock Options Backdating," The Metropolitan Corporate Counsel (Apr. 2009).