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John W. Rotunno

Practice Area Leader - Litigation
+1.312.807.4213
Fax +1.312.827.8154

John W. Rotunno, a partner in K&L Gates' Chicago office, concentrates his practice in complex and multi-district litigation, including securities and consumer class actions, investment company litigation, shareholder derivative litigation, merger and acquisition litigation, and fiduciary litigation. He has represented clients in internal investigations, valuation proceedings, including the valuation of a substantial interest in a founding NFL franchise, trade secret misappropriation cases, patent infringement litigation, trust litigation, partnership disputes and estate litigation. He also is experienced in distributorship and supply chain litigation and commercial tort and contract cases, as well as accountant's liability and RICO actions.

Mr. Rotunno has represented numerous publicly held corporations, investment companies, investment advisers, major accounting firms, banks, savings and loans, corporate officers and directors and other individuals, including a former Attorney General of the United States, in the state and federal trial and appellate courts. He also served as coordinating counsel for a national consumer credit company in numerous lawsuits, many of which sought punitive damages for allegedly fraudulent practices.

Mr. Rotunno has practiced for more than 35 years in the state and federal courts in Chicago and across the country, representing clients in actions pending in numerous jurisdictions including California, Florida, Indiana, Maryland, Michigan, New Jersey, New York, New Mexico and Wisconsin. He has tried cases in both the state and federal courts, including the United States Tax Court. In addition to his service as an advocate, Mr. Rotunno has counseled clients on contract, distribution, and licensing issues, as well as on compliance issues and internal corporate policies and procedures.

Achievements

  • Martindale-Hubbell AV Preeminent Rating
  • Five-time Illinois Super Lawyer.

Professional/Civic Activities

  • Member, Smithsonian Council for American History 
  • Illinois State Bar Association

Speaking Engagements

Mr. Rotunno has addressed professional organizations and participated in forums on a range of subjects, including federal securities litigation, the responsibilities of independent trustees and directors of investment companies, the attorney-client privilege, and accountant’s liability. He has served as a panelist at investment management industry conferences, including the Investment Company Institute’s 2012 Mutual Funds and Investment Management Conference, and as a guest lecturer at Northwestern University School of Law on developments in investment company litigation.

Securities, Investment Company and Derivative Litigation

  • Obtained the dismissal under the Securities Litigation Uniform Standards Act of 1998 (“SLUSA”) of three putative class actions alleging breach of fiduciary duty by the independent trustees of closed-ended investment companies in connection with the redemption of hundreds of millions of dollars in auction rate preferred shares. An appeal taken in one of the cases resulted in a ground-breaking decision of the United States Court of Appeals for the Seventh Circuit applying SLUSA to state law claims purporting to allege breach of fiduciary duty notwithstanding the absence of express allegations of fraud and plaintiff’s disavowal of any intention to assert a claim based upon misstatements or omissions of fact. Mr. Rotunno successfully opposed a petition for certiorari which sought Supreme Court review on the ground that the Seventh Circuit’s decision assertedly created a conflict among the federal Circuit Courts of Appeal.
  • Successful resolution of an action under Section 36(b) of the Investment Company Act of 1940 against an investment adviser to a registered open-end management investment company. The plaintiff contended that advisory fees charged to three of the investment company’s funds were excessive.
  • Representation of independent trustees of several registered open-end management investment companies in litigations alleging that advisory fees charged to funds were excessive under Section 36(b) of the Investment Company Act of 1940.
  • Successful representation of a corporation in an action seeking to enjoin a proposed acquisition of the company on the ground that the consideration to be received by the company’s public shareholders assertedly was inadequate and the sale process was deficient.
  • Successful defense of a putative national securities class action against a major national retailer of office supplies and several of its current and former officers and directors, obtaining the dismissal of the lead plaintiff's complaint.
  • Representation of a publicly held corporation and its interested directors in derivative litigation alleging that the board breached its fiduciary duty in failing to detect the embezzlement of more than $30 million by a senior executive officer of the company. Successfully resolved the litigation, as well as a companion securities fraud class action.
  • Successful defense of a closed-end investment company in what is believed to be the first putative securities fraud class action brought against an issuer of auction rate securities. Following the filing of a motion seeking dismissal of the case and requesting an award of attorneys’ fees, the plaintiff agreed to dismiss the action with prejudice.
  • Successful resolution of market-timing related claims asserted against a mutual fund, an investment adviser to a second mutual fund and the independent trustees of a third mutual fund in numerous putative class and derivative actions filed in various state and federal courts, two of which reached the United States Supreme Court.
  • Successful representation of institutional investors in litigation arising out of the purchase of many millions of dollars in mortgage backed securities.
  • Counseled a special committee of independent members of the board of trustees of Delaware statutory trusts in the conduct of an investigation into claims asserted in shareholder demands. Following its investigation, the committee unanimously concluded that the demanded action was not in the best interests of shareholders and recommended that litigation relating to the matters set forth in the demands not be pursued. The full board of each trust adopted the committee’s recommendation, and the shareholders subsequently abandoned their demands.

Other Commercial Disputes

  • Defense and resolution on a highly favorable, class-wide basis of national consumer class actions brought under federal legislation providing for massive statutory damages.
  • Represented special committee of independent directors in the conduct of an investigation into questionable transactions impacting the reported financial performance of a corporation immediately prior to a sale of the company.
  • Successful prosecution of claims arising out of a major corporate acquisition, entitling the seller to many millions of dollars in additional consideration. 
  • Successful defense of a publicly held corporation, its board of directors and several officers in an action brought by the company's former chairman of the board and CEO, obtaining the dismissal of the plaintiff's complaint.
  • Successful defense of a major independent soft drink bottler against efforts to terminate its contract rights for alleged repeated breaches of its bottling appointments.
  • Successful defense of several officers and directors of a casino gaming corporation against claims arising out of an alleged contract to sell more than a one-third interest in the corporation.
  • Successful resolution of a complex transfer pricing case arising out of operations in the Mid-East and South America in which the government claimed tax liabilities exceeding $60 million.
  • Successful defense of multi-million dollar fraud and RICO claims against a major accounting firm.
  • Successful representation of the trustees of a $65 million charitable trust in an adversary action in probate in which the children of the deceased settlor sought to set aside the trust, as well as the decedent's will.