Robert H. Baron

Baron’s representative cases include:

M&A and Business Transactions Litigation

• Representing Deutsche Telekom, T‑Mobile’s controlling shareholder, and certain Deutsche Telekom officers, in putative class action and derivative litigation in the Delaware Court of Chancery alleging defendants breached their fiduciary duties in connection with T‑Mobile’s merger with Sprint. 
  
  
• Represented members of the special transaction committee of Viacom, Inc.’s Board of Directors in securing a favorable settlement in consolidated putative class action litigation in the Delaware Court of Chancery alleging, among other things, that those directors breached their fiduciary duties in connection with Viacom’s $30 billion merger with CBS, which closed in December 2019. 
  
  
• Represented Precision Castparts Corp. (“PCC”) and its board of directors in purported shareholder class action lawsuits filed in Oregon state and federal court challenging PCC’s $37 billion acquisition by Berkshire Hathaway.  After PCC filed motions for summary judgment in the federal action, the parties agreed to a $21 million settlement to resolve both the federal and state litigations, which was approved by the court in May 2021. 
  
  
• Represented Cisco Systems, Inc. as plaintiff in an action filed in the Delaware Court of Chancery concerning Cisco’s then-proposed $2.6 billion merger with Acacia Communications, Inc.  After securing a temporary restraining order barring Acacia from terminating the merger agreement, the parties stipulated to the dismissal of the action and the merger successfully closed in March 2021. 
  
  
• Represented Akorn, Inc. in damages litigation in the Delaware Court of Chancery regarding Fresenius’ termination of the parties’ $4.3 billion merger agreement.  It is one of a handful of cases regarding termination rights arising from material adverse event (“MAE”) provisions in merger agreements to be tried to a decision, and the first such appeal decided by the Delaware Supreme Court.  Mr. Baron also represented Akorn and its directors in putative shareholder class action litigations in Illinois state and federal courts relating to the merger, which were voluntarily dismissed.
  
  
• Represented Pinnacle Foods Inc. and its directors in consolidated purported class action litigation filed in New Jersey federal court and in the Delaware Court of Chancery challenging Pinnacle’s $10.9 billion acquisition by Conagra Brands, which closed in October 2018. 
  
  
• Represented Altra Industrial Motion Corp. and its board of directors in purported class action litigation filed in Massachusetts state court relating to Altra’s $3 billion Reverse Morris Trust transaction with Fortive Corporation, which was announced in March 2018. Plaintiff’s motion for preliminary injunction was denied, and the case was dismissed in September 2018.

• Represented IBM in litigation filed in the Delaware Court of Chancery and Illinois state court related to IBM’s $1 billion acquisition of Merge Healthcare. After successfully opposing a preliminary injunction motion in the Illinois court, the transaction closed. The Delaware court subsequently granted a motion to dismiss the action.

• Represented Time Warner Inc. and its board of directors in a consolidated putative securities class action lawsuit in New York federal court relating to Time Warner’s $109 billion acquisition by AT&T.  Plaintiffs voluntarily dismissed their suit.

• Represented Pinnacle Foods Inc. and one of its subsidiaries, Slope Acquisition Inc., in consolidated shareholder class action litigation in Colorado state court related to its $975 million acquisition of Boulder Brands.  A settlement was approved by the court in September 2016.

• Represented Lundbeck A/S in consolidated putative class action litigation in the Delaware Court of Chancery arising from its $658 million acquisition of Chelsea Therapeutics International. The transaction closed in June 2014 and the case was dismissed in May 2016.

• Represented Alliant Techsystems Inc. (“ATK”) in purported class action litigation filed in the Delaware Court of Chancery in connection with ATK’s merger of its Aerospace and Defense Groups with Orbital Sciences Corporation following a spin‑off of ATK’s Sporting Group to its shareholders. The transaction closed and the actions were dismissed.

• Represented Grupo Villar Mir, S.A.U. and its subsidiary Grupo FerroAtlántica, S.A.U. (“Grupo FA”) in a consolidated putative class action lawsuit in the Delaware Court of Chancery challenging Grupo FA’s merger with Globe Specialty Metals.  The parties agreed to a settlement of the litigation, and the merger closed.

• Represented MarkWest Energy, L.P. and its board of directors in litigation filed in the Delaware Court of Chancery related to the company’s $21 billion merger with Marathon Petroleum Corporation. The transaction closed in December 2015, and in February 2016 plaintiffs voluntarily dismissed the action.

• Represented Scientific Games Corporation and certain of its affiliates in purported class action litigation filed in Nevada state court challenging Scientific Games’s $5.1 billion acquisition of Bally Technologies.  The transaction closed and the parties reached a settlement of the litigation.

• Represented AmerisourceBergen Corporation and certain of its affiliates in purported class action litigation filed in the Delaware Court of Chancery arising from the company’s $2.5 billion acquisition of MWI Veterinary Supply, Inc., the leading animal health distribution company in the United States.  The transaction closed and the parties stipulated to a dismissal of the action.

• Represented Sapient Corporation and its board of directors in class action litigation filed in the Delaware Court of Chancery challenging the company’s $3.7 billion acquisition by Publicis Groupe SA. Following discovery, plaintiffs withdrew their motion for a preliminary injunction. The complaint was dismissed.

• Represented Covance Inc. and its board of directors in purported class action litigation filed in the Delaware Court of Chancery and New Jersey state court arising from the company’s $6.2 billion acquisition by Laboratory Corporation of America Holdings.  The merger closed as scheduled in February 2015. The lawsuits have been dismissed. 

• Has advised JPMorgan, Goldman Sachs, Credit Suisse, Morgan Stanley, Citigroup, UBS, Barclays, Moelis and PJT Partners in connection with litigation arising out of transactions in which they acted as financial advisors.

Securities Litigation

• Represented Akorn, Inc. and its directors in consolidated federal securities class action litigation and in shareholder derivative suits in federal and state courts in Illinois and Louisiana alleging misrepresentations and omissions, and related claims concerning data integrity issues at Akorn.

• Represented Vista Outdoor Inc. and certain of its former officers in securities class action litigation filed in federal court in the District of Utah, which alleged misrepresentations and omissions concerning Vista’s write‑offs of recorded goodwill announced in January 2017 and November 2017. A settlement was approved by the court in October 2018.

• Represented Merck & Co. and current and former officers and directors in individual and class action securities cases that are part of multidistrict shareholder fraud litigation in New Jersey federal court arising out of alleged misrepresentations and omissions relating to the sale of the pain medication Vioxx® (settled in 2016). Mr. Baron also represented Merck in related shareholder derivative actions in federal and state court and related ERISA class action litigation. 

• Represented JPMorgan Chase & Co. and related entities in numerous residential mortgage‑backed securities litigation filed in federal and state courts across the country.

• Won motion to dismiss with prejudice all claims against former senior executives of Levitz Home Furnishings in a securities fraud action filed in New York federal court by purchasers of high‑yield bonds that were sold by Levitz less than one year before it filed for bankruptcy. The decision was affirmed by the Second Circuit Court of Appeals.

General Commercial Litigation

• Represented A.J. Richard & Sons, Inc., owner of P.C. Richard & Sons, as plaintiff in a lawsuit filed in 2015 in New York state court against Forest City Ratner Companies, LLC, seeking to enforce Forest City Ratner’s obligations under an agreement relating to the Atlantic Yards redevelopment in Brooklyn. Won summary judgment granting specific performance in the trial court in 2019. In September 2021, after Forest City Ratner appealed the decision, the parties agreed to a resolution of the action.

• Represented Credit Suisse and Deutsche Bank in contract and tort actions in Delaware, New York and Texas in which plaintiffs sought billions of dollars in damages from the banks in connection with the failed Hexion/Huntsman merger. Hexion’s claims in New York were dismissed with prejudice and six days into trial in Texas, Huntsman settled its claims with the banks for a mere fraction of the almost $14 billion in damages it had sought. Mr. Baron also represented both banks in securing the dismissal of follow‑on litigation filed against the banks in Texas state court (affirmed on appeal) and Wisconsin federal court.

• Defended Goldman Sachs against multibillion‑dollar fraudulent conveyance claims asserted by the Unsecured Creditors Committee in adversary proceedings in New York bankruptcy court relating to the Lyondell bankruptcy proceeding. All claims against Goldman Sachs were resolved through a settlement approved by the court.
• Won dismissals at the motion to dismiss stage of five separate actions against AWB Limited (now Agrium Asia Pacific Ltd.) relating to AWB’s participation in the U.N. Oil-for-Food Programme in Iraq. The actions involved various claims, including antitrust, civil RICO, FCPA and Alien Tort Statute claims.

• Won summary judgment for Salomon Smith Barney in an action brought in New York state court by a hedge fund seeking over $200 million in damages sustained in the bond market turmoil following the collapse of Long Term Capital Management.