The National Law Journal Names Randall J. Baron, Patrick J. Coughlin and David W. Mitchell as M&A and Antitrust Trailblazers
The National Law Journal named Randall J. Baron, Patrick J. Coughlin and David W. Mitchell to its 2015 Trailblazers series on Mergers & Acquisitions and Antitrust. The publication recognized attorneys who have “moved the needle in mergers & acquisitions and antitrust law; recognizing excellence in deal making, restructuring and financing,” and honors their achievements.
Baron, recognized in the area of mergers & acquisitions, has worked to advance the practice of shareholder merger and acquisition litigation to achieve substantial monetary recoveries for shareholders for almost two decades. The publication noted that “[t]he top 15 settlements in this area have all been since 2002, and [Baron and the Firm have] been involved in 10 of them, including the largest,” Kinder Morgan, which yielded a $200 million recovery.
As demonstrated by his trial win in Rural/Metro, he led former shareholders of Rural/Metro Corp. to a rare victory against Royal Bank of Canada Capital Markets LLC (RBC), which had acted as financial advisor to Rural/Metro’s lowball buyout. The decision established important precedent by finding a financial advisor liable for aiding and abetting a Delaware corporation’s board’s breach of fiduciary duty. Serving as co-lead counsel, Baron showed that RBC, motivated by undisclosed conflicts of interest, “created the unreasonable process and informational gaps” resulting in violations of law. Reuters reported that the opinion “means the litigation risk to financial advisors in M&A deals just got very real.” On October 10, 2014, the Vice Chancellor awarded shareholders nearly $100 million in damages, which The Wall Street Journal called a crowning achievement for Baron and “one of, if not the largest against a bank over its role as a deal adviser.” TheStreet.com described the award as stunning and “one of the largest in the history of the Court of Chancery.”
Most recently, he obtained $148 million on behalf of Dole Foods, Inc. shareholders, finding Dole Food Company, Inc.’s CEO and Chairman, David Murdock, and its former Chief Operating Officer, Michael Carter, liable for breaches of fiduciary duty. In February 2015, plaintiffs went to trial and asserted that the defendants had conspired with Deutsche Bank AG to drive down the value of Dole just prior to Murdock’s buyout of all public shares so that he could take the company private at an artificially deflated share price.
Coughlin and Mitchell, both recognized in the area of antitrust, led the litigation teams in two recent antitrust class action lawsuits that resulted in favorable settlements and led to significant industry changes. First, in the Interchange Fee litigation, two of the world’s biggest credit card companies implemented rule changes as part of a settlement that drew high praise from the judge overseeing the case.
Second, in the Private Equity case, club deals – in which private equity firms pool their assets to suppress the acquisition price of a publicly listed company – fell out of favor as Coughlin and Mitchell put the unlawful, conspiratorial practice under a microscope even as regulators declined to take action in the area. They served as co-lead counsel and obtained several settlements totaling $590.5 million in a suit that involved some of the world’s largest and most powerful private equity firms and altered the way private equity firms do business. The settlement is the largest class action antitrust settlement ever in which no civil or criminal government antitrust action was taken.