Corporate Control Alert Features Robbins Geller Partner Randall J. Baron

December 23, 2015

Corporate Control Alert, the journal of legal and financial trends in dealmaking, showcased partner Randall J. Baron and two recent cases, in which he was lead counsel, that reached successful milestones, leading to “[a] big autumn for the plaintiffs bar in Wilmington.” The December issue commended Baron for “prevail[ing] in Rural/Metro, and . . . com[ing] up big in Dole Foods.”

Robbins Geller and co-counsel were appointed lead counsel in the Rural/Metro case after successfully objecting to an inadequate settlement that did not take into account evidence of defendants’ conflicts of interest.  In a post-trial opinion, the Delaware Court of Chancery found defendant RBC Capital Markets, LLC (“RBC”) liable for aiding and abetting Rural/Metro’s board of directors’ fiduciary duty breaches in the $438 million buyout of Rural/Metro.

Just last month, the Delaware Supreme Court affirmed the rare trial victory in which RBC was ordered to pay nearly $100 million as a result of its wrongdoing, the largest damage award ever obtained against an investment bank for its role as a merger adviser. The Delaware Supreme Court affirmed the Chancery Court’s decision against RBC “because its bankers distorted the ambulance company’s auction by scheming unsuccessfully to provide stapled financing to Warburg Pincus without telling the Rural/Metro directors.”

In the Dole case, Robbins Geller and co-counsel went to trial in the Delaware Court of Chancery on claims of breach of fiduciary duty on behalf of Dole Food Co., Inc. shareholders.  The litigation challenged the 2013 buyout of Dole by its billionaire Chief Executive Officer and Chairman, David H. Murdock.  On August 27, 2015, the court issued a post-trial ruling that Murdock and fellow director C. Michael Carter – who also served as Dole’s General Counsel, Chief Operating Officer and Murdock’s top lieutenant – had engaged in fraud and other misconduct in connection with the buyout and are liable to Dole’s former stockholders for over $148 million, the largest trial verdict ever in a class action challenging a merger transaction.

The journal also referenced a previous case in which Robbins Geller served as lead counsel, In re Del Monte Foods Co. S’holders Litig., a case that also changed Wall Street practices and provided one of the largest recoveries ever for shareholders in Delaware.

Baron and the M&A group have recovered over a billion dollars for shareholders in cases challenging unfair mergers and acquisitions, and have been instrumental in shaping the legal landscape underlying breach of fiduciary duty jurisprudence in the context of these challenges. He continues to fight to achieve substantial monetary recoveries for shareholders.


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