The National Law Journal Names Randall J. Baron a 2016 M&A Trailblazer
Once again, The National Law Journal has named Randall J. Baron to its annual list of 2016 M&A Trailblazers. The publication honors select attorneys for their impact on the “M&A landscape through new types of strategies or innovative court cases.” The National Law Journal seeks those who have “decisively altered the playing field” in mergers and acquisitions.
Baron has worked to advance the practice of shareholder merger and acquisition litigation to achieve substantial monetary recoveries for shareholders for almost two decades. The National Law Journal 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, the largest M&A class action recovery in history. The publication added that “[m]ore recently, Baron has focused more on third-party actors, such as investment bankers, and not solely directors and senior officers.”
While serving as co-lead counsel in the Rural/Metro case, Baron 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. He showed that RBC, motivated by undisclosed conflicts of interest, “created the unreasonable process and informational gaps” resulting in violations of law. The Delaware Supreme Court issued a landmark opinion affirming the judgment in November 2015.
Additionally, Baron, along with co-counsel, obtained $148 million on behalf of Dole Food Company, Inc. shareholders, finding CEO and Chairman, David Murdock (and its former Chief Operating Officer, Michael Carter) liable for breaches of fiduciary duty. In 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.
“You start from the premise that when large amounts of money change hands, there is an opportunity for some to take what they don’t deserve,” remarked Baron. “We have recovered over a billion dollars in just post-close common funds and hundreds of millions more in increases before close.”