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Robert H. Baron

Partner, Litigation

Robert H. Baron is a partner in Cravath’s Litigation Department and serves as the department’s Managing Partner. He has handled major commercial cases brought as individual and class actions in federal and state courts, including the representation of major domestic and foreign issuers and financial institutions in litigation related to securities offerings and trading, complex structured financing transactions and mergers and acquisitions.

Mr. Baron’s representative cases include:

M&A and Business Transactions Litigation

  • 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 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 Chinese company Charm Communications and a special committee of its board of directors in purported class action litigation filed in New York federal court challenging Charm’s going‑private transaction. The complaint was dismissed and the transaction closed.
  • 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.
  • 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 HCA Inc. and its directors in shareholder class action litigation filed in Tennessee and Delaware courts challenging the $33 billion leveraged buyout of HCA by a consortium of private equity firms (preliminary injunctions denied).
  • 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, the transaction closed. Plaintiffs in the Delaware action subsequently filed an amended complaint which dropped IBM as a defendant.
  • Represented Lender Processing Services in consolidated derivative and class action litigation filed in Florida state court and related class action litigation in the Delaware Court of Chancery arising from the company’s $4.3 billion sale to Fidelity National Financial. The parties agreed to a settlement in the Florida action and the transaction closed on schedule. The Delaware litigation was voluntarily dismissed by plaintiffs.
  • Represented Life Technologies Corporation and its independent directors in shareholder class action litigation filed in the Delaware Court of Chancery and California state court related to the company’s $15.8 billion sale to Thermo Fisher Scientific. All of the actions challenging the transaction were dismissed and the transaction closed.
  • Represented The Linde Group in shareholder class action litigation filed in Florida state court challenging its $4.6 billion acquisition of Lincare Holdings Inc. The plaintiffs’ preliminary injunction motion was denied, the merger closed, and the case was dismissed.
  • 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. The case was dismissed (motion to dismiss granted in May 2016).
  • 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 the case was dismissed in May 2016.
  • Representing Pinnacle Foods 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 is pending.
  • Representing Precision Castparts Corp. and its board of directors in purported shareholder class action litigation in Oregon state court challenging Precision’s $37 billion acquisition by Berkshire Hathaway. The transaction closed in January 2016. The action is still pending.
  • 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 Scientific Games Corporation and certain of its affiliates in purported class action litigation filed in Nevada state court challenging Scientific Games’ $5.1 billion acquisition of Bally Technologies. The transaction closed and the parties reached a settlement of the litigation.
  • Has advised JPMorgan, Goldman Sachs, Credit Suisse, UBS, Barclays and other investment banking firms in connection with litigation arising out of transactions in which they acted as financial advisor.

Securities 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.
  • Representing Merck & Co. in consolidated, 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®. Mr. Baron also represented Merck in related shareholder derivative actions in federal and state court and related ERISA class action litigation.

General Commercial Litigation

  • Representing A.J. Richard & Sons, Inc. as plaintiff in a lawsuit filed 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 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.
  • 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 the banks in securing the dismissal of follow‑on litigation filed against the banks in Texas state court, which was affirmed on appeal, and currently represents them in a similar suit in 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.
  • Representing Ripplewood Advisors LLC as plaintiff in a lawsuit filed in New York state court against Callidus Capital SIA and its principal concerning a purported partnership agreement in which Callidus claims it is entitled to an equity stake in Citadele banka, a bank in which Ripplewood acquired a controlling interest from the Latvian government.
  • 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.

Mr. Baron was named a Leading Trial Lawyer by The Legal 500 United States from 2012 through 2016 and has been recognized by that publication for his work in securities litigation, financial services litigation, mergers and acquisitions litigation, trade secrets litigation, commercial litigation and appeals. From 2007 through 2016, he was cited as one of the country’s leading practitioners in securities and general commercial litigation by Chambers USA: America’s Leading Lawyers for Business. Mr. Baron was named a “National Star” for his securities work and was named a “Local Litigation Star” in the New York area by Benchmark Litigation from 2008 through 2016. The Best Lawyers in America named Mr. Baron a leader in commercial litigation from 2009 through 2016 and as a leader in mergers and acquisitions and securities litigation from 2011 through 2016. He was also named to Lawdragon’s list of 500 Leading Lawyers in America from 2007 through 2016 and to its list of 100 Lawyers You Need to Know in Securities Litigation. Mr. Baron and his colleagues also earned the distinction of “Law Firm of the Year” in M&A Litigation in both the 2013 and 2016 editions of the U.S. News & World Report‑Best Lawyers “Best Law Firms” survey.

Mr. Baron received an A.B. cum laude from Princeton University in 1978 and his J.D. cum laude from Harvard Law School in 1981. Mr. Baron joined Cravath in 1981 and became a partner in 1988. Mr. Baron has served as Managing Partner of the Litigation Department since September 2010.

Mr. Baron is a member of the International Bar Association.

Mr. Baron may be reached by phone at +1‑212‑474‑1422 or by email at rbaron@cravath.com.

Contact
+1 (212) 474-1422
+1 (212) 474-3700