Robert S.Faxon (Rob)

Partner

Cleveland + 1.216.586.7104

Comfortable in the courtroom and the boardroom, Rob Faxon represents and counsels companies and their D&Os in material transactions, commercial litigation, and governance issues. Rob has represented companies in federal and state courts around the country, including frequent appearances in Delaware Chancery Court and other specialized commercial dockets. He has worked with companies in industries including construction materials, metals, mining, automotive, complex manufacturing, polymer, and financial services as well as investment banking and private equity.

Rob was the lead trial lawyer for a public company in expedited litigation against its merger partner in Delaware Chancery Court. He has counseled and represented companies in mergers on issues ranging from termination of the merger agreement, shareholder activism, defending against plaintiff strike lawsuits and other disruptive litigation, and on the application of Ohio's Control Share Acquisition Act. He has extensive experience in commercial litigation trying cases for both plaintiffs and defendants, including Macy's 2013 trial against JCPenney and Martha Stewart in New York. More recently, Rob has represented Owens Corning and Cleveland-Cliffs in significant litigation against customers and competitors. Also, he was lead counsel for CTS Corp., an automotive parts manufacturer identified by Toyota in its 2010 recall involving so-called unintended acceleration.

Rob has volunteered his time to prosecute attorney ethics violations before the Ohio Supreme Court and serve as a member of the Cleveland Bar Association Grievance Committee, which supervises attorney conduct. He also has successfully sought commutation on behalf of federal prisoners from the Obama administration.

Experience

  • Nine Point Energy secures trial victory clearing path for successful reorganization through sale of its assetsJones Day represents an oil and gas exploration and production company, Nine Point Energy, that is the Debtor in a chapter 11 bankruptcy case, leading to the successful ruling from the bench concluding that at least $150 million of the $157 million in liens asserted by Caliber were invalid, thus, clearing the path for the successful reorganization of Nine Point through a sale of its assets.
  • Ohio corporation obtains dismissal of shareholder lawsuits seeking inspection of books and records under Ohio statutory and common lawJones Day's client, FirstEnergy Corp., secured dismissal of lawsuits by beneficial shareholders seeking to inspect corporate books and records.
  • Ferro Corporation sells its global Tile Coatings Business to Lone Star Funds for $460 millionJones Day advised Ferro Corporation, a leading global supplier of technology-based performance materials, in the sale of its global Tile Coatings Business to Pigments Spain, S.L., a portfolio company of Lone Star Funds, for $460 million in cash, with potential earnout payments of up to $32 million in cash based on the performance of the business pre-closing, subject to customary adjustments.
  • OGE Energy being advised in unit-for-unit merger of Enable Midstream Partners LP by Energy Transfer LP for $7.2 billionJones Day is advising OGE Energy Corp. ("OGE") in connection with the acquisition of Enable Midstream Partners LP by Energy Transfer LP in a unit-for-unit merger transaction valued at $7.2 billion.
  • Wells Fargo-led syndicate of lenders successfully negotiate secured $1.1 billion restructuring credit facility for Pennsylvania Real Estate Investment Trust (PREIT)Jones Day represented Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, in connection with the Chapter 11 financial reorganization plan of Pennsylvania Real Estate Investment Trust (“PREIT”), a publicly traded real estate investment trust that owns and manages a portfolio of shopping malls totaling over 23 million square feet of retail space.
  • Cleveland-Cliffs acquires ArcelorMittal USA for approximately $1.4 billionJones Day advised Cleveland-Cliffs Inc. in connection with the acquisition and financing of substantially all of the operations of ArcelorMittal USA for approximately $1.4 billion.
  • USG overcomes merger-related challengesJones Day represented USG Corporation in connection with litigation concerning its merger with Gebr. Knauf KG.
  • FirstEnergy defends against securities suitJones Day represented FirstEnergy Corp. in a securities lawsuit in which plaintiffs alleged misstatements relating to corporate political activities and compliance.
  • FirstEnergy's subsidiary will emerge from bankruptcy and separate from parentJones Day represented FirstEnergy Corp. and its non-debtor affiliates (FirstEnergy) in connection with the chapter 11 cases commenced on March 31, 2018, by its subsidiary First Energy Solutions, Inc. and certain of its other unregulated subsidiaries in the Northern District of Ohio, which are some of the largest chapter 11 cases to be filed in Ohio in recent memory.
  • ArchEng and Vidaris obtain preliminary injunction against former employee currently working for competitorJones Day, on behalf of ArchEng Holding Company and Vidaris, Inc., obtained a preliminary injunction preventing a former employee from holding essentially the same position with a competitor of Vidaris.
  • Calgon Carbon acquired by Kuraray for $1.3 billionJones Day advised Calgon Carbon Corporation (NYSE:CCC) in its $1.3 billion all-cash acquisition by Kuraray Co., Ltd. (TSE:3405).
  • Stillwater Mining acquired by Sibanye Gold for $2.2 billionJones Day advised Stillwater Mining Company in its $2.2 billion acquisition by Sibanye Gold for $18 per share in cash.
  • Jones Day client receives commutation of sentence from President ObamaOn Tuesday, November 22, 2016, the U.S. Office of the Pardon Attorney notified a Jones Day team that President Obama had granted their client’s clemency petition.
  • Former board members of OM Group, Inc. defend shareholder litigationJones Day represented the former members of the board of directors of OM Group, Inc. in connection with shareholder litigation filed in Delaware Chancery Court arising out of the company's $1.03 billion acquisition by funds managed by affiliates of Apollo Global Management, LLC.
  • Molycorp emerges from bankruptcy as Neo Performance MaterialsJones Day advised Molycorp, Inc. in the bankruptcy buyout of the company by Oaktree Capital Management, L.P.
  • FirstMerit acquired by Huntington Bancshares for $3.4 billionJones Day advised the Board of Directors of FirstMerit Corporation in the $3.4 billion sale of FirstMerit to Huntington Bancshares.
  • Southern Air sold to Atlas Air Worldwide for $110 millionJones Day represented the Board of Directors of Southern Air Holdings, Inc. in connection with its $110 million sale to Atlas Air Worldwide Holdings, Inc. (NASDAQ: AAWW).
  • Polypore sells the Company to Asahi Kasei for $3.2 billionJones Day advised Polypore International, Inc. (NYSE:PPO) in its definitive agreements for the sale of the Company to Asahi Kasei Corporation (TSE1:3407), through a U.S. subsidiary, for $60.50 per share in cash.
  • Polypore's Separation Media business sold to 3M for $1 billionJones Day advised Polypore International, Inc. on its $1 billion sale of its Separations Media business, which provides microporous membranes and modules for filtration in the life sciences, industrial, and specialty segments, to 3M Company.
  • Explorys acquired by IBMJones Day advised Explorys, Inc. in connection with its merger with IBM.
  • Speaking Engagements

    • December 2014
      Minimizing Post-Closing Disputes: Tips On What To Watch For And What To Avoid
    • December 2010
      Crisis Management: Essential Considerations Before Disaster Strikes
    • December 2008
      Ohio's New Business Court
    • December 2007
      The Effects of the Class Action Fairness Act and Recent Tort Reform Efforts
    • September 2007
      Resolving Post-Closing Disputes
    • April 2007
      Taking and Defending Effective Depositions
    • September 2006
      Defending Depositions
    • March 2005
      Tort Reform - A Focus on Ohio's Efforts