Robert S.Faxon (Rob)

Partner

Cleveland + 1.216.586.7104

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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 is head of litigation for the Cleveland Office and 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

  • FirstEnergy sells $2.4 billion minority transmission stake to BrookfieldJones Day represented FirstEnergy Corp. in its $2.4 billion sale of a 19.9% equity stake in its subsidiary FirstEnergy Transmission, the holding company for FirstEnergy’s three regulated electric transmission businesses.
  • Cleveland-Cliffs and AK Steel obtain complete dismissal of $500 million antitrust claimJones Day clients Cleveland-Cliffs Inc. and AK Steel Corp. obtained the complete dismissal of an antitrust lawsuit filed in federal court in Houston alleging that they conspired with other steel producers to boycott competitor JSW Steel in violation of Section 1 of the Sherman Act and Texas state laws.
  • FirstEnergy officers and directors successfully resolve multiple shareholder derivative lawsuits in state and federal courtsJones Day represented certain current and former officers and directors of FirstEnergy Corp. and successfully resolved multiple shareholder derivative lawsuits in state and federal courts arising from certain corporate political activities.
  • OGE Energy being advised in unit-for-unit merger of Enable Midstream Partners LP by Energy Transfer LP for $7.2 billionJones Day advised 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.
  • USG secures affirmance by Delaware Supreme Court of dismissal of merger-related challengesJones Day represented USG Corporation in connection with litigation concerning its merger with Gebr. Knauf KG.
  • Wells Fargo provides Chapter 11 financial reorganization plan for CBL PropertiesJones Day advised Wells Fargo Bank, National Association, as administrative agent, in connection with the Chapter 11 financial reorganization plan of and secured exit financing for CBL Properties (“CBL”), a publicly traded real estate investment trust that owns and manages a portfolio of shopping malls.
  • Nine Point Energy secures trial victory clearing path for successful reorganization through sale of its assetsJones Day is representing 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.
  • 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.
  • 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.
  • 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).
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    April 2024 Commentary

    Match.com's Divorce: Delaware Supreme Court Decides Standard of Review for Controlling Stockholder Transactions

    March 2022 Commentary

    COVID-19 and Merger Litigation: Takeaways After Two Years

    January 2021 Commentary

    Delaware Court Ruling Raises Privilege Concerns for Communications With Outside Directors

    December 2020 Commentary

    Delaware Court of Chancery Provides First Guidance on COVID-19 Broken Deal Issues

    May 2019 Alert

    Delaware Supreme Court Endorses Deal Price In Statutory Appraisal Action

    December 2018 Alert

    Delaware Supreme Court Affirms Landmark MAE Ruling

    October 2018 Commentary

    Delaware Court of Chancery Finds Breach of Fiduciary Duty in Activist-Induced Sale

    October 2018 Commentary

    Delaware Chancery Court Finally Finds an MAE

    December 2016 Alert

    Proxy Access Denied: Company Rejects Investor's Attempted Use of Proxy Access Bylaw

    February 2016 Alert

    Delaware Court of Chancery Invalidates For-Cause Removal Requirement for Unclassified Boards of Directors
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    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

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