Robert S.Faxon (Rob)

Partner

(T) 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. In 2010, 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

  • 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.
  • USG overcomes plaintiffs' attempt to enjoin merger voteJones Day successfully defended USG Corporation and its board from a preliminary injunction brought to enjoin the stockholders' vote on a proposed merger.
  • 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.
  • Macy's prevails at trial against J.C. Penney for tortiously interfering with Macy's contract with Martha Stewart Living OmnimediaOn June 16, 2014, the Supreme Court of the State of New York granted Jones Day client Macy's, Inc. a complete victory, after trial, against J.C. Penney Corporation, Inc. for tortious interference with a license agreement between a Macy’s affiliate and Martha Stewart Living Omnimedia, Inc. ("MSLO").
  • Diebold obtains dismissal of breach of contract claimJones Day client Diebold, Incorporated obtained dismissal of an $11 million breach of contract claim filed by Webster Bank N.A. involving a subcontractor who was convicted of fraud and the theft of millions of dollars from several banks.
  • PolyOne defends lawsuits alleging breach of fiduciary dutyJones Day defended PolyOne Corporation in five lawsuits in federal and state court alleging breach of fiduciary duty and aiding and abetting claims in connection with PolyOne's acquisition of Spartech.
  • R.J. Reynolds wins jury verdict in Junious ''Engle progeny'' lawsuitOn October 20, 2011, after two and a half weeks of trial, a state court jury in Miami, Florida returned a verdict in favor of Jones Day client R.J. Reynolds Tobacco Company and another defendant in this "Engle progeny" wrongful death lawsuit.
  • RHJ International sells its 77.9% ownership of Niles Co. to Valeo for ¥15.4 billion (€135 million)Jones Day advised RHJ International SA in its sale of its 77.9% interest in Niles Co., Ltd., a Japanese auto parts manufacturer, to Valeo SA, a worldwide leader in the interior controls market, for a total cash consideration of ¥15.4 billion (€135 million).
  • Harsco acquires ESCO Interamerica, Ltda.Jones Day advised Harsco Corporation in its acquisition of ESCO Interamerica, Ltda., one of Latin America's premier engineering and equipment services providers to the infrastructure sector and the number one market leader in Central America and the Caribbean.
  • Cliffs Natural Resources defeats motion for temporary restraining orderJones Day represented Cliffs Natural Resources Inc. ("Cliffs") in an action filed by Alpha Natural Resources, Inc. ("Alpha") in the Delaware Court of Chancery seeking to enjoin Cliffs from rescheduling its stockholders' meeting and vote to approve an Agreement and Plan of Merger dated as of July 15, 2008 by and among Cliffs (f/k/a Cleveland-Cliffs Inc.), Alpha Merger Sub, Inc. (f/k/a Daily Double Acquisition, Inc.), a wholly-owned subsidiary of Cliffs, and Alpha (the "Merger Agreement").
  • Cyro-Cell's board of directors successful in defense of dissident shareholders attempt to remove incumbent directorsJones Day defended Cyro-Cell International, Inc.'s board of directors against a challenge to their election brought by a dissident who had nominated a competing slate of directors at the company's annual meeting.
  • 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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