Rollo C. Baker IV

Rollo C. Baker IV is a founding partner of Elsberg Baker & Maruri.

Rollo is an experienced trial lawyer focused on litigating and trying complex commercial disputes. He has deep and widespread experience in a variety of subject matters, having successfully litigated cases involving securities, corporate governance, mergers and acquisitions, energy and environmental law, commercial real estate, employment law, judgment enforcement actions, the False Claims Act, and insurance. Rollo has extensive experience in the Delaware Court of Chancery in litigating fraud, MAE, and breach of fiduciary duty cases, and in courts around the country litigating both plaintiff and defense-side securities fraud matters.

Rollo has an active trial practice, having first-chaired or had leading roles in numerous bench and jury trials and arbitrations. He has been singled out by clients who note that he “is as good as I’ve seen” and that his ability to “drill-down on the witness and to flex in and out of that mode impressed and at times astonished.” Rollo has been recognized as one of the 500 Leading Litigators in America by Lawdragon, as a “Future Star” by Benchmark Litigation, and as a New York rising star “Super Lawyer” since 2019. Rollo and his colleagues were named “Litigators of the Week” by The AmLaw Litigation Daily for their trial and appellate victories in the AbStable v. MAPS $6 billion+ busted deal case. He has also been repeatedly recognized in AML’s weekly “Litigator of the Week” publication for, among other things, a case dispositive victory on summary judgment in an expedited $200 million private equity dispute following his oral argument; his leading role in the first COVID-19 era busted deal case to go to trial in which the court concluded that his client properly terminated a $6 billion sale transaction after the CEO he crossed at trial conceded that the target business had “made major material changes to its business when compared to its past practice;” and the reversal by the Delaware Supreme Court of a jury verdict in a M&A case concerning the enforceability of the parties’ agreement to limit remedies for reckless fraud.

Rollo regularly publishes updates on developments in Delaware law and has authored articles concerning, and presented on, various M&A topics, including MAE provisions, ordinary course covenants, and issues of title insurance.

Prior to founding the firm, Rollo was a partner at Quinn Emanuel Urquhart & Sullivan, where he was the co-chair of the Corporate Governance Litigation Practice.

‍Representative Matters

• Won a trial victory after a one-week trial in the Delaware Court of Chancery on behalf of Athilon Capital Corp. and its board of directors in the Quadrant v. Vertin case, defeating claims seeking hundreds of millions of dollars as well as a court order that would have forced our client to liquidate its assets and shutter its business. In its post-trial decision, the Court denied all the relief sought and allowed Athilon to carry out the long-term business strategy that Quadrant had challenged at trial. This trial victory was described in the press as a “resounding win” in a “literal bet-the-company case” that set precedent in Delaware concerning the test for legal insolvency, which was affirmed by the Delaware Supreme Court.
• Won a $63 million judgement after a three-week bench trial, in which American industrialist Len Blavatnik alleged that JPMorgan violated its obligations under agreed-upon investment guidelines, which in turn caused substantial losses. Mr. Blavatnik contended that instead of complying with the conservative guidelines, JPMorgan breached a 20% limit set for mortgage-backed securities by misclassifying securities backed by risky subprime loans as “asset-backed” rather than “mortgage-backed” securities. The Court rejected JPMorgan’s argument at trial that it should not be liable on grounds that its classification of the risky subprime securities followed “industry practice.”
• Won trial victory after one-week bench trial in Delaware Court of Chancery in the first COVID-era busted deal case in which the client sought to walk away from a $6 billion deal.  In addition to being released from deal, client obtained full recovery of its $600 million+ deposit and was awarded its full attorneys’ fees and costs.  Affirmed on appeal by the Delaware Supreme Court in an opinion setting the precedent on ordinary course covenants in deal documents. 
• Currently representing Fairstead against a former executive in actions pending in the Delaware Court of Chancery and New York state court regarding the proper interpretation of various limited liability company agreements.
• Currently representing Youbi Capital GP (a crypto related investment fund) and its principals in an action brought by putative shareholders alleging breach of contract and fiduciary duty claims.
• Represented 26 Capital Acquisition Corp., led by CEO Jason Ader, seeking specific performance of a merger agreement to consummate a NASDAQ listing of the Okada Manilla, a casino located in the Philippines.
• Represented Express Scripts in a case brought by the New York City Transit Authority claiming that Express Scripts failed to police “fraudulent, abusive or excessive” claims for compounded medication prescriptions and seeking $100 million in damages. After an eight-day trial in the SDNY, the jury awarded the Transit Authority no damages.
• Represented the co-founder of Collage.com in connection with an M&A dispute involving claims for violations of blue-sky state securities law.
• Represented Essar Global in defending against a $1.4 billion fraudulent transfer claim pending in the SDNY. Matter settled on confidential terms.
• Represented Steward Health Care System LLC in contractual disputes arising out of a $1.1 billion asset purchase agreement.
• Represented several leading venture capital funds against WeWork, Adam Neumann, and Artie Minson for alleged fraud in connection with an M&A transaction. Matter settled on confidential terms.
• Represented largest commercial bank in Ukraine (PrivatBank) against Ukrainian oligarchs and their US-domiciled conspirators in an action that has been described as the “most detailed study of large-scale money laundering” and seeks more than $600 million in damages for claims of unjust enrichment, fraudulent transfer, and violations of Ohio state RICO.
• Represented a group of hedge funds in major securities fraud opt-out case against Valeant and its former executives and various investment banks.
• Represented a group of hedge funds in securities fraud opt-out case against Mohawk Industries and current and former executives.
• Represented Maiden Holdings, Ltd. and former officers in defending against a putative securities fraud class action.
• Represented Babcock & Wilcox in action asserting breach of contract and fraud related to alleged defects in gas-fired boilers provided to a paper product manufacturer. Following motion to dismiss, fraud claim was dismissed and court ruled that the contractual damages cap would apply so long as the contract was validly formed.
• Represented Source Code Accelerate L.P. in defending against a putative securities fraud class action asserting claims under Sections 11, 12, and 15 of the Securities Act of 1933. The case concerns Qudian Inc., a Chinese online micro-lender, which held its initial public offering on the New York Stock Exchange on October 18, 2017.
• Represented RCS Media adverse to various Blackstone funds in a litigation concerning real-estate located in Milan, Italy. Following motions practice, we successfully stayed the litigation in deference to an already pending arbitration in Italy.
• Represented minority stockholder of private company whose controller intended to pursue self-interested transaction that would harm minority stockholder’s investment. After several letters challenging the proposed transaction as breaching fiduciary duties and the stockholder agreement, the controller called off the proposed transaction.
• Represented co-founder of a private tech company in connection with a dispute concerning corporate governance and defamatory statements. Obtained complete relief for client after several letters challenging the actions of the other co-founder.
• Represented Skype co-founder against claims for breach of contract and tortious interference relating to a series of private investment funds. After motion practice challenging personal jurisdiction and seeking dismissal of the claims, successfully obtained stay of all discovery and the matter settled on confidential terms.
• Represented Postmates adverse to the New York Attorney General concerning the independent contractor status of a courier used by Postmates. Obtained favorable decision for Postmates before the New York Appellate Division (3rd Department) finding that the courier was an “independent contractor.”
• Represented multiple investments funds against Goldman Sachs and other investment banks based on claims for violations of federal and state securities laws arising from the issuance of certain SunEdison securities.
• Represented Michael “Mickey” Gooch and Colin Heffron against securities fraud claims in a class action pending before Judge Pauley in the SDNY. After the class was certified, we moved for summary judgement and obtained complete dismissal of all claims with prejudice. On appeal, the Second Circuit affirmed.
• Represented AEP Generating Company (“AEPG”) and Indiana Michigan Power Company (“I&M”) in a $1.4 billion breach of contract and indemnification case brought by a series of trusts on behalf of corporate investors. The case, Wilmington Trust Co. et al. v. AEP Generating Co. et al., concerned the operation of a coal-fired power plant located in Rockport, Indiana, which was sold to plaintiffs in 1989 in a sales/leaseback transaction. After successfully moving to transfer the case from the Southern District of New York to Ohio, we obtained dismissal of most of plaintiffs’ claims. Plaintiffs subsequently withdrew their remaining claims with prejudice and appealed to the Sixth Circuit. On appeal, the Sixth Circuit affirmed in part and reversed in part the district court’s dismissal, and the case was remanded for further proceedings and was ultimately resolved between the parties.
• Represented FirstEnergy Generation LLC in confidential arbitrations and related federal litigation concerning several long-term coal transportation contracts with three national railroads. Developed deep expertise with environmental regulation impacting coal and gas-fired generation; the operation, efficiencies, and costs of various pollution control devices; and the function and operation of PJM Interconnection LLC.
• Obtained a dismissal with prejudice on behalf of American International Group (AIG), in a federal False Claims Act lawsuit alleging that AIG made false statements regarding its former subsidiaries, the American Life Insurance Company and American International Assurance Limited. Also represented AIG in a federal lawsuit against the New York State Department of Financial Services and its Superintendent alleging that the Department’s interpretation of the New York Insurance Law was unconstitutional under the Due Process and Commerce Clauses, as well as the First Amendment.
• Represented Chilean and Spanish construction companies in action against their former financial advisor, The Bank of Nova Scotia, for breach of contract and gross negligence relating to a botched financial model for a toll-road construction project in Chile.
• Represented the founder of Vinmar and a synthetic rubber company in a breach of contract and corporate governance dispute in the Delaware Court of Chancery. Matter settled on favorable terms.

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