Rollo Baker 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 commercial real estate, corporate governance, mergers and acquisitions, securities, energy and environmental law, employment law, the False Claims Act, and insurance. Rollo has extensive experience in Delaware Chancery Court in litigating fraud, MAE, and breach of fiduciary duty cases.
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 a New York rising star "super lawyer" since 2019, and has 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 deal buster 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.
Before joining the firm, Rollo served as a law clerk to the Honorable Mary Ellen Barbera, Chief Judge of Maryland’s highest court. During law school, Rollo was a student attorney in Georgetown’s Criminal Justice Clinic, where he represented numerous indigent defendants in D.C. Superior Court and before the U.S. Parole Commission. He was also a senior annual survey editor for the American Criminal Law Review.
- American Electric Power
- Babcock & Wilcox
- Indiana Michigan Power Company
- FirstEnergy Corp.
- American International Group
- Express Scripts
- Merced Capital
- Mirae Assets
- Catalyst Investors
- Representing Mirae Asset Management in Delaware Court of Chancery litigation arising out of termination of $6 billion sale transaction involving issues of MAE and Ordinary Course Covenants. After a one week zoom trial, the Court found that Mirae properly terminated the transaction and was entitled to the return of its $580 million deposit and an award of $33.5 million in attorneys’ fees. See, e.g., Delaware judge excoriates Gibson Dunn in Anbang/Mirae busted deal ruling.
- Representing former owners of technology company sold to WeWork in exchange for WeWork stock in M&A-related case against WeWork, Adam Neumann, and Artie Minson for fraud and negligent misrepresentation.
- Representing 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.
- Representing as co-lead counsel stockholders of Vaxart Inc. in an action asserting direct and derivative claims against the controlling stockholder and Board members in connection with self-interested transactions designed to enrich the defendants at the expense of Vaxart and its public stockholders.
- Representing a group of hedge funds in a major securities opt-out case against Valeant and its former executives and various investment banks.
- Representing Maiden Holdings, Ltd. and former officers in defending against a putative securities fraud class action. Plaintiffs claim that Defendants are responsible for misrepresentations about Maiden and its business, including Maiden’s risk management and underwriting policies and practices.
- Representing 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.
- Representing 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.
- Representing RCS Media adverse to various Blackstone funds in a litigation concerning Italian 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 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.” See “Postmates Workers Not Employees, NY Appeals Court Says,” Law360, June 22, 2018.
- 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 Southern District of New York. 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.
- Won complete defense verdict (Plaintiff was awarded nothing) after a week-long bet-the-company trial in which we successfully defended a company and its board of directors against claims of breach of fiduciary duty and breach of contract. We represented Athilon Capital Corp. and its board of directors against Quadrant Structured Products LLC in a lawsuit in Delaware Chancery Court in which Quadrant sought not only $200 million—but also an order requiring Athilon to liquidate its assets and shut its business down entirely. After a week-long trial, the court issued a post-trial decision that denied all the relief Quadrant requested, and permits Athilon to continue executing the long-term business strategy that Quadrant challenged at trial. See “Quinn Emanuel Delivers in a Literal Bet-the-Company Case,” Am Law Litigation Daily, 10/21/15. The decision was affirmed in its entirety on appeal. See “Del. High Court Affirms Athilon Win In Note Buyback Suit,” Law360, 11/1/16.
- Won a judgment awarding $63 million 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.” See “JPMorgan Liable To Leonard Blavatnik Over Mortgage Losses,” Reuters, 8/26/13; “Blavatnik Award in JPMorgan Case Raised to $63M,” Law360, 8/29/13.
- Representing 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., (filed July 26, 2013 in the S.D.N.Y), concerns 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 the majority 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.
- 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 Delaware Chancery Court.
- Georgetown University Law Center
(J.D., cum laude, 2010)
- Dean's List
- Franklin and Marshall College
(B.A., Political Science and Economics, magna cum laude, 2007)
- The State Bar of New York
- United States District Court:
- Southern District of New York
- Law Clerk to the Chief Judge Mary Ellen Barbera:
- Maryland Court of Appeals, 2010-2011
- Defining a Pandemic in Commercial Contracts (Co-author with Jonathan Feder), Insights – The Corporate & Securities Law Advisor, Volume 35, No. 1 (January 2021).
- Ordinary Course in Extraordinary Times, Co-authored with Chris Kercher, Kimberly Carson, and Jonathan Feder, Law.com (2020).
- Delaware Supreme Court Upholds Forum Selection Clause Provisions for Securities Act Claims, Coauthor with Jesse Bernstein, Law.com (2020).
- US Outlook: Top Questions About Commercial Leases & Rent Obligations Amid Coronavirus Outbreak (2020).
- Foreign Corrupt Practices Act, in ANNUAL SURVEY OF WHITE COLLAR CRIME, 47 AM. CRIM. L. REV. 647 (2010).
- Tax Violations, in ANNUAL SURVEY OF WHITE COLLAR CRIME, 46 AM. CRIM. L. REV. 1099 (2009) (Co-author).