Robert C.Micheletto

Partner

New York + 1.212.326.3690

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Bob Micheletto has more than 25 years of experience defending corporations and their officers and directors in securities, shareholder, and derivative litigation in federal and state courts throughout the United States. He also has considerable experience litigating M&A, corporate governance, and general commercial disputes (particularly those involving commercial real estate).

Some of Bob's recent representations include defending federal securities fraud class action lawsuits for Harman International Industries, comScore Inc., International Coal Group, officers of Cognizant Technology Solutions Corporation, and Rio Tinto PLC. In addition, Bob recently represented Reynolds American, Inc. (RAI) in 11 shareholder lawsuits in Delaware Chancery Court and one in the North Carolina Business Court (in which he also represented RAI's board of directors) arising out of RAI's acquisition of Lorillard Inc. He also represented RAI and its board of directors in two shareholder lawsuits in the North Carolina Business Court arising out of the acquisition of RAI by British American Tobacco. Bob also recently represented certain officers and directors of AbbVie, Inc. and Abbot Laboratories in a consolidated shareholder derivative action pending in Delaware Chancery Court.

Experience

  • Harman International Industries defends securities class actionJones Day represents Harman International Industries, Incorporated and certain of its officers and directors in a securities fraud class action lawsuit pending in the District of Columbia.
  • Lehman Brothers obtains dismissal of Texas securities class action filed by Enron Corporation securities holdersJones Day represented Lehman Brothers Holdings Inc and Lehman Brokers Inc. (collectively "Lehman") in a securities fraud class action filed by purchasers of Enron Corporation's publicly traded securities.
  • International Coal Group resolves securities class actionJones Day represented International Coal Group, Inc. and certain directors and officers in a class action alleging disclosure violations regarding mine safety issues affecting open market purchasers of Common Stock.
  • International Coal Group involved in several class action lawsuits challenging the tender offer by, and second-step merger with, Arch CoalJones Day represented International Coal Group, Inc. ("ICG") and its officers and directors in several class action lawsuits filed in May 2011 in Delaware and West Virginia state courts and West Virginia federal court challenging the tender offer by, and second-step merger with, Arch Coal, Inc.
  • Goodrich and its board of directors involved in shareholder class-action litigation suitJones Day represented Goodrich and its board of directors in shareholder class-action litigation seeking to enjoin the merger of Goodrich with United Technologies Corp. Plaintiffs claim that the directors breached fiduciary duties of care and loyalty by pursuing a flawed process to sell the company, resulting in an inadequate sale price.
  • Special Committee of Board of Directors of Rewards Network reaches settlement in class action lawsuit challenging tender offer by EGI AcquisitionJones Day represented the Special Committee of the Board of Directors of Rewards Network, Inc. ("Rewards Network") in a class action lawsuit filed in November 2010 in Illinois state court by Discovery Partners, a shareholder of Rewards Network, on behalf of all holders of Rewards Network's common stock (other than Defendants and their affiliates), challenging the proposed tender offer by EGI Acquisition, L.L.C. ("EGI Acquisition"), an affiliate of Equity Group Investments, L.L.C. (collectively "EGI"), to acquire all of the shares of Rewards Network common stock not owned by EGI Acquisition.
  • Lehman Holdings defends actions brought by Barclays for alleged failure to pay placement feesJones Day represented Lehman Brothers Holdings Inc. and certain Real Estate Funds, which were all at one time owned by Lehman (collectively, "Lehman") in two actions brought by Barclays alleging that Lehman failed to pay more than $30 million dollars in placement fees to the "Private Investment Management" group, a former division of Lehman that was purchased by Barclays.
  • OSG America Conflicts Committee successfully settles lawsuits challenging tender offer by Overseas Shipholding GroupJones Day represented OSG America L.P., its general partner, and the conflicts committee of the board of directors of its general partner in several class action lawsuits filed in New York and Florida state courts challenging the tender offer by Overseas Shipholding Group, Inc. to acquire all of the outstanding publicly held common units of OSG America, L.P.
  • International banks act as security trustee and collateral manager in context of back-to-back total return swap transactionJones Day advised the London branches of two international banks in their capacities as security trustee and collateral manager of a back-to-back total return swap transaction following the receipt of tainted funds that emanated from an alleged multimillion dollar fraud perpetrated by Marc Dreier.
  • PLVTZ officers resolve securities fraud actionJones Day represented former officers of PLVTZ, Inc. (PLTVZ) in an action asserting claims for violation of New Jersey's securities fraud statute for fraudulent and negligent misrepresentations in connection with YA Global's purchase of a $22 million secured convertible debenture and warrant from PLVTZ in August 2007.
  • 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").
  • Optima International of Miami represented in action to enjoin merger of WCI Steel and OAO SeverstalJones Day represented Optima International of Miami, Inc. ("Optima") in an action in Delaware Chancery Court seeking to enjoin the merger of WCI Steel, Inc. and OAO Severstal.
  • Harman International Industries obtains plaintiff's voluntary discontinuance of shareholder class actionJones Day represented Harman International Industries, Incorporated and certain of its officers and directors in this class action lawsuit that was filed on May 8, 2007 in the Superior Court of the District of Columbia.
  • International Coal Group obtains dismissal of shareholder class actionJones Day represented International Coal Group, Inc. and certain officers and directors in a class action alleging disclosure violations regarding mine safety issues in offering prospectuses.
  • Mitsubishi pursues injunctive relief in N.Y. Supreme Court in international multi-million dollar letter-of-credit disputeJones Day represented Mitsubishi Corporation in a time-sensitive New York Supreme Court proceeding for a temporary restraining order and preliminary injunctive relief involving a multi-million dollar, international, letter-of-credit dispute.
  • Chevron Corporation intervenes in shareholder litigation challenging Unocal mergerJones Day represented intervenor Chevron Corporation in class action lawsuits filed in both California state and federal courts by Unocal Corporation shareholders challenging a proposed merger between Chevron Corporation and Unocal Corporation pursuant to their April 2005 Agreement and Plan of Merger.
  • DDR obtains affirmation on appeal of dismissal of fiduciary duty claimOn May 17, 2011, the New York Appellate Division, First Department, unanimously affirmed the dismissal of a fiduciary duty claim against Jones Day client Developers Diversified Realty Corporation ("DDR").
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