FacultyFaculty/Author Profile

Robert C. Micheletto

Jones Day
Partner
New York, NY, USA


Bob Micheletto’s practice focuses on securities and corporate governance litigation.  He represents public companies and their officers in securities class actions and shareholder derivative actions in federal and state courts throughout the United States.  He also regularly defends public companies and their directors in actions arising from mergers and acquisitions.

EXPERIENCE HIGHLIGHTS

  • Harman International Industries defends securities class action
    Jones 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 holders
    Jones 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 action
    Jones 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 Coal
    Jones 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 suit
    Jones 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 Acquisition
    Jones 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 fees
    Jones 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 Group
    Jones 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 transaction Jones 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 action
    Jones 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 order
    Jones 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 Severstal
    Jones 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 action
    Jones 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 action
    Jones 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 dispute
    Jones 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 merger
    Jones 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 claim
    On 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").


HONORS & DISTINCTIONS

2013 BTI Consulting Group's "Client Service All-Star"


EDUCATION

John Marshall Law School (J.D. with distinction 1988); DePaul University (B.S. in Business Administration 1985)


BAR ADMISSIONS

Illinois and New York



PUBLICATIONS

June 2014
Supreme Court Decision in Halliburton II Affords Welcome Tool to Defendants 

July 2013
Delaware Update: Supreme Court Awards Expectation Damages for Failure to Negotiate in Good Faith

June 2013
Delaware Update: Court of Chancery Upholds Validity of Board-Adopted Forum Selection Bylaws

April 2013
Delaware Update: Derivative Claims Dismissed Elsewhere Cannot Be Relitigated in Delaware

April 2013
Securities Litigation Defense Implications from the Supreme Court's Amgen Opinion 

February 2013
Delaware Update: Chancellor Strine Proposes New Approach to Multijurisdictional Shareholder Litigation

December 2012
Delaware Update: LLC Managers Have Fiduciary Duties

December 2012
Delaware Update: Impact of Derivative Action Dismissals on Absent Shareholders

June 2012
Delaware Court Resuscitates a Derivative Lawsuit Despite Dismissal with Prejudice in Another Forum

May 2012
Delaware Update: The Implied Standstill

March 2012
Conflicts of Interest Continue to Dominate in Recent M&A Litigation

March 2012
The Most Recent Reminder that Delaware Courts Continue to Focus on Conflicts of Interest

June 2011
Delaware Supreme Court Reaffirms Disgorgement as Insider Trading Remedy

June 2011
Supreme Court Clarifies What It Means To "Make" a Statement for Rule 10b-5 Liability

June 2011
Delaware Court of Chancery Clarifies Revlon Applicability in Mixed-Consideration Transactions

Spring 2007
When Secondary is Primary: Scheme Liability Under Rule 10b-5(a) and (c), Practice Perspectives: Securities and Shareholder Litigation & SEC Enforcement

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