Randall J. Baron
Shareholder Litigation · M&A Trials · Fiduciary Duty · Stockholder Rights
When corporate directors use their position of trust to benefit themselves instead of the stockholders they serve, they will be held accountable.
Seventy Felony Trials Before the First Merger Case
Randall J. Baron learned to try cases where the stakes were measured in years, not dollars. From 1990 to 1997 he served as a Los Angeles County deputy district attorney, trying more than seventy felony cases in courtrooms across the county, and from 1994 to 1997 he worked in the office's Special Investigation Division. Criminal trials taught him to examine witnesses, order proof for a jury, and make decisions under pressure — and he carried those instincts into a field where trials are rare and the willingness to actually hold one changes what a case is worth.
For nearly two decades, Baron has headed a team of lawyers at Robbins Geller whose accomplishments include instrumental rulings at both the injunction and trial phases and establishing the liability of financial advisers and investment banks. He has been responsible for recovering more than a billion dollars for shareholders. The results below share a signature: transactions reconstructed closely enough to assign responsibility, and claims carried far enough that the other side had to answer for them.
Dole: A Controller Transaction Tried to Judgment
Baron worked with co-lead counsel on the stockholder team that tried a challenge to David Murdock's take-private acquisition of Dole Food in the Delaware Court of Chancery in February 2015.
The trial asked whether a formally constituted special committee and a minority vote could protect a transaction when the controller and a senior officer had distorted the information on which those protections depended. Baron and the team developed the committee materials, projections, communications, testimony, and valuation evidence needed to answer that question — reconstructing where the sale-process information had been distorted, who participated, and how the distortion affected value.
After trial, Vice Chancellor J. Travis Laster found that Murdock and Michael Carter breached their duty of loyalty by undermining the special committee through false projections and other intentional conduct. The court held them jointly and severally liable for $148,190,590.18, calculated as an additional $2.74 per share. Live testimony, credibility evidence, transaction documents, and valuation proof — concerning the information supplied to the special committee, the participants in the process, and the effect on stockholder value — produced one of the signature post-trial judgments in modern Delaware law.
Rural/Metro and an Adviser's Incentives
Baron and co-counsel Joel Friedlander led the Rural/Metro stockholder case through trial. Stockholders challenged the company's 2011 sale and alleged that RBC Capital Markets pursued financing interests while advising the board.
The Court of Chancery held RBC liable for aiding and abetting fiduciary breaches and entered a judgment approaching $100 million. With related resolutions, total relief was reported at nearly $110 million. The Delaware Supreme Court affirmed the central ruling against the bank.
The case required the plaintiff team to determine when RBC's financing incentives arose, what the board knew, how the advice was framed, and how the adviser's conduct contributed to the fiduciary breaches. Baron and Friedlander connected the transaction chronology, financing incentives, board knowledge, communications, advice, and causation to the breaches recognized by the trial court and sustained on appeal. The appellate ruling preserved the trial court's account of how an adviser's undisclosed conflicts and participation could help cause a board to breach its duties during a sale — a different theory and remedial path from Dole, but the same discipline of reconstructing the transaction closely enough to assign responsibility.
Del Monte and the Banker on Both Sides
In the Del Monte Foods stockholder litigation, Baron exposed the practice of investment bankers participating on both sides of large merger transactions — advising the seller while positioning to finance the buyer. The case produced an $89 million settlement for Del Monte shareholders and put the conflict itself into the light, where boards, advisers, and courts have had to reckon with it ever since.
Kinder Morgan and a $200 Million Class Fund
Former Kinder Morgan shareholders challenged the 2007 management-led buyout and obtained nationwide class certification. Baron's team took more than thirty depositions and reviewed more than 650,000 pages produced by defendants and third parties.
After extensive briefing on five summary-judgment motions, the parties placed $200 million in a common fund for the represented class — an unprecedented recovery in merger-and-acquisition class litigation. Certification defined the represented claims; depositions tested the participants' explanations; the documentary record reconstructed valuation, negotiation, financing, and disclosure. By the time the matter resolved, the team had developed those issues through discovery and mature dispositive briefing rather than relying on the settlement figure alone.
Bioverativ From Books and Records to Trial Preparation
The Bioverativ stockholder action began with a pre-suit investigation of corporate books and records concerning the company's sale to Sanofi. The pre-suit records allowed the plaintiff to plead a detailed chronology before ordinary discovery and to separate the claims by participant. In 2022, the Court of Chancery denied motions to dismiss the central sale-process and insider-trading claims, allowing the matter to proceed into merits discovery.
The litigation first produced an $84 million settlement with former officers and directors. The plaintiff continued preparing the remaining insider-trading claims for trial, and one week before the scheduled Chancery trial, those defendants agreed to pay another $40 million. The court approved the second agreement in September 2024, bringing the total recovery for Bioverativ stockholders to $124 million. Continued trial preparation kept the remaining claims moving until the week before the scheduled proceeding — and produced the second stage of the recovery.
Trial Experience and Current Practice
Baron is a partner in Robbins Geller's San Diego office. He focuses on securities litigation, corporate takeover disputes, fiduciary-duty actions, and shareholder claims arising from mergers and acquisitions. His other matters have included the WorldCom opt-out actions, Dollar General, a $60 million partial settlement in the Tesla stockholder litigation concerning the SolarCity acquisition, and a hotel-sale case in which his team objected to a settlement that was unfair to the class, litigated the fiduciary claims itself, and converted the matter into a $25 million common fund of actual cash for shareholders.
M&A disputes impose two different tempos, and Baron's practice covers both. An injunction request may require investigation, briefing, depositions, and expert work before a stockholder vote or closing. A matter that continues after closing needs a merits theory capable of surviving discovery, dispositive motions, and trial. Each phase demands a different record; his cases have built both.
He earned his B.A. from the University of Colorado at Boulder and his J.D., cum laude, from the University of San Diego School of Law.