Jared Ruocco is Setting Precedents and Redefining Trial Law in the Covid Era

Jared Ruocco is entering a new era. At only 34, the celebrated trial lawyer has worked in Big Law and the boutique world, making a name for himself in complex commercial trial work, notably by setting a precedent in the first Covid-era busted deal case. Now, he’s teaming up with other standout lawyers to build a brand-new law firm, with a fresh ethos and a dedication to standout litigation work – Elsberg Baker & Maruri. Ruocco is a founding partner of the new firm, which opened its doors last month in New York.

AB Stable v. MAPS was the first Covid-era busted deal case and “one of the proudest moments” in Ruocco’s career. A precedent-setting victory after a one-week bench trial in Delaware Court of Chancery granted his clients full recovery of their $600M deposit and the freedom to walk away from a $6B deal in the wild west of a post-pandemic world. By all accounts, a tremendous success.

While it put him on the map, Ruocco is by no means solely focused on busted deal cases. He is at heart a trial lawyer, ready to fight for his clients in a wide array of cases, including contract disputes, fraud claims and shareholder actions.

It’s fitting then that the array of offerings at Elsberg Baker & Maruri is vast. The newly minted firm is focused on complex, high-stakes commercial litigation and arbitration work, in a wide variety of cases across a vast array of industries. The common thread is a distinct dedication to achieving success for clients in the courtroom.

“It's important for clients to know that when they're coming to a law firm, the firm has the flexibility to do whatever it is that the client needs,” says Ruocco. “Whether it's for a plaintiff or when it’s time to put up the defenses on the other side, there are different playbooks for each. Clients deserve a law firm – and a lawyer – that knows each of those playbooks very well.”

Ruocco has converted active matters and long-standing relationships from his prior firm to the new one, which means he’s hitting the ground running, with a shareholder dispute arbitration set for next month and several other confidential matters pending. The buzz about the new firm has kept their phone ringing with new matters as well – and with courtroom-hungry associates keen to join a firm focused on complex trial work.

Co-founding Elsberg Baker & Maruri is a point of pride for the accomplished attorney, who will assume a management position as he builds his own practice. The former Columbia Law lecturer comes by his hard-working nature honestly, having grown up in a small, post-industrial town in upstate New York. The dexterity and wealth of knowledge that can only come from experience has Ruocco primed for more success as he builds the firm he wants to see in the world, brick by brick.

Lawdragon: You’ve worked at a litigation boutique and in Big Law, where do you see Elsberg Baker & Maruri falling?

Jared Ruocco: Elsberg Baker & Maruri is one-of-a-kind. That's how I like to think about it. We're blazing our own path. We have these established litigators and trial lawyers coming from a number of very prominent firms, all joining together, and the focus that we have is on winning for our clients above all. It’s a client service model – everything is in service of that. We're building that by promoting a culture at the firm where everyone feels a sense of ownership and wants to do everything that they can to make the firm succeed and by extension, make our clients succeed.

We've been so fortunate at the launch of this firm to frankly be inundated with applications from extremely qualified associate candidates. That's been one of the most gratifying parts of the launch – getting to meet all these people who are interested in coming to work for us. We’re making sure that they know we are fully invested in them, and in turn, they're going to do excellent work for us and for our clients. As the partners, we will continue to expand our own practices and continue serving clients the way that we always have. It's not going to be based on any prior firm model. I don't want to pigeonhole us into any particular label, boutique or otherwise. We are a trial firm and that's what we do. We do trials.

We are offering the opportunity to come in and help shape the dynamic of a law firm, and also from a very early stage in their career, to become one of the standup trial lawyers on the team.

LD: What specifically are you noticing about the applicants?

JR: There’s a lot of excitement at the possibility of joining a new firm where they're going to have an opportunity to leave an imprint. That is one of the most unique value propositions for anyone who is joining a law firm, having an opportunity to create an entire law firm out of whole cloth. The way this firm is going to look 10 years from now is going to be really impacted by the decisions that we all make now and over the next few years.

We are offering the opportunity to come in and help shape the dynamic of a law firm, and also from a very early stage in their career, to become one of the standup trial lawyers on the team. We want a non-hierarchical structure. We want people who jump at the opportunity to stand up in court, to do arguments, to take witnesses at trial, to take depositions, to have a meaningful role in managing our relationships with our clients. Now, that's not for everyone, but the people who are compelled by this opportunity, they're going to excel the most at our firm. We want people who are industrious, who are self-starters, and who want to win at all costs for us and for our clients.

LD: Tell us about your big win in the Covid-era busted deal case that you handled in Delaware – AB Stable v. MAPS.

JR: That's one of the proudest moments in my career. Of all the cases I've ever done, that's the one where the lawyering mattered the most. That was a really hotly contested case, the outcome was not by any means predetermined – it really could have gone either way. We won a trial victory after a one-week bench trial in Delaware Court of Chancery in the first Covid era busted deal case in which the client wanted out of this $6B deal.

The deal was a sale for this portfolio of 16 luxury hotels, which was meant to close in April 2020. Like any other business, when the pandemic hit, they had to shut down the hotels. A reasonable response to the pandemic. However due to the way the contract was drafted, essentially what the court held was that the seller kept the risk of that event. Contractually they agreed through this ordinary course covenant that if that's what they were going to do, they bore the risk that the deal would not close if they had to change materially the way that the hotels were being run. It was Covid, and there was no question that the hotels were being run in a different way – they cut the staff, they closed all the amenities, you couldn't use them the way that they had ordinarily been. During the trial, the CEO admitted that the way they’d been running the hotels was completely historically unprecedented. That was cited by the judge in his post-trial opinion.

We put all that together and delivered a very compelling trial presentation and closing presentation and our client got complete victory – they got their $600M deposit back and were awarded full attorneys’ fees and costs, and they were allowed out of the $6B deal. The facts are always the facts, but in terms of presentation of facts and legal arguments, we really made a critical difference in achieving a successful outcome for the client.

I was working alongside an amazing group of lawyers over what was only the span of a few months. At that level of litigation, ordinarily it might take two or three years to get the case to trial. We did it in three months. We were affirmed on appeal by the Delaware Supreme Court in an opinion that set the precedent on ordinary course covenants in deal documents. 

I used to teach a class at Columbia, and I was having drinks with a former student a couple of weeks ago, and he mentioned the AB Stable case. I got to say, “I worked on that case.” He was pretty impressed. It was the first time I felt almost like a celebrity. He knew the case so well, he'd read the whole thing front and back, he knew the issues inside and out. It’s really a rewarding thing to know that something you've put a lot of effort into is now being taught and appreciated in law schools.

LD: I bet you get an application from him! You seem to navigate comfortably between plaintiff and defense work. Do you plan to continue that at Elsberg Baker & Maruri?

It's important for clients to know that when they're coming to a law firm, the firm has the flexibility to do whatever it is that the client needs.

JR: Yes, I like to think that I have the flexibility to do that. In some of our practice areas, we're agnostic to which side of the V we're on. When you handle an M&A dispute it just happens if you're on the buyer side or the seller side. Which party is the one who either wants the deal to close or doesn't want the deal to close or has an issue that comes up post-transaction. It’s similar in corporate governance disputes.

On the plaintiff side, recently I had a trial in Los Angeles, and I represented Dr. Anton Tutov, who's a chemist and an entrepreneur, who was essentially frozen out of his company. We got him a complete verdict with punitive damages. He got the money that he was wrongfully denied – that was a major plaintiff side victory.

But similarly, on the defense side, I represented a company called Lyon Copolymer and its controller in a Delaware Chancery Court case. It was a pretty hotly contested case and we managed to get that one resolved on a confidential but favorable basis.

It's important for clients to know that when they're coming to a law firm, the firm has the flexibility to do whatever it is that the client needs. So whether it's to file your lawsuit, marshal that lawsuit through the pretrial or pre-litigation phase – either as the plaintiff or when it’s time to put up the defenses on the other side, there are different playbooks for each. Clients deserve a law firm – and a lawyer – that knows each of those playbooks very well.

LD: What’s on your docket currently?

JR: I’ve got a shareholder dispute arbitration coming up in April. We represent a company adverse to a former executive who is accused of acting disloyally in starting a competing venture while he was still at the company, for which he was terminated. There's a dispute about whether he should still be able to retain equity in the projects the company worked on. It's one of these “business divorce” cases. We do a lot of these, where there's been a rift in the relationship or the relationship is heading toward a rift, and there's an allegation of a breach of fiduciary duty and other claims.

LD: When you were in law school, is this the kind of work that you expected to be doing? Did you think about having your own firm back then?

JR: I am from a small post-industrial city in upstate New York. No one in my family was a lawyer, let alone an M&A lawyer or a corporate governance lawyer. I'm from a pretty blue-collar background and I did not know the inner workings of corporate law or high finance or private equity or M&A – any of the things that I do now. So I really am blazing my own path.

Once I graduated from law school and started working, it became my ambition to have my own firm eventually. I’ve always had an entrepreneurial side to me – I want to leave my mark on a law firm. I've always felt that whatever I'm going to achieve, I'm going to achieve on my own terms. I'm not going to rely on anyone else to do it for me. You have to bring that attitude when you’re starting your own firm.

LD: You mentioned you taught at Columbia Law School. Is there anything that you took away from your time as a teacher there that's helped you as a lawyer?

JR: Yes, I think the longer lawyers practice, the more they forget what it was to be a junior lawyer or a law student who didn't know how to do something. When you're interacting with law students or with more junior attorneys, you really have to make sure that you are being fair in how you are breaking things down and how you’re explaining them at an elemental level. I always find that people learn the best when you are explaining why they need to do something, as opposed to just giving them a rote list. I always tried to offer insight into how this fits into the broader picture of the case and what we're doing from a strategic standpoint.

On the flip side, teaching was also a really good way for me to continually improve as an attorney. It was a legal practice course that I taught at Columbia and a lot of it is legal writing, and brief writing, and doing oral arguments. When I’d write a brief or prepare for an argument, I would write something and then think – if I was grading this, would I be okay with what I just did? When you think about it that way, you really hone your craft because you’re able to look at your own work through a more objective lens. It made me a better lawyer and a better litigator.