Edwards Angell Palmer & Dodge

Wilmington Tel 302.425.7114 Fax 302.777.7263 Download VCard

John is an established litigation attorney with a national practice that covers all facets of business law. He concentrates his practice on high-stakes corporate law and governance litigation, commercial litigation, securities and partnership matters, and pre-litigation deal counseling. John has considerable experience practicing before the Delaware Court of Chancery, the nation’s preeminent corporate law court. He is listed in Chambers USA: America’s Leading Lawyers for Business and Super Lawyers for business litigation and the handling of matters before the Delaware Court of Chancery.

John represents and counsels corporations, boards of directors, officers, individual directors, special board committees, and investors. His corporate litigation practice covers: breach of fiduciary duty claims; corporate control disputes; mergers and acquisitions litigation; actions involving the interpretation of charter provisions and bylaws; actions by directors/officers seeking advancement/indemnification; stockholder appraisal actions; stockholder requests for books and records; litigation arising out of transactions involving subsidiaries, tender offers, asset sales, capital restructurings, stockholder meetings and votes, and dissolutions; bankruptcy/insolvency considerations; corporate reporting and compliance programs; contract disputes; management-side employment agreements; D&O insurance coverage disputes; and other areas involving corporate law and governance and interpretation of the Delaware General Corporation Law.

John also has a significant local or special "Delaware counsel” practice and is often called upon by other law firms, large and small, from across the country and around the world to serve as counsel for cases pending in the Delaware courts. In addition, he frequently advises and/or issues opinions for in-house counsel and national and international law firms on Delaware law issues for transactions being handled in other jurisdictions but governed by Delaware law. When not involved in litigation, John has a significant practice advising arbitrageurs and investors in connection with pending deals and cases as well as evaluating provisions in corporate charters, bylaws, acquisition agreements and tender offer documents.

John also handles many different types of complex commercial and administrative matters in the state and federal courts of Delaware and courts throughout the country, including class actions, fraud claims, securities claims, patent infringement and intellectual property cases, deceptive trade practice, unfair competition, false advertising, banking and consumer credit card disputes, covenants-not-to-compete, civil RICO, breach of contract and other matters.

John is a former Deputy Attorney General and, in that capacity, served as General Counsel to two Delaware Cabinet Secretaries. He is a frequent author and lecturer and has appeared on CNBC as a commentator and resource on Delaware corporate law issues. John also serves as an Associate Trustee of the Lawyer’s Fund For Client Protection.

Corporate Litigation in Delaware’s Court of Chancery:

• Representation of Axcelis Technologies Inc. in defense of action involving alleging management for adherence to “Pfizer-style” corporate governance policy granting board discretion to accept or reject resignations of directors who do not obtain a majority vote
            – City of Westland Police & Fire System Retirement System v. Axcelis Technologies, Inc.
  
  
• Representation of buyer-affiliates in action alleging “best efforts” obligations pursuant to $1.73 billion merger agreement.
            – Consolidated Custodians Int’l Ltd v. Millennium Gaming, et al.
  
  
• Representation of multi-billion dollar fund in appraisal challenge to the sale of Golden Telecom to VimpelCom for $4.3 billion.
            – Global GT L.P., et al., v. Golden Telecom Inc.
  
  
• Representation of multi-billion dollar fund in appraisal challenge to the sale of Instinet to the Nasdaq Group Inc.
            – The Merger Fund et al. v. Instinet Group Inc.
  
  
• Multiple actions for appraisal of stock under Section 262 of the Delaware General Corporation Law
            – In re: Appraisal of Transkaryotic Therapies, Inc.
            – Potts v. Milestone Properties, Inc.
            – 420 Energy Investment, Inc. v. Xplor Energy, Inc.
            – Dyad Partners LLC, et al. v. SinglePoint Financial, Inc.
  
  
• Representation of acquirer in action alleging fraud and misrepresentation in acquisition agreement
            – Cobalt Operating LLC v. James Crystal Enterprises, LLC, et al.
  
  
• Action involving efforts to break multi-billion dollar merger agreement
            – In re IBP/Tyson Shareholders Litigation
  
  
• Representation of special purpose acquisition company (SPAC) in action under Section 225(b) of the Delaware General Corporation Law challenging outcome of stockholder vote to acquire PharmAthene, Inc.
            – Kinley v. Healthcare Acquisition Corp.
  
  
• Multiple representations in actions involving challenges to constitution of board of directors under Section 225 of the Delaware General Corporation Law
            – e.g., Alderstein v. Spectrumedix, et al.
            – Brandt v. CNS Response, Inc.
            – Forte Capital Partners LLC v. SmartVideo Technologies, Inc., et al.
            – Gloor v. iQuest Analytics, Inc.
  
  
• Representation of Class B holders of seats on Chicago Exchange challenging demutualization
            – CBOT Holdings Inc. v. Chicago Options Exchange Inc.
  
  
• Multiple class-actions and derivative actions challenging sale of multi-million and multi-billion dollar corporations
            – e.g., Twist Partners, et al. v. Penn Engineering & Manufacturing Corp, et al.
            – In re Telecommunications, Inc. Shareholders Litigation
            – In re LNR Property Shareholders Litigation
            – In re Talk America Shareholders Litigation
            – Shirley Simon v. Axcelis Technologies, Inc.
            – Auriga Capital v. Gatz Properties, et al.
  
  
• Actions involving claims under Section 145 of the Delaware General Corporation Law for advancement and/or indemnification of attorney’s fees and litigation expenses 
            – Duthie, et al., v. CorSolutions Medical, Inc., et al.
            – Theodore Weitz v. VXNL Int’l (ITXC) Corp., et al.
            – Kaung v. Cole National Corporation
            – Gentile v. SinglePoint Financial, Inc.
  
  
• Actions involving claims under Section 220 of the Delaware General Corporation Law for books and records
            – e.g., Deephaven Risk Arb Trading v. UnitedGlobalCom, Inc.
            – City of Westland Police & Fire Retirement System v. Axcelis
            – Fletcher v. Chelatech, Inc.
            – Escalon Medical Corp. v. IntraLase Corp.
            – Novastaar Investments LLC v. Staar Surgical Company
            – H. H. Haight v. Saraide, Inc.
  
  
• Defense of action alleging breach of fiduciary duty and breach of contract arising out of extinguishment of warrants in merger
            – Epic SMU LLC v. St. Mathews University, Inc.
  
  
• Action involving interpretation of bylaws and charter provisions
            – e.g., Blue Chip Capital Fund II Limited Partnership, et al., v. HCS Infusion Services, Inc.
            – Aspen Aerogels, Inc. v. Cabot Corporation
            – American Legacy Foundation v. Lorillard Tobacco Company
  
  
• Actions under Section 211 of the Delaware General Corporation Law governing the holding of shareholder meetings
            – CNS Response, Inc. v. Brandt
            – Rudy v. American Film Technologies, Inc.
  
  
• Defense of actions alleging self-dealing and other breaches of fiduciary duty in connection with acquisitions
            – In re National Auto Credit, Inc. Shareholders Litigation
            – Singer v. Dubreville and i2 Technologies, Inc.
  
  
• Defense of action against current and former directors alleging various breaches of fiduciary duty and looting of company
            – Gatz, et al. v. Ponsoldt, Sr., Regency Affiliates, Inc., et al.
  
  
• Action involving allegations of self-dealing stock and bond transactions
            – Gibralt Capital Corporation v. Drummond Financial Corporation, et al.
  
  
• Action challenging change-in-control payment
            – Little Switzerland, Inc. v. Hopper
  
  
• Action involving application of Section 102(b)(7) of the Delaware General Corporation Law to abdication by directors in sale of company’s “crown jewel”
            – Gaylord, et al. v. Ingersoll International, Inc., et al.
            – In re Women First Healthcare, Inc.
  
  
• Action involving publicly traded national cable company over interpretation of limited partnership agreement and rights and obligations with regard to purchase and sale of interest in partnership
            – Cablevisions Systems Corporation, Inc. v. Comcast Corporation, et al.
  
  
• Actions involving disputes over management of partnerships
            – e.g., LJM2 Co-Investment, L.P. v. LJM2 Capital Management, L.P. v. Partnership Services, LLC, et al.
  
  
• Action involving allegations of excessive compensation to chairman and CEO
            – Nadaf v. Computer Concepts Corp., et al.
  
  
• Battle for control action and challenge to loan transactions and stock options issued to chairman and CEO
            – Nassar, et al. v. American Film Technologies, Inc., et al.
  
  
• Action challenging calculation of certain earnouts in acquisition agreement
            – LaPointe, et al. v. AmerisourceBergen Corporation
  
  
• Class-action challenging issuance of new class and series of stock
            – Feldman v. Donegal Group, Inc., et al.
  
  
• Action by parent corporation against certain officers and directors of subsidiary for fraud and mismanagement
            – Netwolves Corporation v. TSG Global, Inc., et al.
  
  
• Actions involving requests for dissolution under Sections 273-276 of the Delaware General Corporation Law, Section 18-108 of the Limited Liability Company Act and similar provisions
            – FCR, LLC v. G R Technology, Inc., et al.
            – In re TKP, Inc.
  
  
• Action involving claim for redemption of preferred stock
            – Goodwin v. Advanced Medical, Inc., et al.
  
  
• Action involving claim by former chairman, CEO and controlling stockholder alleging dilution via bridge loans and reverse-stock split
            – Goldman v. Pogo.com, Inc., et al.
  
  
• Appeals from rulings by state securities commission
            – e.g., Division of Securities v. Simon Securities, et al.
  
  
• Action involving interpretation and rights under employment contract, and specific performance of same
            – Bali v. Christiana Care Health Services
  
  
• Action seeking temporary restraining order against former general counsel
            – Cross Country Bank v. Marino
  
  
• Actions to compel transfer of control block of stock
            – e.g., In re Pacificap Pacific Rim F.I., LLC
            – Red Mountain Holdings, Ltd. v. Stout Partnership
            – G&G Investments, Inc. v. Anchor Glass Container Corporation
  
  
• Action seeking injunction for violation of prohibition on commercial use of exclusive professional title
            – DAPE v. ESD, Inc.
  
  
• Actions for specific performance and tortuous interference with contractual relations
            – e.g., Nilex Corporation v. U.S. Wick Drain, Inc.
  
  
• Action challenging election process of quasi-state/professional board
            – Mirzakhalili, et al. v. Chagnon, et al.
  
  
• Action for enforcement of exclusive worldwide sales agreement and violation of trade secrets
            – Macro Management Corporation v. Aerobotics International, Inc., et al.
  
  
• Action challenging settlement of derivative litigation purporting to release substantial securities claims held by institutional investors
            – In re IBP/Tyson Shareholders Litigation

Commercial Litigation in State and Federal Courts and Administrative Fora:

• Representation of chief financial officer in securities class action
            – In re Optionable, Inc.
  
  
• Defense of action on behalf of several of the world’s largest chemical manufacturers and suppliers alleging 40-year industry-wide conspiracy related to manufacture, sale and use of vinyl chloride 
            – Sanzone v. Conoco, et al.
  
  
• Lead counsel representation for institutional investors in securities class action arising out of fraudulent efforts to break multibillion dollar merger agreement
            – In re Tyson Foods, Inc. Securities Litigation
  
  
• Action brought directly by airline against former directors and officers for breach of fiduciary duty
            – Tower Air, Inc. v. Nachtomi, et al.
  
  
• Action by multibillion dollar credit card bank asserting RICO claims against Internet provider and one of the country’s largest financial institutions for manipulation of Visa interchange
            – Cross Country Bank v. AOL and First USA
  
  
• Action alleging breach of acquisition agreement
            – Rohn Industries, Inc. v. Platinum Equity, Inc., et al.
  
  
• Action by consumers in class action against multibillion dollar pharmaceutical and family product corporation seeking $1 billion in damages for fraud in the marketing and sale of eye care product
            – Kropinski, et al. v. Johnson & Johnson, Inc.
  
  
• Class actions against multibillion dollar credit card banks challenging fees and other charges
            – e.g., Cutshall v. Cross Country Bank
            – Shank v. Cross Country Bank
  
  
• Actions against brokers and investment advisors; court proceedings, NASD arbitrations, and state administrative enforcement proceedings
            – Sisson v. Merrill Lynch Pierce Fenner & Smith, et al.
  
  
• Action against current and former directors alleging civil RICO claims, various breaches of fiduciary duty and looting of company
            – Gatz, et al. v. Ponsoldt, Sr., Regency Affiliates, Inc., et al.
  
  
• Action by one of the nation’s largest state pension boards and a real estate management company alleging multimillion dollar fraud and mismanagement by international hotel chain
            – National Office Partners LP and Calpers v. Hyatt Corporation
  
  
• Action involving validity of license and assignment of certain patents
            – Amkor Technology Inc. v. Motorola, Inc.
  
  
• Actions involving CGL insurers in major insurance coverage appellate matters
            – e.g., Hercules Incorporated v. AIU Insurance Company, et al.
  
  
• Action by senior executive to enforce compensation agreement
            – Cunningham v. Consolidated Hydro, Inc., et al.
  
  
• Actions against credit card banks for alleged violation of Fair Debt Collection Practices Act
            – e.g., Ginsback v. Cross Country Bank
  
  
• Multiple adversary proceeding arising out of pending bankruptcy actions
            – e.g., Hechinger Industries, Inc. v. Chase Manhattan Bank, et al.
            – Marvel Entertainment Group, Inc. v. Fox Group, Inc.
  
  
• Actions alleging violations of U.C.C.
            – e.g., Zapata Envases, S.A. de C.V. v. Milacron, Inc.

Intellectual Property Litigation in Delaware’s United States District Court:

• Action by global engineering and manufacturing company asserting patent infringement and unfair competition claims in case involving state-of-the-art night vision technology
            – ITT Industries, Inc. v. Newcon International Ltd.
  
  
• Action for patent infringement by worldwide leader in development and manufacture of silicon-on-insulator semiconductor wafers
            – S.O.I.TEC Silicon on Insulator Technologies S.A., et al. v. MEMC Electronic Materials, Inc.
  
  
• Action by telecommunications company involving patents on device that provides unique method for determining the location of mobile radio transmitter within cellular communications telephone systems
            – Truposition, Inc. v. Allen Telecom, Inc.
  
  
• Action involving claims that certain patents cover DSL service
            – Inline Connection Corporation v. Earthlink, Inc.
  
  
• Action by national grocery store chain involving trademark infringement and unfair competition claims
            – E.A. Sween Company v. Genuardi’s Family Markets L.P.
  
  
• Action for violation of trade secrets involving drug delivery system for manufacturing, marketing and licensing of pharmaceutical products
            – Ethypharm S.A. France, et al. v. Bentley Pharmaceuticals, Inc.
  
  
• Action by engineering company for patent infringement involving heat transfer technology applications for laptop components
            – Thermal Corporation v. Fujikura America, Inc.
  
  
• Action by engineering company involving patents for devices that continually monitor structural integrity of suspension bridges and other structures
            – Pure Technologies Ltd. v. Physical Acoustics Corp.
  
  
• Action involving patents in the manufacture of plastic bottles
            – Wellman, Inc. v. Eastman Chemical Company

John has lectured and authored book chapters, articles and papers for the American Law Institute, National Business Institute, American Bar Association, Delaware State Bar Association, The Delaware Journal of Corporate Law, Directors & Boards magazine, and other professional organizations and publications. For example:

• “Company Formation: A Practical Global Guide,” co-author U.S. chapter, published by Globe Business Publishing Ltd., 2009. This 856-page book provides detailed discussions of the limited liability company laws of 43 different countries.
  
  
• “Mergers & Acquisitions: A Practical Global Guide,” author U.S. Chapter, published by Globe Business Publishing Ltd. This 453-page, 28-chapter book covers the applicable M&A laws of 28 countries.
  
  
• Member, Official State of Delaware Delegation promoting Delaware corporate law in Singapore, 2008.
  
  
• Member, Official State of Delaware Delegation promoting Delaware corporate law in China, 2008.
  
  
• Member, Official State of Delaware Delegation promoting Delaware corporate law in Taiwan, 2007.
  
  
• Member, Official State of Delaware Delegation promoting Delaware corporate law in The Netherlands, 2006.
  
  
• Member, Official State of Delaware Delegation promoting Delaware corporate law in Italy, 2005.
  
  
• Profiled in article titled, “Telling the Delaware Story,” Widener Law, Fall 2007.
  
  
• Panel Moderator, “Activism in the Boardroom,” National Association of Corporate Directors, GE Headquarters, Connecticut, June 2009.
  
  
• “Delaware Supreme Court Reaffirms Exculpation Protections in Sale of Corporate Control and Clarifies Revlon Duties,” co-author, Edwards Angell Palmer & Dodge Client Advisory, April 2009.
  
  
• “The Future of Good Faith in Delaware after Ryan v. Lyondell,” panelist, Pace Law School’s Distinguished Panel Discussion on Corporate Law, White Plains, New York, January 16, 2009.
  
  
• “Corporate Litigation Update,” moderator, 15th Annual Business Lawyers’ Institute, Philadelphia, Pennsylvania, November, 2009.
  
  
• “Corporate Litigation Update,” moderator, 14th Annual Business Lawyers’ Institute, Philadelphia, Pennsylvania, November, 2008.
  
  
• “Corporate Litigation Update,” moderator, 13th Annual Business Lawyers’ Institute, Philadelphia, Pennsylvania, November, 2007.
  
  
• “Corporate Governance Litigation:  2007 Review,” co-author, Directors & Boards Annual Report 2008.
  
  
• “Corporate Governance 101: Fiduciary Duties of Officers and Directors,” panel moderator, Delaware Valley Association of Corporate Counsel’s CLE Program, Wilmington, Delaware, April 24, 2008.
  
  
• “Delaware Court of Chancery Orders Disclosure of Special Committee Communications with Counsel,” co-author, Edwards Angell Palmer & Dodge LLP Client Advisory, December 20, 2007.
  
  
• “Inside Gheewalla,” co-author, Boardroom Briefing: The Legal Issue, Fall 2007.
  
  
• “Corporate governance litigation: 2006 review,” author, Directors & Boards, Annual Report 2007.
  
  
• “Delaware,” co-author, Getting the Deal Through - Dispute Resolution 2007.
  
  
• “Risk of Appraisal Rights Arbitrage Grows,” quoted, PE Hub, July 9, 2007.
  
  
• Mergers & Acquisitions - Hot Topics, American Corporate Counsel Association, speaker, New York, New York, June 13, 2007.
  
  
• “Creating the Core Values of Sustainable Corporate Operations,” Taiwan Corporate Governance Association, speaker and panelist, Taipei, Taiwan, December 2006; Member, Official State of Delaware Delegation promoting Delaware corporate law in Taiwan, 2006.
  
  
• Netherlands’ Ministry of Economic Affairs and ACCF Conference on “The Delaware Story and the Netherland Model of Company Law,” speaker and panelist, The Hague, Netherlands, April 2006; Member, Official State of Delaware Delegation promoting Delaware corporate law in Netherlands, 2006.
  
  
• “Good Faith and the Ability of Directors to Assert § 102(b)(7) of the Delaware General Corporation Law As a Defense to Claims Alleging Abdication, Lack of Oversight and Similar Breaches of Fiduciary Duty,” co-author, 29 The Delaware Journal of Corporation Law 111, 2004, reprinted by the Bank and Corporate Governance Law Reporter, Volume 34, Number 2, April 2005, and reprinted by the Amsterdam Center for Corporate Finance, Topics in Corporate Finance, Number 13, 2006, titled “The Quality of Corporate Law and the Role of Corporate Law Judges.”
  
  
• “Avoiding Personal Liability as a Director,” co-author, Directors & Boards Magazine, Special Report 2004.
  
  
• “Recent Developments in Corporate Law and Governance Litigation,” panelist, PBI Twelfth Annual Business Lawyers’ Institute, Philadelphia, Pennsylvania, November 2006.
  
  
• “Recent Developments in Corporate Law and Governance Litigation,” panelist, PBI Eleventh Annual Business Lawyers’ Institute, Philadelphia, Pennsylvania, October 2005.
  
  
• “Recent Developments in Corporate Law and Governance Litigation,” panelist, PBI Tenth Annual Business Lawyers’ Institute, Philadelphia, Pennsylvania, October 2004.
  
  
• “Internal Information Controls: Corporate Accountability, The Role of Management in Ensuring the Security of Corporate Information Under Sarbanes-Oxley,” co-author, Law Journal Newsletters, Volume 2, Number 1, September 2004.
  
  
• “Recent Developments in Corporate Governance Litigation and the Delaware Court of Chancery’s Expanded Jurisdiction, panelist, PBI Ninth Annual Business Lawyers’ Institute, Philadelphia, Pennsylvania, October 2003.
  
  
• “Shareholder Agreements,” panelist, PBI Commercial Document Series, Philadelphia, Pennsylvania, July 2003.
  
  
• “Recent Developments in Corporate Governance Litigation,” panelist, PBI Eighth Annual Business Lawyers’ Institute, Philadelphia, Pennsylvania, October 2002.
  
  
• “Keeping Delaware First: Focus on Delaware — The Judiciary,” co-author, The Metropolitan Corporate Counsel, March, 2001.
  
  
• “Incorporate in Delaware? Yes,” co-author, Directors & Boards, Winter 2001.
  
  
• “Forum Selection Clauses: Do They Deprive All Other Courts of Personal Jurisdiction, Venue, or None of the Above?” co-author, Commercial and Business Litigation Journal, American Bar Association, p. 1, Winter 2000.
  
  
• “Corporate Compliance: Critical in Today’s Regulatory Environment,” presenter, video-conference seminar, Philadelphia, Pennsylvania and Miami, Florida, October 2000.
  
  
• “Shareholder Democracy and Activism: Recent Developments,” panelist, Conference on Corporate Governance of the Corporations Practice Group of The Federalist Society for Law and Public Policy, New York, New York, September 2000.
  
  
• “Where Do We Stand On the Eve of the New Millennium,” panelist, American Law Institute-American Bar Association, Washington, D.C., December 1999.
  
  
• “Directors’ and Officers’ Liability for Y2K: A Corporate Governance Litigation Bear and A Securities Litigation Bull?” co-author, 24 Delaware Journal of Corporate Law 835, 1999.
  
  
• “Limited Partners v. General Partners: The right to Indemnification and Advancement of Defense Costs under the Revised Uniform Limited Partnership Act,” co-author, Commercial and Business Litigation Journal, American Bar Association, p. 11, Spring 1999.
  
  
• “Y2K 10-Step Checklist,” co-author, In Re: The Journal of the Delaware State Bar Association, Tips on Technology Section, Vol. 22, No. 5, p. 12, December 1998.
  
  
• “An Alternative to the Not-Ready-For-The-Year 2000 Court System,” co-author, Dispute Resolution Journal, American Arbitration Association, Vol. 53 No. 4, November 1998.
  
  
• “Lanham Act and Deceptive Trade Practice Claims Arising Under State Professional Licensure Laws,” 8 Fordham Intellectual Property, Med. Ent. L.J., 223, 1997.
  
  
• “Valuation Litigation,” co-author, 22 Delaware Journal of Corporate Law 37, 1997.
  
  
• “D&O Insurance - What You Should Know Before Responding to Your Carrier,” Directorship, Vol. XXIII No. 5, May 1997.

• More Publications...

John most recently served as the Managing Partner of the Wilmington, Delaware office of a national law firm headquartered in Philadelphia. He also served on the firm’s Partners’ Board and as Chair of the Firm’s Corporate Law and Governance Litigation Practice Group.

John is active in charitable, political and other community organizations. He serves as a co-chair for the annual Combined Campaign for Justice, a fundraising effort for several legal aid societies, and he assists with the United Way’s fundraising efforts among law firms. John is also a member of U.S. Congressman Michael N. Castle’s Finance Committee and was a member of former (now deceased) U.S. Senator William V. Roth, Jr.’s Finance Committee. John is a former national level competitive bodybuilder who now enjoys many physical fitness activities. Although John was captain of his high school golf team, he is now an infrequent player resulting in a handicap that has not improved in twenty years.