Tom represents national and regional clients in business disputes and trust litigation matters before the Delaware Court of Chancery, Delaware Superior Court and Delaware Supreme Court, as well as the federal courts of Delaware and courts in other jurisdictions.

In his corporate litigation practice, Tom focuses on matters arising out of corporate governance, mergers and acquisitions, shareholder class and derivative actions and appraisal disputes.  He has represented numerous companies in M&A-related actions concerning the enforcement of merger agreements and post-closing litigation.  Tom also regularly counsels and represents both corporate and individual clients in connection with advancement and indemnification rights, and regularly handles control disputes and requests for companies’ books and records.  In addition to appearing before the state and federal courts of Delaware, Tom often works with boards of directors and special committees advising on both transactional issues, including defensive mechanisms, and litigation matters. 

As a part of his regular practice, Tom has extensive experience in the alternative entities field, litigating and advising on matters involving master limited partnerships (MLPs), limited liability companies (LLCs), and limited partnerships (LPs). He has been mentioned in The Legal 500 US for his M&A litigation work, where sources say Tom is “a valued partner and resource in handling a variety of Court of Chancery litigation,” and that “he is efficient, knowledgeable, and has great instincts.”

Tom also represents individual and corporate trustees in trusts and estates litigation.  His fiduciary litigation practice covers a range of areas, including disputes involving fiduciary issues, breach of trust, interpretation, and disposition.  Recognized as a leader in his field, Tom has been selected by his peers for inclusion in The Best Lawyers in America as a leading Delaware attorney for Litigation - Trusts and Estates.


Corporate & Business Law

Represented two directors in proxy contest regarding the election of directors of a Florida-based health company, following a three-way $1.35 billion reverse merger. Jeffery R. Bray, et al., v. Avi Katz, Del. Ch., C.A. No. 022-0489

Represented Comtech Telecommunications Corp. in dispute involving “material adverse effect” (MAE) and specific performance. Comtech Telecommunications Corp and Convoy Ltd. v. Gilat Satellite Networks Ltd., Del. Ch., C.A. No. 2020-0553-JRS and In re: Comtech/Gilat Merger Litigation, Del. Ch., C.A. No. 2020-0605-JRS

Represented Borealis Power and BPC Health in connection with suit to enforce a right of first offer in a shareholders agreement. Borealis Power Holdings Inc. and BPC Health Corporation v. Hunt Strategic Utility Investment, L.L.C., Del. Ch. C.A. No. 2019-0582-VCG

Represented medical devices company Channel Medsystems, Inc. in litigation over Boston Scientific Corporation’s attempt to terminate its merger agreement. Channel Medsystems, Inc. vs. Boston Scientific Corporation and NXT Merger Corp., Del. Ch., C.A. No. 2018-0673-AGB

Represented generic pharmaceutical company Akorn Inc. in litigation over whether global healthcare company Fresenius improperly terminated a merger agreement with Akorn. Akorn Inc. v. Fresenius Kabi AG et al., Del. Ch., C.A. No. 2018-0300-VCL

Represented Oxbow in suit to interpret operating agreement in connection with attempt by minority member to force a sale of the company. Crestview-Oxbow Acquisition, LLC et al. v. Oxbow Carbon LLC, Del. Ch., C.A. No. 2018-0654-VCL

Defended major pipeline companies in Chancery actions challenging purchase and sale transactions with affiliates.  Gerber v. Enterprise Products Holdings, LLC, Del. Ch., C.A. No. 5989-VCN

Represented Dollar Tree/Family Dollar in connection with suit to appoint a receiver for Dollar Express and recover monies owed under a transition services agreement.  Dollar Tree, Inc., et al. v. Dollar Express LLC, et al., Del. Ch., C.A. No. 2017-0411-AGB

Represented founder and majority shareholder of craft rye whiskey start-up in opposing takeover attempt.  Bhakta v. Faessen, Del. Ch., C.A. No. 12314-VCG

Represented company in appraisal and class action cases.  Virtus Capital L.P. v. Eastman Chemical Co. et al., Del. Ch., C.A. No. 9808-VCL

Represented directors and company in breach of fiduciary duty litigation challenging the sale of the company.  In re Rural/Metro Corporation Stockholders Litigation, Consol. Del. Ch., C.A. No. 6350-VCL

Represented the special committee and partnership in an action challenging a joint venture with the partnership’s sponsor.  Brinckerhoff, Peter vs Enbridge Energy Co Inc., Del. Ch., C.A. No. 5526-VCN

Defended directors in Chancery court derivative litigation concerning merger agreement between CVS, Inc. and Caremark Rx, Inc.  Louisiana Municipal Police Employees’ Retirement System v. Crawford, C.A. Nos. 2635-N, 2663-N

Represented a pipeline company challenging a $5.9 billion merger.  Case involved two MLP entities.  In re Texas Eastern Products Pipeline Company, LLC Merger Litigation, Del. Ch., C.A. No. 4548-VCL

Represented Tompkins Corporation in litigation before the U.S. District Court for the District of Delaware.  Smith & Wesson Holding Corporation v. Tomkins Corporation et al, 1:08-cv-00331-GMS

Represented plaintiff in post-closing adjustment litigation before the Delaware Superior Court.  Dennis Mehiel v. Solo Cup Co., C.A. No. 06C-01-169 DCS

Represented preferred stockholder in action seeking to enforce redemption rights.  John Bonanno v. VTB Holdings, Inc., Index No. 50518/2017 (Supreme Court of the State of New York, County of Westchester)

Trusts & Estates Law

Represented family member in series of cases concerning ownership and control of a group of Ecuadorian companies, involving a long-running family business dispute among three family members. Danny David Czarninski Baier v. Upper New York Investment Company LLC, et al., Del. Ch., C.A. No. 6896-VCS

Represented mother of minor beneficiaries in a matter involving a variety of fiduciary issues.  IMO: Two Trusts Created Pursuant to Agreement Dated April 29, 1991 Known as JBG Childrens 1991 Trust Agreement, Del. Ch., C.A. 5894-VCP

Represented trustee in construction matter.  In re Barker Trust Agreement, Del. Ch., C.A. 20455-VCL

Represented trustee of a directed trust in defense of beneficiary claims.  R. Leigh Duemler v. Wilmington Trust Company, Del. Ch., C.A. 20033-VCS

Represented trustees in breach of trust challenge.  Henry Slack McNeil, Jr., v. John C. Bennett, Jr., C.A. No. 15875-NC

News & Insights

Honors & Recognitions

The Legal 500 US, mentioned in M&A litigation, 2022-present

The Best Lawyers in America, listed in Delaware trusts and estates litigation, 2018-present

Professional & Civic

American Bar Association (Business Law, International Law, and Litigation Sections)

Combined Campaign for Justice (New Castle County Chair)

Delaware State Bar Association

Society for Corporate Governance


University of Pittsburgh School of Law, JD, magna cum laude, 2001

University of Chicago, BA, 1992


  • Delaware, 2001
  • US District Court for the District of Delaware, 2002
  • US Court of Appeals for the Third Circuit, 2002

Tom is an “excellent litigator.” He “strives to solve problems, but is not hesitant to offer tough advice and caution where warranted.” – The Legal 500 US 2022 and 2023

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