John is a Delaware trial lawyer who represents corporations, boards of directors, investors, and stockholders in high-stakes litigation before the Delaware Court of Chancery, the Complex Commercial Litigation Division of the Delaware Superior Court, and the Delaware Supreme Court.
John has served as lead trial counsel in Delaware Court of Chancery trials and expedited proceedings, examining fact and expert witnesses and arguing evidentiary, dispositive, pretrial, and post-trial matters. His practice spans emergency and expedited proceedings through trial and appeal, including arguments before the Delaware Supreme Court. His experience includes disputes concerning the fiduciary duties and authority of directors and officers, stockholder rights, corporate transactions, changes in corporate control, board elections, proxy contests and shareholder activism, stockholder agreements, and the governance of Delaware corporations.
John is recognized by Lawdragon’s 500 Leading Litigators in America, Chambers USA, The Legal 500, and The Best Lawyers in America. Peers have described him as “an exceptional lawyer” who is “well respected by the Judges and Vice Chancellors.” He has also been described as “Smart, savvy, practical” and “great on his feet” with “excellent judgment.”
John serves on the Delaware Court of Chancery Rules Committee, of which he is a former chair, and previously served on the Delaware Board of Bar Examiners, by appointment of the Delaware Supreme Court. He also serves on the Board of Trustees of the University of Pennsylvania Institute for Law and Economics and is a member of his firm's Executive Committee.
Before joining Morris Nichols, John served as a law clerk to William B. Chandler III, Chancellor of the Delaware Court of Chancery.
Areas of Delaware Litigation Experience
- Corporate governance and fiduciary-duty litigation
- Mergers and acquisitions litigation
- Board-control and director-election disputes
- Proxy contests and shareholder activism
- Alternative-entity disputes
- Books-and-records actions
- Appraisal proceedings
- Advancement and indemnification litigation
- Emergency, expedited, and preliminary-injunction proceedings
- Complex commercial litigation
- Delaware Supreme Court appeals
Selected Representations
Prevailed in a case of first impression concerning a change-of-control transaction involving a public benefit corporation (PBC). Drakes Landing Associates, L.P. v. Tilden Park Capital Management, L.P., C.A. No. 25-0898-NAC
Represented global investment bank Moelis & Co. before the Delaware Court of Chancery and Delaware Supreme Court in a landmark case concerning the legal validity of stockholder agreements between founders and corporations. West Palm Beach Firefighters’ Pension Fund v. Moelis & Co., 2024 WL 550750 (Del. Ch. Feb. 12, 2024) (“Moelis I”) and West Palm Beach Firefighters’ Pension Fund v. Moelis & Co., 2024 WL 747180 (Del. Ch. Feb. 23, 2024) (“Moelis II”)
Delaware counsel to IAC Holdings Inc. and directors in a major appeal before the Delaware Supreme Court, with critical significance to clarify how to apply seminal “MFW” standards in the deal context. Case stems from a spin-off transaction of Match from IAC valued at approximately $1.7 billion. In re: Match Group Inc. Derivative Litigation (Del. Ch. C.A. No. 20-0505)
Represented a panel of seven corporate law scholars who moved as amicus curiae in support of the constitutionality of Senate Bill 21, an amendment to the Delaware state corporation law which created a corporate dealmaking safe harbor. The Professors’ motion and brief in support of constitutionality were accepted by the Court. Thomas Drew Rutledge v. Clearway Energy Group LLC and Christopher Sotos and Clearway Energy Inc., Del. Ch., C.A. No. 25-0499 (Del. No. 248,2025)
Prevailed in representing Politan Capital in navigating a closely-contested dispute concerning bylaw amendments and board control involving medical monitoring technology company Masimo Corp. Politan Capital Management LP v. Kiani (Del. Ch. C.A. No. 22-0948-NAC) and Politan Capital Management LP v. Kiani (Del. Ch. C.A. No. 24-0755-NAC)
Represented the defendants in a first-of-its-kind case concerning the enforceability and scope of a covenant not to sue upon exercise of a drag-along right for public policy reasons. New Enterprise Associates 14, LP et al. v. Rich (Del. Ch. C.A. No. 22-0406-JTL)
Successfully represented the chairwomen of the special committee that oversaw and approved Oracle’s $9.3 billion acquisition of NetSuite in a longstanding derivative litigation challenging the transaction. In re: Oracle Corporation Derivative Litigation (Del. Ch. C.A. No. 2017-0337-SG)
Defended American Home Shield, a home warranty company, in $70 million breach of contract dispute before the Delaware Superior Court’s Complex Commercial Litigation Division (CCLD). Argued – and won – several key motions, including a matter of first impression involving the waiver of the attorney-client privilege. Serviz, Inc. v. The Servicemaster Company LLC and American Home Shield Corp. (C.A. No. N20C-03-070 PRW CCLD)
Successfully represented former shareholders of subscription meal delivery company Plated in pursuing a breach of contract suit accusing Albertsons Cos. Inc. of intentionally undermining a $125 million post-merger earnout payment right. Shareholder Representative Services LLC v. Albertsons Cos. Inc. (Del. Ch. C.A. No. 20-0710-JRS)
Lead counsel in AlixPartners, LLP v. Benichou (C.A. No. 2018-0600-KSJM (Del. Ch. May 10, 2019)) where the Court of Chancery decided, as a matter of first impression, that the federal Computer Fraud and Abuse Act (CFAA) narrowly provides a cause of action in Delaware for unauthorized computer access or unauthorized access to information.
Lead counsel to respondent in appraisal litigation challenging $1.5 billion merger of food producer Bob Evans Farms Inc. with Post Holdings Inc. In re Bob Evans Appraisal Litigation (Del. Ch. C.A. No 18-0052-JRS)
Counsel in Bookings Inc. which was the first case in Delaware brought under the Helms Burton Act. Glen v. TripAdvisor LLC (C.A. No. 19-1809-LPS (D. Del. Mar. 30, 2021))
Represented generic pharmaceutical company Akorn Inc. as co-lead trial counsel 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. 18-0300-JTL)
As lead counsel, defended realty corporation to argue successfully against plaintiff claims seeking to remove the corporation’s sole director and to compel an annual meeting of stockholders. Romanoff v. New Roads Realty Corp. (Del. Ch. C.A. No. 12375-VCS)
Represented Sinclair in connection with litigation regrading a failed merger with Tribune Media Company. Tribune Media Company vs Sinclair Broadcast Group, Inc. (Del. Ch., C.A. No. 18-0593-JTL)
Lead counsel for petitioner, Ad-Venture, in an appraisal case pursuant to 8 Del. C. 262 in which the Delaware Court of Chancery awarded an appraisal value that was more than 2.5 times the merger price, which is among the largest percentage awards in the history of appraisal law. In re ISN Software Corp. Appraisal Litigation (C.A. No. 8388-VCG (Del. Ch. Aug. 11, 2016))
Counsel in the landmark case In re Del Monte Foods Co. S’holders Litig., an action that challenged the 2011 leveraged buyout of Del Monte Foods Company by a consortium of private equity firms led by Kohlberg Kravis Roberts & Co. L.P. (KKR). In re Del Monte Foods Co. Shareholders Litigation (Del. Ch. C.A. No. 6027-VCL)
News & Insights
Speaking Engagement, 09.22.2026Kyle Pinder and John DiTomo speak at this full-day Practising Law Institute program, sharing insights on Delaware case law developments and activism trends.
Honors & Recognitions
Chambers USA, ranked in Delaware Chancery, since 2025
The Legal 500 US, Leading Partner in M&A litigation, since 2020
The Best Lawyers in America, listed in Delaware commercial litigation, since 2022
Lawdragon’s 500 Leading Litigators in America, listed, since 2025
Professional & Civic
Delaware Board of Bar Examiners (appointed by Delaware Supreme Court, 2018-2024)
Delaware Court of Chancery Rules Committee (former chair)
Delaware State Bar Association
University of Pennsylvania Institute for Law and Economics (Board of Trustees)
Clerkships
- Law Clerk to the Honorable William B. Chandler III, Chancellor, Delaware Court of Chancery
Education
University of Pennsylvania Carey Law School, JD
University of Pennsylvania Journal of Constitutional Law
The Wharton School of the University of Pennsylvania, Certificate of Study in Business Economics and Public Policy
Richard Stockton College of New Jersey, BA
Admissions
- Delaware
Deemed “Smart, savvy, practical,” John has also been regarded as, “Great on his feet [with] excellent judgment.” – Legal 500 2021