John is a trial lawyer with two decades of experience representing boards of directors, investors, and Fortune 500 companies in cases involving corporate governance issues, mergers and acquisitions, and stockholders’ rights.
John’s practice puts him at the forefront of the major M&A cases litigated in the Delaware Court of Chancery and the Delaware Supreme Court. He also has significant experience litigating cases in the Complex Commercial Litigation Division (CCLD) of the Delaware Superior Court.
John leverages his deep knowledge of Delaware law and finance to craft solutions for his clients. He brings impressive experience on high-profile cases, including, Politan v. Masimo, West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, and In re Match Group, Inc. Stockholder Litigation that involved consequential developments in Delaware law. Some of John’s recent trial victories include a case involving board control and an activist investor, and a first-of-its-kind case in the venture capital space.
He has been recognized in the peer-reviewed law firm ranking publication Chambers USA as a leading Delaware Chancery practitioner and Legal 500 US for his M&A litigation defense work. According to Chambers USA (2025) sources, “John is nothing short of fabulous − he has fantastic judgment, is technically sound, and is extremely thoughtful.” Legal 500 (2021) sources enthuse, “John DiTomo is a rock star,” and “an exceptional lawyer… well respected by the Judges and Vice Chancellors. Such credibility is key.”
Outside of the courtroom, John serves on the Delaware Court of Chancery Rules Committee and the Board of Trustees of the University of Pennsylvania Institute for Law and Economics.
John is a graduate of the University of Pennsylvania Law School where he served as an editor of the Journal of Constitutional Law and earned a Certificate of Study in Business Economics and Public Policy from the Wharton School of the University of Pennsylvania. Following law school, he clerked for the former Chancellor of the Delaware Court of Chancery, the Honorable William B. Chandler, III.
Experience
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. 2020-0505)
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. 2020-0710-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 2018-0052-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. 2018-0300-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. 2018-0593-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
- Article, The Corporate Governance Advisor, July/August 2025
Eric Klinger-Wilensky, John DiTomo, and Kyle Pinder authored an article in The Corporate Governance Advisor analyzing the 2025 amendments to the Delaware General Corporation Law and their role in strengthening Delaware’s status as the premier jurisdiction for corporations.
Honors & Recognitions
Chambers USA: America’s Leading Lawyers for Business, ranked in Delaware Chancery, 2025
The Legal 500 US, mentioned 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, 2025
Professional & Civic
Delaware Board of Bar Examiners (appointed by Delaware Supreme Court, 2018-2024)
Delaware Court of Chancery Rules Committee
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)