John L. Reed

John L. Reed

Partner
About

John Reed has 30 years of experience successfully litigating cases before the Delaware Court of Chancery and the Delaware Supreme Court, the nation's preeminent courts for resolving corporate disputes.

John usually serves as lead counsel and his national practice involves the counseling and representation of corporations, boards of directors, individual officers and directors, special board committees and large investors with regard to class actions and derivative breach of fiduciary duty claims, corporate control disputes, merger and acquisition 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, internal corporate investigations, litigation arising out of transactions involving subsidiaries, tender offers, asset sales, capital restructurings, stockholder meetings and votes, dissolutions, bankruptcy/insolvency considerations, corporate reporting and compliance programs and other matters involving corporate law and governance and the interpretation and enforcement of the Delaware General Corporation Law.

John is also called upon by corporations and other law firms, large and small, from across the country and around the world to serve as "Delaware counsel" for cases pending in the Delaware courts and/or to advise or opine 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 arbitrage practice advising hedge funds, private equity funds and other investors in connection with pending deals and cases as well as evaluating provisions in corporate charters, bylaws, acquisition agreements and tender offer documents.

John is a member of DLA Piper's North American Pro Bono Committee.

Bar admissionsDelawarePennsylvania
CourtsUnited States Court of Appeals for the Third CircuitUnited States Court of Appeals for the Federal CircuitUnited States District Court for the District of DelawareUnited States District Court for the Eastern District of Pennsylvania

EXPERIENCE

Notable Experience
Corporate Litigation in Delaware's Court of Chancery
  • Representation of Axcelis Technologies Inc. in defense of action alleging wrongdoing in connection with a board of directors decision made pursuant to a 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 an action alleging breach of "best efforts" obligations pursuant to a US$1.73 billion merger agreement Consolidated Custodians Int'l Ltd v. Millennium Gaming, et al.
  • Representation of a multibillion-dollar fund in an appraisal challenge to the sale of Golden Telecom to VimpelCom for US$4.3 billion Global GT L.P., et al., v. Golden Telecom Inc.
  • Representation of a multibillion-dollar fund in an appraisal challenge to the sale of Instinet to the Nasdaq Group Inc The Merger Fund et al. v. Instinet Group Inc.
  • Multiple class actions and derivative actions challenging mergers and/or sales of multimillion and multibillion-dollar corporations, including Murphy, et al., v. RCN Corp., ABRY Partners, LLC and Yankee Cable Acquisition LLC; Kahn, et al., v. LaserCard Corp., Assa Abloy Inc. and American Alligator Acquisition Corp; 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.
  • 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 the acquirer in an action alleging fraud and misrepresentation in an acquisition agreement Cobalt Operating LLC v. James Crystal Enterprises, LLC, et al.
  • Representation of former AIG executive in defense of breach of fiduciary duty claims. Fulco, et al., v. Cassano, et al.
  • Action involving efforts to break a multibillion-dollar merger agreement In re IBP/Tyson Shareholders Litigation
  • Representation of a special purpose acquisition company (SPAC) in an action under Section 225(b) of the Delaware General Corporation Law challenging the outcome of a stockholder vote to acquire PharmAthene, Inc. Kinley v. Healthcare Acquisition Corp.
  • Multiple representations in actions involving challenges to the constitution of boards of directors under Section 225 of the Delaware General Corporation Law. These include 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 the Chicago Exchange challenging demutualization CBOT Holdings Inc. v. Chicago Options Exchange Inc.
  • 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, such as 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; and 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 a merger Epic SMU LLC v. St. Mathews University, Inc.
  • Action involving interpretation of bylaws and charter provisions, such as Blue Chip Capital Fund II Limited Partnership, et al., v. HCS Infusion Services, Inc.; Aspen Aerogels, Inc. v. Cabot Corporation; and 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 the sale of a company's "crown jewel" Gaylord, et al. v. Ingersoll International, Inc., et al.; In re Women First Healthcare, Inc.
  • Action involving a 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, such as LJM2 Co-Investment, L.P. v. LJM2 Capital Management, L.P. v. Partnership Services, LLC, et al.
  • Action involving allegations of excessive compensation to a chairman and CEO Nadaf v. Computer Concepts Corp., et al.
  • Battle for control action and challenge to loan transactions and stock options issued to a 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, such as 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, such as In re Pacificap Pacific Rim F.I., LLC, Red Mountain Holdings, Ltd. v. Stout Partnership and 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, such as Nilex Corporation v. US 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 a chief financial officer in a securities class action In re Optionable, Inc.
  • Defense of action on behalf of several of the world's largest chemical manufacturers and suppliers alleging a 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 a multibillion-dollar merger agreement In re Tyson Foods, Inc. Securities Litigation
  • Action brought directly by an airline against former directors and officers for breach of fiduciary duty Tower Air, Inc. v. Nachtomi, et al.
  • Action by a multibillion-dollar credit card bank asserting RICO claims against an 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 a class action against a multibillion-dollar pharmaceutical and family product corporation seeking US$1 billion in damages for fraud in the marketing and sale of an eye care product Kropinski, et al. v. Johnson & Johnson, Inc.
  • Class actions against multibillion-dollar credit card banks challenging fees and other charges, including Cutshall v. Cross Country Bank and 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 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, such as Hercules Incorporated v. AIU Insurance Company, et al.
  • Action by a senior executive to enforce a compensation agreement Cunningham v. Consolidated Hydro, Inc., et al.
  • Actions against credit card banks for alleged violation of Fair Debt Collection Practices Act, such as Ginsback v. Cross Country Bank
  • Multiple adversary proceeding arising out of pending bankruptcy actions, such as Hechinger Industries, Inc. v. Chase Manhattan Bank, et al. and Marvel Entertainment Group, Inc. v. Fox Group, Inc.
  • Actions alleging violations of U.C.C., such as Zapata Envases, S.A. de C.V. v. Milacron, Inc.
Education
  • J.D., Widener University School of Law
    cum laude
  • B.A., Villanova University
    Dean's List

Awards

  • Chambers USA
    • Band 4, Delaware Chancery (2013-2023) 
  • The Legal 500 United States
    • Recommended, M&A Litigation: Defense (2019-2022)
  • Listed as a Super Lawyer for business litigation and the handling of matters before the Delaware Court of Chancery and Delaware Supreme Court, the preeminent courts in the United States for resolving corporate disputes

Insight Overview

John has lectured and authored book chapters, articles and papers for various professional organizations and publications, including the American Bar Association, Delaware State Bar Association, The Delaware Journal of Corporate Law and Directors & Boards magazine. 

Bylines

Seminars

  • Panelist, "Making sense of the World of Delaware Corporate Litigation" with The Honorable J. Travis Laster, Vice Chancellor, Delaware Court of Chancery, Bloomberg BNA Seminar, New York, June 3, 2014

Media Mentions

  • Quoted, Del. Courts Stand By Deal Contract Language In Q1, Law360, April 5, 2019
  • "Top Quantlab Investor Urges Chancery To Kill Control Bid," Law360, January 22, 2019
  • "C&J Energy Blasts $5M Legal Fee Bid In Merger Suit," Law360, August 31, 2017 
  • "Axed 'Short And Smear' Case Shifts To Del. Commercial Court," Law360, August 17, 2017
  • Quoted, "Delaware Rundown: What You Missed In Q2," Law360, July 14, 2017
  • Quoted, "Del. Justices Poised To Reappraise Stock Appraisal Suits," Law360, June 5, 2017
  • "Investor's Smear-And-Short Judgment, Case Tossed In Del.," Law360, June 5, 2017
  • Quoted, "Disclosure suits in a post-Trulia world," The M&A Journal, May 25, 2017
  • Quoted, "Del. Gov. Picks Public Defender For Supreme Court Seat," Law360, May 15, 2017
  • Quoted, "Chancery Tries To Rein In Corwin Defense In Massey Ruling," Law360, May 12, 2017
  • Quoted, "Hypori Attacks Investor's Chancery Court Records Demand," Law360, April 19, 2017
  • Quoted, "Delaware Rundown: What You Missed In Q1," Law360, April 10, 2017
  • "Paylocity Slams $395K Attys' Fee Bid In Fee-Shifting Suit," Law360, April 4, 2017
  • "Del. Justices Uphold Chancery Toss Of $3B C&J Merger Suit," Law360, March 23, 2017
  • "Martha Stewart Suit May Yield New Case Law, Judge Says," Law360, March 22, 2017
  • "Immunomedics Transaction Halted By VenBio Challenge," Law360, March 9, 2017
  • "Immunomedics Directors File New Suit In Heated Proxy War," Law360, March 6, 2017
  • Quoted, "Smear-And-Short Defendant Looks To Ax Default Judgment," Law360, March 3, 2017
  • "Immunomedics Attacks Investor Proxy Efforts In Del. Suit," Law360, February 21, 2017
  • "Ex-Neurostar Investors Say Buyer Is Holding On To Escrow," Law360, February 17, 2017
  • Quoted, "Delaware Justice Randy J. Holland To Retire In March," Law360, February 9, 2017
  • "Del High Court Won't Rescue $80M Lululemon Investor Suit," Law360, February 3, 2017
  • "Class Seeks Del. Supreme Court Rescue In Lululemon Case,'' Law360, January 18, 2017
  • Quoted, "Paylocity Seeks Del. High Court Fee-Shifting Bylaw Review," Law360, January 9, 2017
  • Quoted, "Bouchard Throws Out Fee-Shifting Bylaw as Invalid," Law360, January 3, 2017
  • Quoted, "Chancery Allows Fee-Shifting Bylaw Challenge To Go Ahead," Law360, January 3, 2017
  • Quoted, "Delaware Rundown: What You Missed In Q3," Law360, October 12, 2016
  • Quoted, "Once A Competitor, Del. Atty Refs Bodybuilder Court Fight," Law360, October 5, 2016
  • "Lululemon Board Asks Del. High Court To Uphold Dismissal," Law360, October 3, 2016
  • Quoted, "Paylocity Investors Defend Challenge To Fee-Shifting Bylaw," Law360, September 27, 2016
  • "Martha Stewart Says Suits Over Omnimedia Sale Have To Go," Law360, September 8, 2016
  • "Gore Suit Over Al Jazeera Fee Advancement Rights Settled," Law360, September 1, 2016
  • "Paylocity Says Fee-Shifting Bylaw Suit Doesn't Show Harm," Law360, August 31, 2016
  • "Chancery Cuts $6M Fee Request To $650k In NavSeeker Suit," Law360, August 17, 2016
  • Quoted, "M&A Litigation Shrinks In Wake Of Trulia," Law360, August 4, 2016
  • Quoted, "Genelux Founder Allowed to Seek Fee Award," Delaware Business Court Insider, July 11, 2016
  • Quoted, "Derivative Suit Over Lululemon Stock Price Drop Is Tossed," Delaware Business Court Insider, June 16, 2016
  • Quoted, "Lululemon Investors' Del. Suit Falls With NY Dismissal," Law360, June 14, 2016
  • Quoted, ''NavSeeker Attorney Defends $6M Fee, $2.75M Class Award,'' Law360, May 27, 2016
  • Quoted, ''Delaware Rundown: What You Missed In Q1,'' Law360, April 11, 2016
  • Featured, "John Reed of DLA Piper Says That Delaware may Need to be Tougher on Arms' Length Deals," The Deal, March 31, 2016
  • Quoted, "Lululemon Says Del. Investor Suit Same As Tossed NY Case," Law360, March 15, 2016
  • Quoted, ''Al Gore Chancery Row With Al Jazeera On Road To Full Trial,'' Law360, March 12, 2016
  • ''Genelux Founder Asks Del. Justices For Attys' Fees Award,'' Law360, February 23, 2016
  • Quoted, "Joseph Slights Of Morris James Tapped For Del. Chancery," Law360, February 8, 2016
  • Quoted, "Judge Takes 2nd Look At $174M 'Short And Distort' Damages," Law360, February 4, 2016
  • Quoted, "Genelux Avoids Contempt Ruling In Chancery For Now," Law360, December 23, 2015
  • Quoted, "Genelux Founder Pushes Chancery To Find Co. In Contempt," Law360, December 21, 2015
  • Quoted, "Attorneys Provide Key Takeaways of High Court Affirming RBC's Liability," Bloomberg BNA, December 3, 2015
  • Quoted, "Rural/Metro Ruling Serves as Warning to Investment Firms," Bloomberg Law, December 3, 2015
  • Quoted, "Del. Vice Chancellor Noble To Retire After 15-Year Tenure," Law360, November 19, 2015
  • Quoted, "New Del. Law Can't Invalidate Genelux Stock, Court Says," Law360, October 29, 2015
  • Quoted, "Chancery Court Offers Novel Section 205 Ruling," Delaware Business Court Insider, October 28, 2015
  • Quoted, "Wilson Sonsini Partner Tapped For Del. Chancery Seat," Law360, October 13, 2015
  • Quoted, "Del. Opinion Spells An End To Disclosure-Only Settlements," Law360, September 18, 2015
  • Quoted, "9 Essential Reads For Law Firm Associates," Law360, September 10, 2015
  • Quoted, "Laster Retains Flexibility on Partnerships’ Fiduciary Duties," The Deal, August 28, 2015
  • Quoted, "Dole Ruling Weaves A Cautionary Tale For Take-Private Deals," Law360, August 27, 2015
  • Quoted, "Delaware's 2015 Dominated By Fee-Shifting Fervor," Law360, July 1, 2015
  • Quoted, "Del. Vice Chancellor Donald Parsons To Retire," Law360, June 22, 2015
  • Quoted, "Del. Fee-Shifting Bill Won't Cause Corporate Exodus," Law360, June 5, 2015
  • ''Gore Says Al Jazeera Must Release Escrowed Sale Funds,'' Law360, June 3, 2015
  • Quoted, "Delaware High Court Reinforces Director Liability Shield," Law360, May 21, 2015
  • "Man Accused Of Smear Campaign To Short Stock Skips Court," Law360, May 18, 2015
  • Quoted, "Fee-Shifting Bill Once Again Causes Divide In Delaware," Law360, May 8, 2015
  • Quoted, "Lululemon Directors' Personal Emails Off Limits in 220 Request," Delaware Business Court Insider, May 6, 2015
  • Quoted, ''Corrected: Lululemon Wins Protection Of Execs' Personal Emails,'' Law360, May 1, 2015
  • Quoted, "Attorneys Discuss Ways for Directors and Officers to Avoid Personal Liability," Bloomberg BNA, April 29, 2015
  • Quoted, "One Year After Rural/Metro, Bankers Flying Under Radar," Law360, March 27, 2015
  • Quoted, "Ex-Justice Ridgely Joins DLA Piper's Wilmington Office," Delaware Law Weekly, March 25, 2015
  • Quoted, "Del. Chancery Lays Bare Fundamental Fee-Shift Rift," Law360, March 18, 2015
  • Quoted, "'Groundbreaking' MFW Ruling Broke Little Ground In Year 1," Law360, March 17, 2015
  • Quoted, "Gore Can't End $65M Escrow Fight With Al Jazeera," Law360, February 3, 2015
  • Quoted, ''Chancery Dings Appraisals, But Deal Makers Still Vulnerable,'' Law360, February 2, 2015
  • Quoted, "Investor Suit Over $14M Sakhr Deal Loses Securities Claims," Law360, July 9, 2014
  • Quoted, "Del. Judge Reshuffling Won't Rock First State," Law360, June 10, 2014
  • Quoted, "Laster Steps Up At A Pivotal Time," The Deal, May 30, 2014
  • Quoted, "Chancery's Appetite For Fee Awards Wanes As Deal Suits Rise," Law360, April 23, 2014
  • Quoted, "Lululemon Investors Denied Access To Bonus Records," Law360, April 7, 2014
  • Quoted, "The Delaware stretch," The Deal Pipeline, April 4, 2014
  • Quoted, "Chancery Favorite Bouchard Brings Expertise, Calm To Bench," Law360, March 21, 2014
  • Quoted, "MFW Ruling A Boon For Boards, But Not Bulletproof," Law360, March 14, 2014
  • Quoted, "Eyes Focused On New Strine Era Of Del. High Court," Law360, March 7, 2014

Prior Experience

John was a Deputy Attorney General for the State of Delaware and, in that capacity, served as general counsel to two Delaware cabinet secretaries. He was also a member of former US Congressman Michael N. Castle's Finance Committee and was a member of former (now deceased) US Senator William V. Roth, Jr.'s Finance Committee.

Civic and Charitable

John currently serves as an Associate Trustee of the Lawyer's Fund For Client Protection (a fund created and administered by the Delaware Supreme Court), is a member of Widener University Law School of Law's National Advisory Board and has served as co-chair for the annual Combined Campaign for Justice, a fundraising effort for several legal aid societies.

Memberships And Affiliations

  • American Bar Association
  • Delaware Bar Association, Nominating Committee, Corporation Law Section and Litigation Section
  • American Inn of Courts, Master
  • Federal Civil Panel, Member, United States District, District of Delaware
  • The Federalist Society, President, Delaware Chapter; Corporations and Securities Practice Group

John also served as a member of official State of Delaware delegations promoting Delaware corporate law throughout the world, including in Singapore, China, Taiwan, the Netherlands (where he delivered a presentation on corporate law at The Hague) and Italy.

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