Ranked in 1 Practice Areas
1

Band 1

Corporate/M&A

Delaware

12 Years Ranked

About

Provided by John Mark Zeberkiewicz

USA

Practice Areas

  • Corporate Transactions
  • Corporate Governance
  • Mergers & Acquisitions
  • Special Committees & Investigations
  • Career

    John Mark Zeberkiewicz is one of the leading Delaware corporate lawyers of his generation. John Mark focuses his practice on complex transactional matters involving Delaware corporations, including mergers and acquisitions, corporate governance, and corporate finance. He represents corporations, boards of directors, special committees, and executives in a wide range of significant matters. Widely recognized for his extraordinary technical skill and unrelenting energy, John Mark has built a reputation among clients for tackling complex problems with practical, sophisticated solutions. Sources at Chambers USA have stated that John Mark “tirelessly constructs creative solutions to complex business dilemmas,” with clients describing him as “strategically brilliant” and “the smartest person in this space.” “His encyclopedic knowledge of Delaware law coupled with his practical wisdom equip board members and executive leadership to make responsible and bold decisions” (The Legal 500).

    A driving force behind some of the most important corporate legislation in years, John Mark is a member of Delaware’s Corporation Law Council and has served on drafting subcommittees responsible for significant amendments to Delaware’s General Corporation Law, including the subcommittee responsible for the adoption of the statutes relating to the ratification of corporate acts, captive insurance for directors and officers, and numerous other provisions of the Delaware General Corporation Law. John Mark is the co-editor of The Delaware Law of Corporations & Business Organizations, a leading treatise on Delaware corporate law; he has published more than 75 articles in the field of corporate governance and mergers and acquisitions; and he is a frequent presenter on developments in Delaware corporate law.

    John Mark is a member of the editorial advisory board of Insights. He has served as an expert on Delaware corporate law matters, and was appointed as a special master in a proceeding before the Delaware Court of Chancery.

    Publications

    • “Amendments to the DGCL Permit Officer Exculpation,” Insights, October 2022
    • “Amendments to the DGCL Permit Captive D&O Insurance,” The Harvard Law School Forum on Corporate Governance, February 24, 2022
    • Rosenbaum v. CytoDyn Inc.: A Review of Advance Notice Bylaws,” Insights, December 2021
    • “Dodd-Frank and Corporate Governance,” Directors & Boards, 2021 Fourth Quarter
    • “Proposed Amendments to the Delaware General Corporation Law and Delaware’s Limited Liability Company and Partnership Acts,” Insights, June 2021
    • “The Delaware Court of Chancery Enjoins “Extreme, Unprecedented” Stockholder Rights Plan,” Insights, March 2021
    • “Nasdaq Proposes New Diversity Rule Requiring Nasdaq-Listed Companies to Diversify Their Boards or Risk Delisting,” Business Law Today, January 6, 2021
    • “Delaware Supreme Court on Costs in an Appraisal Proceeding,” Insights, December 2020
    • “Delaware Supreme Court Clarifies Standard for Liability for Disclosure Violations,” Insights, August 2020
    • “2020 Amendments to the General Corporation Law of the State of Delaware,” Insights, July 2020
    • “Like Herding Cats: An Analysis of Common State-Law Shareholder Meeting Questions,” The Investment Lawyer, June 2020
    • “Delaware Supreme Court Validates Federal Forum Selection Provisions,” Insights, May 2020
    • “Revisiting Director Independence and Disinterestedness in the Demand Futility Context,” Insights, March 2020
    • “Delaware Supreme Court Requires Strict Compliance with Deadlines in Advance Notice Bylaw,” Insights, February 2020
    • In re LendingClub: Responding to Red Flags in the Wake of Marchand,” Insights, January 2020
    • In re Clovis: Considering Caremark Claims after Marchand,” Insights, November 2019
    • Tornetta v. Musk: The Delaware Court of Chancery Reviews Executive Compensation to Controlling Stockholders,” Insights, October 2019
    • “Delaware Court of Chancery Addresses Director Questionnaire Requirements in Advance Notice Bylaws,” Insights, September 2019
    • Marchand v. Barnhill: Addressing and Monitoring Corporate Risk,” Insights, July 2019
    • “Precluding Pre-Merger Communications in Post-Merger Dispute,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, June 12, 2019
    • Olenik v. Lodzinski: More on Structuring Controlling Stockholder Buyouts,” Insights, May 2019
    • “2019 Proposed Amendments to the General Corporation Law of the State of Delaware,” Insights, April 2019
    • “Drafting Minutes and Preparing Disclosures in the Post-Corwin Era,” Insights, March 2019
    • In re PLX: Delaware Court Provides Guidance on Potential Conflicts Involving Activist Directors,” Insights, January 2019
    • “Delaware Court of Chancery Strikes Federal Forum Selection Provisions,” Insights, January 2019
    • “Delaware Court Finds Material Adverse Effect Allowing Buyer to Terminate Merger Agreement,” Insights, November 2018
    • “Delaware Court of Chancery Validates Defective Acts and Clarifies Limited Scope of Dually Direct and Derivative Claims,” Insights, September 2018
    • MHS Capital LLC v. Goggin: Reviewing Fiduciary Duty and Exculpation Provisions in Limited Liability Company Agreements,” Business Law Today, June 15, 2018
    • “The Delaware Supreme Court Provides Guidance on Directors’ Fiduciary Duty of Disclosure,” Insights, April 2018
    • “2018 Proposed Amendments to the General Corporation Law of the State of Delaware,” Insights, April 2018
    • “The Limits of Ratification: Delaware Supreme Court and Director Equity Incentive Awards,” Insights, January 2018
    • “Delaware Court of Chancery Rulings Highlight the Importance of a Plaintiff’s Subjective Intent in Books and Records Action,” Insights, January 2018
    • DFC Global: Delaware Supreme Court Emphasizes Role of the Market in Certain Appraisal Proceedings,” Insights, November 2017
    • “The Delaware Court of Chancery Revisits Director Equity Awards,” Insights, May 24, 2017
    • “2017 Proposed Amendments to the Delaware General Corporation Law,” Insights, April 30, 2017
    • Frechter v. Zier: Delaware Court of Chancery Provides Guidance on Supermajority Voting Provisions,” Insights, March 31, 2017
    • “Delaware Supreme Court Revisits Director Independence in Considering Derivative Demands,” Insights, February 28, 2017
    • “Delaware Supreme Court Clarifies Grounds for Jurisdiction,” Insights, June 2016
    • “Disclaiming Reliance on Extra-Contractual Representations under Delaware Law,” Insights, April 2016
    • “2016 Proposed Amendments to the General Corporation Law of the State of Delaware,” Insights, April 2016
    • “The New Paradigm (Burden) Shift: The Business Judgment Rule After KKR,” Insights, December 2015
    • “Recent Delaware Court of Chancery Opinion Provides Guidance on Advancement and Indemnification,” Insights, October 2015
    • “New Delaware Court of Chancery Opinion Provides Guidance for Director Compensation Practices,” Insights, June 2015
    • “Court Sanctions Forum Selection Arrangements and Confirms Power to Restrict Books and Records Inspections,” Insights, March 2015
    • “The Rights and Duties of Blockholder Directors,” The Business Lawyer, Winter 2014/2015
    • “Recent Chancery Court Opinions on Ripeness,” Delaware Business Court Insider, December 10, 2014
    • “Chancery Dismisses Stockholder Suit Over Expedia CEO Award,” Delaware Business Court Insider, July 30, 2014
    • “Proposed Amendments to the DGCL to Limit Applicability Of the Delaware Supreme Court’s Holding in ‘ATP Tour’,” Corporate Counsel Weekly, June 18, 2014
    • “Chancery Court Decides First Action Under New Section 205,” Delaware Business Court Insider, May 7, 2014
    • “2014 Proposed Amendments to the General Corporation Law of the State of Delaware,” Insights, May 2014
    • “Considerations in Drafting Board Observer Arrangements,” Business Law Today, April 2004
    • “Restoring Equity: Delaware’s Legislative Cure for Defects in Stock Issuances and Other Corporate Acts,” The Business Lawyer, February 2014
    • Klaassen v. Allegro: Implementing the Stockholders’ Agreement,” Delaware Business Court Insider, December 4, 2013
    • “Preserving (or Limiting) Contractual Claims to Addess ‘Sandbagging,’” Delaware Business Court Insider, July 24, 2013
    • “Significant Proposed Amendments to the General Corporation Law of the State of Delaware,” Insights, June 2013
    • “Streamlining Two-Step Mergers With Proposed Amendment to DGCL,” Delaware Business Court Insider, April 24, 2013
    • “The Equitable Case for Ratification,” Delaware Business Court Insider, March 27, 2013
    • Professional Memberships

      • American Bar Association, Business Law Section, Chair, Directors’ and Officers’ Liability Committee
      • American Bar Association, Business Law Section, Past Chair, Corporate Documents and Process Committee
      • Work Highlights

        • Representation of numerous corporations, including Facebook, Inc., SeaWorld, GoPro, Etsy, and others, in connection with the adoption of their IPO certificate of incorporation and bylaws and structural profile
        • Representation of Allergan, Inc. in connection with the adoption of structural provisions of its certificate of incorporation and bylaws as well as its defense in the hostile offer from Valeant Pharmaceuticals and Pershing Square
        • Representation of Apollo Global Management as Delaware counsel in connection with multiple public company acquisitions, including ADT, Inc., Diamond Resorts International Inc., ClubCorp, as well as several private company sales and acquisitions
        • Representations of multiple public and private companies in connection with ratification of defective corporate acts
        • Representation of various private equity sponsors and portfolio companies in so-called “UP-C” transactions
        • Representation of the board of directors of Selectica, Inc., in connection with the adoption of its NOL Rights Plan, the triggering of the plan, and the directors’ successful defense against claims relating to the operation of the plan
        • Representation of numerous special committees, including the committee of AmTrust Financial in connection with an asset sale to its significant stockholder as well as the Committee of Crown Media, Inc. in connection with the recapitalization transaction involving its controlling stockholder
        • Education

          University of Pennsylvania Law School

          J.D., cum laude

          University of Delaware

          B.A., magna cum laude

          Awards

        • American College of Governance Counsel Fellow
        • Chambers USA
        • The Legal 500
        • The Best Lawyers in America, including Wilmington, DE Lawyer of the Year
        • Lawdragon 500 Leading Dealmakers in America
        • Delaware Today Top Lawyer
        • Delaware Law Weekly, Lawyers on the Fast Track
        • Expert in these Jurisdictions

          • Delaware
          • New York
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