John Mark Zeberkiewicz

Director

302.651.7698
302.498.7701 (fax)
zeber@rlf.com
John Mark Zeberkiewicz focuses his practice on transactional matters involving Delaware corporations, including mergers and acquisitions, corporate governance and corporate finance. He has served on drafting subcommittees responsible for significant amendments to Delaware’s General Corporation Law, including the subcommittees responsible for the 2013 amendments relating to ratification of corporate acts and the 2010 amendments overhauling Delaware’s nonstock corporation law.
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Select Experience

  • Representation of social media company in connection with its IPO charter and bylaws
  • Representation of a for-profit education provider in connection with the valid issuance of its shares prior to its initial public offering
  • Representation of a board of directors of software company in connection with the adoption of its tax benefit preservation rights plan and the triggering of the rights under the plan
View Experience >

John Mark Zeberkiewicz focuses his practice on transactional matters involving Delaware corporations, including mergers and acquisitions, corporate governance, and corporate finance. He has served on drafting subcommittees responsible for significant amendments to Delaware's General Corporation Law, including the subcommittee responsible for the 2010 amendments overhauling Delaware's nonstock corporation law and the proposed amendments relating to ratification of corporate acts.

A director in the firm's Corporate Department, John Mark is a frequent presenter on Delaware corporate law and practice.  He has published numerous articles in the field of corporate governance and mergers and acquisitions, and he serves on the editorial advisory board of Insights

Experience

  • Representation of social media company in connection with its IPO charter and bylaws
  • Representation of a for-profit education provider in connection with the valid issuance of its shares prior to its initial public offering
  • Representation of a board of directors of software company in connection with the adoption of its tax benefit preservation rights plan and the triggering of the rights under the plan
  • Representation of special committee of majority-controlled media company in connection with recapitalization transaction
  • Representation of pharmaceutical company in connection with the declassification of its board of directors
  • Representation of telecommunications company in connection with the review of its indemnification arrangements
  • Representation of financial services company in connection with its adoption of an advance notice bylaw
  • Representation of mid-cap public company in connection with all-cash acquisition in competitive bidding situation
  • Representation of major retailer in connection with asset purchase agreement, including legal opinion whether the asset sale required a stockholder vote under Delaware law

Publications

  • "Disclaiming Reliance on Extra-Contractual Representations under Delaware Law," Insights, April 2016   View >
  • "2016 Proposed Amendments to the General Corporation Law of the State of Delaware," Insights, April 2016   View >
  • "The New Paradigm (Burden) Shift: The Business Judgment Rule After KKR," Insights, December 2015   View >
  • "Recent Delaware Court of Chancery Opinion Provides Guidance on Advancement and Indemnification," Insights, October 2015   View >
  • "New Delaware Court of Chancery Opinion Provides Guidance for Director Compensation Practices," Insights, June 2015   View >
  • "Court Sanctions Forum Selection Arrangements and Confirms Power to Restrict Books and Records Inspections," Insights, March 2015   View >
  • "The Rights and Duties of Blockholder Directors," The Business Lawyer, Winter 2014/2015   View >
  • "Recent Chancery Court Opinions on Ripeness," Delaware Business Court Insider, December 10, 2014   View >
  • "Chancery Dismisses Stockholder Suit Over Expedia CEO Award," Delaware Business Court Insider, July 30, 2014   View >
  • "Proposed Amendments to the DGCL to Limit Applicability Of the Delaware Supreme Court's Holding in 'ATP Tour'," Corporate Counsel Weekly, June 18, 2014   View >
  • "Chancery Court Decides First Action Under New Section 205," Delaware Business Court Insider, May 7, 2014   View >
  • "2014 Proposed Amendments to the General Corporation Law of the State of Delaware," Insights, May 2014   View >
  • "Considerations in Drafting Board Observer Arrangements," Business Law Today, April 2004   View >
  • "Restoring Equity: Delaware's Legislative Cure for Defects in Stock Issuances and Other Corporate Acts," The Business Lawyer, February 2014   View >
  • "Klaassen v. Allegro: Implementing the Stockholders' Agreement," Delaware Business Court Insider, December 4, 2013   View >
  • "Preserving (or Limiting) Contractual Claims to Address 'Sandbagging'," Delaware Business Court Insider, July 24, 2013   View >
  • "Significant Proposed Amendments to the General Corporation Law of the State of Delaware," Insights, June 2013   View >
  • "Streamlining Two-Step Mergers With Proposed Amendment to DGCL," Delaware Business Court Insider, April 24, 2013   View >
  • "The Equitable Case for Ratification," Delaware Business Court Insider, March 27, 2013   View >
  • "Court of Chancery Addresses Validity of Entity Action," Delaware Business Court Insider, October 24, 2012   View >
  • "Chancery Arbitrations after Year One: Annotated New Form," ABA, August 16, 2012   View >
  • "Delaware Chancery Court Questions Use of Advance Notice Bylaw," Delaware Business Court Insider, June 27, 2012   View >
  • "Chancery Court Provides Guidance on Structuring Financings," Delaware Business Court Insider, April 4, 2012   View >
  • "Revisiting the Special Committee Process: 'In re Southern Peru Copper Corporation'," BNA's Corporate Counsel Weekly, November 30, 2011   View >
  • "Chancery Court Sensitive to Potential Conflicts of Financial Advisors in M&A," Delaware Business Court Insider, September 7, 2011   View >
  • "Valid Issuance of Capital Stock," The Review of Securities & Commodities Regulation, September 7, 2011   View >
  • "Fair Summary II: An Update on Delaware's Disclosure Regime Regarding Fairness Opinions," The Business Lawyer, August 2011   View >
  • "Chancery Court Addresses Revlon Duties and Deal Protection Measures in Small-Cap Transaction," Delaware Business Court Insider, May 11, 2011   View >
  • "Reviewing the Standards of Review in Delaware," Insights, March 2011   View >
  • "New Day for Nonstock Corporations: The 2010 Amendments to Delaware's General Corporation Law," The Business Lawyer, February 2011   View >
  • "An Overview of Delaware-Specific Issues for Stockholders' Meetings," The Review of Securities & Commodities Regulation, November 17, 2010   View >
  • "Poison Pills - How Effective Is Too Effective?," The M&A Lawyer, September 2010   View >
  • "Amendments to Delaware General Corporation Law," Insights, June 2010   View >
  • "Prediction Protection: The Delaware Supreme Court's Amylin Footnote," Insights, November 2009   View >
  • "Destaggering with Class: A Plan for Potential Targets in Troubled Times," Deal Lawyers, November-December 2009   View >
  • "The Delaware and SEC Proxy Access Regimes," The Review of Securities & Commodities Regulation, October 7, 2009   View >
  • "Stockholder Ratification: A Review of the Benefits and Burdens," Bloomberg Law Reports, February 2009   View >
  • "The Right Protection: More on Advancement and Indemnification," The Review of Securities & Commodities Regulation, December 2008   View >
  • "Commanding Officers: The Fiduciary Duties of Officers under Delaware Law," Insights, June 2008   View >
  • "Fair Summary: Delaware's Framework for Disclosing Fairness Opinions," The Business Lawyer, May 2008   View >
  • "Dealing with Dissidents: Vote-Buying and Management Slates," Insights, April 2008   View >
  • "Winning the Class Struggle: Acquirer Strategies for Declassifying Classified Boards," The Corporate Governance Advisor, January 2008   View >
  • "The Implications of Netsmart for Private Companies," Insights, January 2008   View >
  • "Finding Safe Harbor: Clarifying the Limited Application of Section 144," Delaware Journal of Corporate Law, 2008   View >
  • "No Surprises: The Mandatory Nature of Mandatory Advancement and Indemnification," The Corporate Governance Advisor, November 2007   View >
  • "The Price of Remorse: Paying Reverse Termination Fees to Excuse Performance," Insights, October 2007   View >
  • "Paying for the Privilege of Independence: Termination Fees Triggered by "Naked No Votes"," Insights, September 2007   View >
  • "The Shops Are Open: Delaware's New Take on Go-Shop Provisions under Revlon," Insights, July 2007   View >

Presentations

  • "Hot Topics in Securities & Delaware Corporate Law," May 17, 2016
  • "ABA Business Law Section Spring Meeting," April 7, 2016
  • "Delaware Corporate Law Video," March 10, 2016   View >
  • "Delaware Corporate Law Video," September 30, 2015   View >
  • "ABA Business Law Section Spring Meeting," April 16, 2015
  • "Delaware Corporate Law Video," February 25, 2015   View >
  • "33rd Annual Federal Securities Institute," February 5, 2015
  • "2014 ABA Business Law Section Annual Meeting," September 11, 2014
  • "Delaware Corporate Law Video," June 24, 2014   View >
  • "Law360: ATP Tour, Inc. v. Deutscher Tennis Bund ," June 24, 2014   View >
  • "2014 ABA Business Law Section Spring Meeting," April 10, 2014
  • "Delaware Corporate Law Video," December 5, 2013   View >
  • "31st Annual Business & Securities Law Conference 2013," October 24, 2013
  • "American Bar Association's 2013 Annual Meeting," August 8, 2013
  • "Delaware Corporate Law Video Update," June 2013   View >
  • "Delaware Corporate Law Video Update," March 2013   View >
  • "Commercial Arbitration: Advancing and Refining the ADR Process," March 8, 2013
  • "30th Annual Business & Securities Law Conference 2012," October 18, 2012
  • "Delaware Corporate Law Webinar," September 2012   View >
  • "American Bar Association's 2012 Annual Meeting," August 2, 2012
  • "Delaware Corporate Law Webinar," June 2012   View >
  • "2012 ABA Business Law Section Spring Meeting," March 22, 2012
  • "Delaware Corporate Law Webinar," March 2012   View >
  • "Corporate Governance - A Master Class 2012," February 15, 2012
  • "2011 Delaware Tax Institute - Windows of Opportunity: Tax Planning in Times of Transition," November 18, 2011
  • "Delaware Corporate Law Webinar," November 2011   View >
  • "29th Annual New England Business and Securities Law Conference 2011," October 19, 2011
  • "Delaware Corporate Law Webinar," August 2011   View >
  • "Delaware Law Developments 2011: What All Business Lawyers Need to Know," May 18, 2011
  • "Delaware Corporate Law Webinar [Audio only]," May 2011   View >
  • "The 29th Annual Federal Securities Institute," February 16, 2011
  • "Delaware Corporate Law Webinar [Audio only]," February 2011   View >
  • "Delaware Corporate Law Webinar [Audio only]," November 2010   View >
  • "28th Annual New England Business & Securities Law Conference 2010," October 20, 2010
  • "Delaware Corporate Law Webinar [Audio only]
    Versata Enterprises, Inc and Trilogy, Inc. v. Selectica, Inc.," October 19, 2010   View >
  • "Delaware Corporate Law Webinar [Audio only]," August 2010   View >

Awards

  • Chambers USA, 2016, 2015, 2014, 2013, 2012
  • The Legal 500 United States, 2016
  • The Best Lawyers in America, 2017, 2016, 2015, 2014, 2013
  • Super Lawyers, 2016, 2015, 2014, 2013, 2012

Leadership

  • Chairman, Corporate Documents and Process Committee, American Bar Association, Business Law Section

Education

  • J.D., cum laude, University of Pennsylvania Law School
  • B.A., magna cum laude, University of Delaware, Phi Beta Kappa

Admitted to Practice

  • Delaware
  • New York

Pro Bono Activities

  • William E. Proudford Sickle Cell Fund, Inc., Board of Directors
  • Pro Bono Counsel, Mothers2mothers International, Inc.

Experience

  • Representation of social media company in connection with its IPO charter and bylaws
  • Representation of a for-profit education provider in connection with the valid issuance of its shares prior to its initial public offering
  • Representation of a board of directors of software company in connection with the adoption of its tax benefit preservation rights plan and the triggering of the rights under the plan
  • Representation of special committee of majority-controlled media company in connection with recapitalization transaction
  • Representation of pharmaceutical company in connection with the declassification of its board of directors
  • Representation of telecommunications company in connection with the review of its indemnification arrangements
  • Representation of financial services company in connection with its adoption of an advance notice bylaw
  • Representation of mid-cap public company in connection with all-cash acquisition in competitive bidding situation
  • Representation of major retailer in connection with asset purchase agreement, including legal opinion whether the asset sale required a stockholder vote under Delaware law

Education

  • J.D., cum laude, University of Pennsylvania Law School
  • B.A., magna cum laude, University of Delaware, Phi Beta Kappa

Publications

  • "Disclaiming Reliance on Extra-Contractual Representations under Delaware Law," Insights, April 2016   View >
  • "2016 Proposed Amendments to the General Corporation Law of the State of Delaware," Insights, April 2016   View >
  • "The New Paradigm (Burden) Shift: The Business Judgment Rule After KKR," Insights, December 2015   View >
  • "Recent Delaware Court of Chancery Opinion Provides Guidance on Advancement and Indemnification," Insights, October 2015   View >
  • "New Delaware Court of Chancery Opinion Provides Guidance for Director Compensation Practices," Insights, June 2015   View >
  • "Court Sanctions Forum Selection Arrangements and Confirms Power to Restrict Books and Records Inspections," Insights, March 2015   View >
  • "The Rights and Duties of Blockholder Directors," The Business Lawyer, Winter 2014/2015   View >
  • "Recent Chancery Court Opinions on Ripeness," Delaware Business Court Insider, December 10, 2014   View >
  • "Chancery Dismisses Stockholder Suit Over Expedia CEO Award," Delaware Business Court Insider, July 30, 2014   View >
  • "Proposed Amendments to the DGCL to Limit Applicability Of the Delaware Supreme Court's Holding in 'ATP Tour'," Corporate Counsel Weekly, June 18, 2014   View >
  • "Chancery Court Decides First Action Under New Section 205," Delaware Business Court Insider, May 7, 2014   View >
  • "2014 Proposed Amendments to the General Corporation Law of the State of Delaware," Insights, May 2014   View >
  • "Considerations in Drafting Board Observer Arrangements," Business Law Today, April 2004   View >
  • "Restoring Equity: Delaware's Legislative Cure for Defects in Stock Issuances and Other Corporate Acts," The Business Lawyer, February 2014   View >
  • "Klaassen v. Allegro: Implementing the Stockholders' Agreement," Delaware Business Court Insider, December 4, 2013   View >
  • "Preserving (or Limiting) Contractual Claims to Address 'Sandbagging'," Delaware Business Court Insider, July 24, 2013   View >
  • "Significant Proposed Amendments to the General Corporation Law of the State of Delaware," Insights, June 2013   View >
  • "Streamlining Two-Step Mergers With Proposed Amendment to DGCL," Delaware Business Court Insider, April 24, 2013   View >
  • "The Equitable Case for Ratification," Delaware Business Court Insider, March 27, 2013   View >
  • "Court of Chancery Addresses Validity of Entity Action," Delaware Business Court Insider, October 24, 2012   View >
  • "Chancery Arbitrations after Year One: Annotated New Form," ABA, August 16, 2012   View >
  • "Delaware Chancery Court Questions Use of Advance Notice Bylaw," Delaware Business Court Insider, June 27, 2012   View >
  • "Chancery Court Provides Guidance on Structuring Financings," Delaware Business Court Insider, April 4, 2012   View >
  • "Revisiting the Special Committee Process: 'In re Southern Peru Copper Corporation'," BNA's Corporate Counsel Weekly, November 30, 2011   View >
  • "Chancery Court Sensitive to Potential Conflicts of Financial Advisors in M&A," Delaware Business Court Insider, September 7, 2011   View >
  • "Valid Issuance of Capital Stock," The Review of Securities & Commodities Regulation, September 7, 2011   View >
  • "Fair Summary II: An Update on Delaware's Disclosure Regime Regarding Fairness Opinions," The Business Lawyer, August 2011   View >
  • "Chancery Court Addresses Revlon Duties and Deal Protection Measures in Small-Cap Transaction," Delaware Business Court Insider, May 11, 2011   View >
  • "Reviewing the Standards of Review in Delaware," Insights, March 2011   View >
  • "New Day for Nonstock Corporations: The 2010 Amendments to Delaware's General Corporation Law," The Business Lawyer, February 2011   View >
  • "An Overview of Delaware-Specific Issues for Stockholders' Meetings," The Review of Securities & Commodities Regulation, November 17, 2010   View >
  • "Poison Pills - How Effective Is Too Effective?," The M&A Lawyer, September 2010   View >
  • "Amendments to Delaware General Corporation Law," Insights, June 2010   View >
  • "Prediction Protection: The Delaware Supreme Court's Amylin Footnote," Insights, November 2009   View >
  • "Destaggering with Class: A Plan for Potential Targets in Troubled Times," Deal Lawyers, November-December 2009   View >
  • "The Delaware and SEC Proxy Access Regimes," The Review of Securities & Commodities Regulation, October 7, 2009   View >
  • "Stockholder Ratification: A Review of the Benefits and Burdens," Bloomberg Law Reports, February 2009   View >
  • "The Right Protection: More on Advancement and Indemnification," The Review of Securities & Commodities Regulation, December 2008   View >
  • "Commanding Officers: The Fiduciary Duties of Officers under Delaware Law," Insights, June 2008   View >
  • "Fair Summary: Delaware's Framework for Disclosing Fairness Opinions," The Business Lawyer, May 2008   View >
  • "Dealing with Dissidents: Vote-Buying and Management Slates," Insights, April 2008   View >
  • "Winning the Class Struggle: Acquirer Strategies for Declassifying Classified Boards," The Corporate Governance Advisor, January 2008   View >
  • "The Implications of Netsmart for Private Companies," Insights, January 2008   View >
  • "Finding Safe Harbor: Clarifying the Limited Application of Section 144," Delaware Journal of Corporate Law, 2008   View >
  • "No Surprises: The Mandatory Nature of Mandatory Advancement and Indemnification," The Corporate Governance Advisor, November 2007   View >
  • "The Price of Remorse: Paying Reverse Termination Fees to Excuse Performance," Insights, October 2007   View >
  • "Paying for the Privilege of Independence: Termination Fees Triggered by "Naked No Votes"," Insights, September 2007   View >
  • "The Shops Are Open: Delaware's New Take on Go-Shop Provisions under Revlon," Insights, July 2007   View >

Presentations

  • "Hot Topics in Securities & Delaware Corporate Law," May 17, 2016
  • "ABA Business Law Section Spring Meeting," April 7, 2016
  • "Delaware Corporate Law Video," March 10, 2016   View >
  • "Delaware Corporate Law Video," September 30, 2015   View >
  • "ABA Business Law Section Spring Meeting," April 16, 2015
  • "Delaware Corporate Law Video," February 25, 2015   View >
  • "33rd Annual Federal Securities Institute," February 5, 2015
  • "2014 ABA Business Law Section Annual Meeting," September 11, 2014
  • "Delaware Corporate Law Video," June 24, 2014   View >
  • "Law360: ATP Tour, Inc. v. Deutscher Tennis Bund ," June 24, 2014   View >
  • "2014 ABA Business Law Section Spring Meeting," April 10, 2014
  • "Delaware Corporate Law Video," December 5, 2013   View >
  • "31st Annual Business & Securities Law Conference 2013," October 24, 2013
  • "American Bar Association's 2013 Annual Meeting," August 8, 2013
  • "Delaware Corporate Law Video Update," June 2013   View >
  • "Delaware Corporate Law Video Update," March 2013   View >
  • "Commercial Arbitration: Advancing and Refining the ADR Process," March 8, 2013
  • "30th Annual Business & Securities Law Conference 2012," October 18, 2012
  • "Delaware Corporate Law Webinar," September 2012   View >
  • "American Bar Association's 2012 Annual Meeting," August 2, 2012
  • "Delaware Corporate Law Webinar," June 2012   View >
  • "2012 ABA Business Law Section Spring Meeting," March 22, 2012
  • "Delaware Corporate Law Webinar," March 2012   View >
  • "Corporate Governance - A Master Class 2012," February 15, 2012
  • "2011 Delaware Tax Institute - Windows of Opportunity: Tax Planning in Times of Transition," November 18, 2011
  • "Delaware Corporate Law Webinar," November 2011   View >
  • "29th Annual New England Business and Securities Law Conference 2011," October 19, 2011
  • "Delaware Corporate Law Webinar," August 2011   View >
  • "Delaware Law Developments 2011: What All Business Lawyers Need to Know," May 18, 2011
  • "Delaware Corporate Law Webinar [Audio only]," May 2011   View >
  • "The 29th Annual Federal Securities Institute," February 16, 2011
  • "Delaware Corporate Law Webinar [Audio only]," February 2011   View >
  • "Delaware Corporate Law Webinar [Audio only]," November 2010   View >
  • "28th Annual New England Business & Securities Law Conference 2010," October 20, 2010
  • "Delaware Corporate Law Webinar [Audio only]
    Versata Enterprises, Inc and Trilogy, Inc. v. Selectica, Inc.," October 19, 2010   View >
  • "Delaware Corporate Law Webinar [Audio only]," August 2010   View >

Awards

  • Chambers USA, 2016, 2015, 2014, 2013, 2012
  • The Legal 500 United States, 2016
  • The Best Lawyers in America, 2017, 2016, 2015, 2014, 2013
  • Super Lawyers, 2016, 2015, 2014, 2013, 2012

Leadership

  • Chairman, Corporate Documents and Process Committee, American Bar Association, Business Law Section