Richards, Layton & Finger, P.A.

Corporate Litigation

John Hendershot, director at Richards, Layton & Finger, focuses his practice on corporate litigation in Delaware’s state and federal courts.  He regularly handles matters involving:

fiduciary duties of directors

statutory appraisal rights

advancement and indemnification rights

statutory rights to inspect books and records

commercial and contract law

PRACTICES

Investigative & Demand Committees

Corporate & Chancery Litigation

Corporate Governance

Mergers & Acquisitions

Select Experience

Represented Herman Miller, Inc. and Design Within Reach in a successful application to the Delaware Court of Chancery for relief under Sections 204 and 205 of the Delaware General Corporation Law, and successfully defended the trial court’s decision on appeal to the Delaware Supreme Court

Represented Dell Inc. in a statutory appraisal proceeding and successfully argued summary judgment motions determining entitlement of stockholders to the appraisal remedy

Represented derivative plaintiffs in litigation in the Delaware Court of Chancery alleging self-dealing and excessive compensation by directors and controlling stockholders

Represented a venture investor in direct and derivative litigation against management of a Delaware corporation alleging breaches of stock purchase agreement and fiduciary misconduct

Represented numerous corporations in statutory appraisal and fiduciary duty suits arising out of mergers, acquisitions, and other transactions

Represented litigants in contract disputes arising out of stock purchase and similar agreements

Represented corporations in litigation over the scope of a stockholder’s right to inspect corporate books and records in connection with expected proxy contest, appraisal, and fiduciary duty litigation

Represented both corporations and their directors and officers in actions concerning statutory and contractual rights to indemnification and advancement

Advised a corporation and its directors with regard to a consent solicitation in which insurgents sought to remove the incumbent board of directors

Delaware Supreme Court Reinstates Tesla CEO Compensation Plan

December 23, 2025

On December 19, 2025, the Delaware Supreme Court issued its highly anticipated opinion in In re Tesla, Inc. Derivative Litigation, reversing the Chancery Court’s order of rescission and reinstating the 2018 incentive compensation package for CEO Elon Musk that Tesla’s stockholders had ratified.  The Supreme Court found that the lower court’s remedy of equitable rescission, which…

The Practitioner’s Guide to the Delaware Rapid Arbitration Act (2nd edition)

2015

In April 2015, Delaware Governor Jack Markell signed into law one of the most highly specialized arbitration statutes ever passed: the Delaware Rapid Arbitration Act (hereafter the “Act” or the “DRAA”). The Act, a response to the request by Delaware’s corporate citizenry for a modern and useful arbitration statute, is the work of an interdisciplinary team…

Appraisal Rights in Mergers and Consolidations, Bloomberg BNA Corporate Practice Series, No. 38-5th, 2010 (with Jesse A. Finkelstein)

Delaware

University of Chicago Law School, J.D., with honors, 2001

Thomas Aquinas College, B.A., 1998