Thomas V. Ayala

Tom focuses his practice on complex civil litigation with an emphasis on commercial disputes, corporate litigation, class actions, real estate litigation, and tort litigation. He has served as lead trial counsel in corporate and commercial litigation in the Delaware Court of Chancery and federal court.  He has successfully appeared as lead counsel in federal and state courts throughout the country, presented and cross-examined fact and expert witnesses in various disciplines and industries, and negotiated settlements in business-to-business disputes, consumer-to-business disputes, as well as in multidistrict litigation (MDL proceedings) and serial litigation.

Tom also works with businesses in the creation and enforcement of compliance programs, due diligence related to potential acquisitions, contracting, warranty and labeling counseling, and internal investigations and responses to subpoenas, site audits and investigations by various federal and state government agencies. He has represented corporations, partnerships, limited liability companies, and their shareholders, officers, as well as state attorneys’ general and individuals from all walks of life.

Significant recent matters include:

• Represented former corporate officers as lead trial counsel in Delaware Court of Chancery.
• Represented corporation as lead counsel in commercial litigation against competitor in Delaware Court of Chancery.
• Represented pharmaceutical distributor as lead counsel in commercial dispute with manufacturer arising from an FDA-mandated product recall.
• Achieved summary judgment in products liability action on behalf of government contractor.
• Represented shareholders as lead counsel in Delaware and Pennsylvania in corporate governance disputes.
• Represented multiple Philadelphia landowners as lead counsel in class action litigation.

Prior to joining the firm, Tom was a partner at a national litigation practice where he focused on complex civil litigation focusing on the pharmaceutical and medical device industries. He also previously spent time with an international AmLaw 100 firm serving as national and regional Mid-Atlantic counsel, with substantial experience spanning the litigation spectrum, as well as corporate counseling. As a law clerk to the Honorable Judge Eduardo C. Robreno then of the U.S. District Court for the Eastern District of Pennsylvania, he was actively involved in the administration of matters under both federal and state law.

Co-Author, “SCOTUS Upholds PA Jurisdiction Over “Any Claim” Against Registered Businesses, But Hints PA Law May Violate Commerce Clause,” July 6, 2023

Presenter, “Business Communications in a Remote-Work Environment: Protecting Privilege, Confidentiality and Clarity,” Accredited CLE Program, April 16, 2021

Author, “Pennsylvania Businesses Are Strictly Liable for Violations of Pennsylvania’s Unfair Trade Practices and Consumer Protection Law, the Pennsylvania Supreme Court Holds,” February 26, 2021

Presenter, “Deal Breakers – Trends and Lessons Learned from Recent Litigation Over Broken Deals,” Accredited CLE Program, February 26, 2021.

Business Disputes

• Represented pharmaceutical distributor as lead counsel in commercial dispute with manufacturer arising from an FDA-mandated product recall.
• Represented corporation as lead counsel in commercial litigation against competitor in Delaware Court of Chancery.
• Represented an engineering firm in defense of indemnification claims by orthopedic manufacturer alleging $200M in damages, culminating in the trial of claims before a mediator and confidential resolution of all claims.
• Represented construction products manufacturer in resolving liquidated damages dispute arising from requirements/output contracts.
• Negotiated pre-suit resolution of manufacturer-distributor severance dispute for the manufacturer of imaging technology used in medical and industrial applications.

Corporate Counseling

• Advised Delaware corporation in connection with dispute among shareholder arising from capital raise.
• Merger and acquisition diligence to assess liability exposure from potential acquisition, evaluate pending litigation and advise on successor liability issues.
• Advised clients on product warranties, promotional materials, product warnings, material safety data sheets, employee safety training materials and UCC Article 2 contracting best practices.
• Advised clients on responding to regulatory audits, site visits, warning letters, subpoenas, product recalls and regulatory compliance.
• Counseled a company bringing FDA-approved medicine to the U.S. market on initial submissions to the FDA and healthcare insurer reimbursement strategy.

Corporate Governance and Delaware Counsel Practice

• Successfully petitioned Delaware Court of Chancery to compel annual shareholder meeting.
• Represented former corporate officers as lead trial counsel in Delaware Court of Chancery.
• Represented corporation as lead counsel in commercial litigation against competitor in Delaware Court of Chancery.
• Represented non-profit standard-setting organization in litigation involving defense and indemnification under organizational bylaws.
• Defended chief executive officer and chief financial officer against breach of fiduciary duty claims.
• Defended outside directors and audit committee members against breach of fiduciary duty (oversight) claims.
• Represented life insurance company in class action by policyholders challenging surplus levels and seeking to compel additional dividends.
• Available to serve as Delaware Counsel in Delaware Federal and State Courts.

Debtor-Creditor / Bankruptcy Litigation

• Represented a healthcare company in negotiation of debt restructurings and commercial litigation in the healthcare industry.
• Represented technology company in litigation over software licensing fees.
• Represented health and retirement fund in litigation over Chapter 11 reorganization plan proposed by major U.S. coal company.
• Represented turnaround management firm in litigation arising from Chapter 11 reorganization effort.

Internal Investigations and Government Affairs

• Conducted internal investigations and advised clients on issues governed by the Consumer Product Safety Commission, Environmental Protection Agency, Food and Drug Administration, International Council for Harmonisation, Occupational Safety and Health Administration and State Department of Insurance.
• Presented to U.S. Food and Drug Administration in connection with agency adjudication of Citizen Petition involving pharmaceutical medicine.
• Presented to U.S. Consumer Product Safety Commission during an on-site visit by agency officials and investigation of operations of national construction products manufacturer.
• Retained as outside counsel by state attorneys general to conduct investigations of marketing programs and regulatory affairs in the pharmaceutical medical device industry.

Tort Litigation and Counseling

• Served on executive committee coordinating national defense strategy and regional trial counsel for welding consumables manufacturers in product liability and MDL litigation.
• Represented a national retailer in tort and consumer litigation, including federal trial resulting in a defense verdict and successful defense of judgment on appeal in U.S. Court of Appeals for the Third Circuit.
• Led defense of national construction products company in serial and class action litigation alleging property damage resulting in summary judgment on all claims and defended judgment on appeal in U.S. Court of Appeals for the Eleventh Circuit.
• Lead counsel conducting Daubert hearings in federal court and led and cross-examined multiple interdisciplinary teams of experts in complex tort litigation. Worked with experts to conduct internal investigations outside of litigation, litigation reports and testimony in areas including biocompatibility of medical devices, biomechanical engineering, biosafety in the workplace, cardiology, epidemiology, drug safety in pregnancy, FDA regulations, electrophysiology, gynecology, hematology, industrial hygiene, neurology, pathology, pharmacology, pharmacokinetics, pulmonology, orthopedic surgery, general and reproductive toxicology, and the fate and transport of chemicals in the environment.

Pro Bono

• Coauthored an amicus brief in the Supreme Court of Pennsylvania seeking to declare PA Act 72 unconstitutional. PA Act 72 rolled back pay raises for certain elected officials in the Commonwealth, including Pennsylvania judges. The Act was ultimately repealed.
• Represented a quadriplegic tenant in a trial of his claim for breach of warranty of habitability against his former landlord in Philadelphia Municipal Court, obtaining judgment for the full amount of damages claimed.
• Presented evidence and summation to obtain political asylum for a Burundi National and Temple University student.