Nathaniel J Stuhlmiller

November 10, 2024 | Delaware Business Court Insider

Today, a new species of litigation—which we call “foot fault litigation”—is presenting the same core problem as the pre-Trulia disclosure settlements and warrants a similar judicial solution.

By Nathaniel J. Stuhlmiller and Brian T.M. Mammarella

7 minute read

July 03, 2024 | Delaware Business Court Insider

Practitioners generally lauded MFW as a welcome development that rebalanced the litigation risk landscape in a manner that enabled controlled companies to pursue a greater range of value-maximizing transactions. And in the decade that followed, many companies have taken advantage of the MFW framework to do just that.

By Nathaniel J. Stuhlmiller and Brian T.M. Mammarella

7 minute read

February 14, 2024 | Delaware Business Court Insider

In Grabski v. Andreessen, the Delaware Court of Chancery declined to dismiss fiduciary claims against officers and directors of Coinbase Global, Inc. who sold shares in a going-public transaction.

By Nathaniel J. Stuhlmiller

6 minute read

August 16, 2023 | Delaware Business Court Insider

In Building Trades Pension Fund of Western Pennsylvania v. Desktop Metal, a stockholder plaintiff brought derivative claims against Desktop Metal, Inc., alleging that a provision of the company's rights plan, which was adopted in connection with a proposed merger transaction, impermissibly chilled the free exercise of stockholder voting with respect to the merger agreement at an upcoming stockholder meeting.

By Nathaniel J. Stuhlmiller

6 minute read

March 01, 2023 | Delaware Business Court Insider

In Lordstown, the court makes clear that Section 205 of the Delaware General Corporation Law (the DGCL) is available as an equitable, efficient, and effective judicial path to validate certificates of incorporation and shares issued in reliance thereon that, following the Boxed opinion, were the subject of some uncertainty.

By Nathaniel J. Stuhlmiller and Daniel S. Barrow

8 minute read

November 16, 2022 | Delaware Business Court Insider

This article offers a high-level snapshot of the current state of Caremark jurisprudence by highlighting three key takeaways from the 21 published trial court opinions addressing motions to dismiss Caremark claims issued post-Marchand.

By Nathaniel J. Stuhlmiller and Brian T.M. Mammarella

7 minute read

June 22, 2022 | Delaware Business Court Insider

In Stream TV Networks v. SeeCubic, the Delaware Supreme Court vacated a permanent injunction imposed by the Delaware Court of Chancery that prohibited Stream TV Networks, Inc. and the Rajan brothers, who collectively held a majority of the company's stock, from blocking a negotiated transfer of all of Stream's assets to satisfy its secured creditors.

By Nathaniel J. Stuhlmiller

5 minute read

March 09, 2022 | Delaware Business Court Insider

Under Delaware law, the board of directors is generally responsible for overseeing the business and affairs of the corporation.

By Nathaniel J. Stuhlmiller

6 minute read

November 17, 2021 | Delaware Business Court Insider

Stockholder-plaintiffs have filed a number of complaints in the Delaware Court of Chancery challenging at least five mergers involving Delaware special purpose acquisition companies (SPACs) in the last four months alleging that the SPAC's failure to solicit a "class vote" of the SPAC's Class A Common stockholders in connection with certain amendments to the SPAC's certificate of incorporation violates the requirements of Section 242(b)(2) of the Delaware General Corporation Law (the DGCL).

By Nathaniel J. Stuhlmiller and Brian T.M. Mammarella

8 minute read

August 18, 2021 | Delaware Business Court Insider

Delaware courts have recently applied the once-obscure theory to serve at least three distinct doctrinal ends. This article describes, at a high level, what fraud on the board is by pinpointing the various doctrinal roles it has played in three recent opinions issued by the Delaware Court of Chancery.

By Nathaniel J. Stuhlmiller and Brian T.M. Mammarella

6 minute read