Nathaniel J Stuhlmiller

February 24, 2021 | Delaware Business Court Insider

On Aug. 1, 2013, a new subchapter of the General Corporation Law of the State of Delaware (the DGCL) was added to enable Delaware for-profit corporations to be incorporated as or to become a Delaware public benefit corporation, or "PBC."

By Nathaniel J. Stuhlmiller and Ryan A. Salem

7 minute read

November 11, 2020 | Delaware Business Court Insider

A traditional stockholder rights plan remains one of the most effective tools a board of directors may use to protect the corporation's stockholders from the threat of a hostile or abusive takeover.

By Nathaniel J. Stuhlmiller and Taylor D. Anderson

8 minute read

November 04, 2020 | Delaware Business Court Insider

The opinion also provides important guidance with respect to several other issues that arise in long-form dissolutions, and, given the unprecedented size and complexity of Altaba's dissolution, it will likely be the first of a number of opinions and orders to do so in this case.

By Nathaniel J. Stuhlmiller, Catherine G. Dearlove and Russell C. Silberglied

7 minute read

August 19, 2020 | Delaware Business Court Insider

Since Olenik, each of the three published Court of Chancery opinions substantively addressing whether transacting parties met the ab initio requirement held that the parties failed. This article elucidates the contours of the ab initio requirement by mining fact-based guideposts from those three cases.

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

6 minute read

April 29, 2020 | Delaware Business Court Insider

The COVID-19 pandemic has caused significant worldwide disruptions of business operations and has negatively impacted stock prices globally. As a result, many corporations find themselves potentially vulnerable to abusive takeover tactics.

By Nathaniel J. Stuhlmiller and Taylor D. Anderson

8 minute read

February 26, 2020 | Delaware Business Court Insider

In Ogus v. SportTechie, the Delaware Court of Chancery refused to dismiss portions of seven claims brought by the jilted founder of SportTechie Inc. against corporate insiders and investors related to his removal from office and the purported repurchase of his equity stake in the company.

By Nathaniel J. Stuhlmiller

6 minute read

March 06, 2019 | Delaware Business Court Insider

These decisions highlight the powerful effect, and potentially unintended consequences, of using a “void” provision in the governing documents of Delaware alternative entities.

By Nathaniel J. Stuhlmiller

6 minute read

February 28, 2018 | Delaware Business Court Insider

In three recent memorandum opinions, the Delaware Court of Chancery revisited the distinction between void and voidable acts under Delaware common law.

By Nathaniel J. Stuhlmiller

6 minute read

February 22, 2017 | Delaware Business Court Insider

In Corwin v. KKR Financial Holdings,, the Delaware Supreme Court held that the business judgment rule applies to any merger not subject to entire fairness review that has been approved by a fully informed, uncoerced vote of disinterested stockholders.

By Nathaniel J. Stuhlmiller

9 minute read

May 25, 2016 | Delaware Business Court Insider

InIn re Wal-Mart Stores Delaware Derivative Litigation, , the Delaware Court of Chancery held that an order of the U.S. District Court for the Western District of Arkansas dismissing an Arkansas complaint precluded Delaware plaintiffs from litigating demand futility in a Delaware derivative action challenging the same underlying conduct.

By Nathaniel J. Stuhlmiller

18 minute read