Samuel A. Nolen

Samuel A. Nolen is an experienced corporate litigator with extensive background in high-profile corporate control, M&A and director liability cases in the Delaware Court of Chancery and Delaware Supreme Court.

A director in the firm’s Corporate Department since 1986, Mr. Nolen joined Richards, Layton & Finger in 1980. He advises individuals, boards and management on corporate governance, transactional and control dispute issues. Mr. Nolen represents corporate and individual clients in derivative and class actions, fiduciary responsibility actions and other complex cases.

Mr. Nolen has appeared in many of the leading cases addressing these issues of corporation law and corporate governance in the Delaware Court of Chancery and Delaware Supreme Court, and has spoken on these issues at numerous symposia in the United States and abroad. He has authored or co-authored numerous articles on Delaware law and is co-editor of Delaware: Laws and Programs Affecting Business.

Seminal cases in Delaware law:

• North American Catholic Educational Programming Foundation, Inc. v. Gheewella, 930 A.2d 32 (Del. 2007); seminal decision establishing that directors of company in vicinity of insolvency do not owe fiduciary duties to creditors
• Solomon v. Pathe Communications Corp., 672 A.2d 35 (Del. 1996); seminal decision on absence of duty of major shareholder to offer “fair” price in noncoercive tender for minority shares
• Credit Lyonnais Bank Nederland N.V. v. Pathe Communications Corp., 1991 WL 277613 (Del. Ch. 1991); represented lender in seizure of control of MGM movie studios; case first raised question of director fiduciary duties to creditors in vicinity of insolvency context as issue of Delaware law
• Blasius Indus., Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988); seminal decision establishing standard of judicial review of defensive measures affecting shareholder franchise
• Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985); seminal decision establishing standard of judicial review of target defensive measures)
• Frantz Mfg. Co. v. EAC Indus., 501 A.2d 401 (Del. 1985); establishing authority of majority shareholder to protect power to control against encroachment by board of directors

Recent representative engagements:

• Represented Lockheed Martin Corporation in actions arising out of $1.67 billion sale of assets: BAE Systems Information and Electronic Systems Integration, Inc. v. Lockheed Martin Corp., C.A. No. 3099-VCN (Del. Ch.) and BAE System North America Inc. v. Lockheed Martin Corp., C.A. No. 20456 (Del. Ch.)
• Represented Chicago Board Options Exchange, Inc. and its board of directors in litigation challenging its demutualization plan: CME Group, Inc. v. Chicago Board Options Exchange, Inc., C.A. No. 2369-VCN (Del. Ch.)
• Represented special board committee of Cox Radio, Inc. in going private transaction
• Represented Coca-Cola Enterprises and its board of directors in successful defense of derivative suit: In re: Coca-Cola Enterprises, Inc., 2007 WL 3122370 (Del. Ch. 2007), aff’d , No. 601, 2007 (Del. June 20, 2008) (Order)

• Delaware State Bar Association, Member, Council of the Corporation Law Section, 2007-present
• American Bar Association, Member, Business Law, Litigation and International Sections
• International Bar Association, Corporate and M&A Law Committee, Publications Editor 2002-2004; Secretary 2005-2007; North American Conference Coordinator, 2006-2008; Vice Chair, 2009-present
• Delaware Supreme Court Board of Bar Examiners, 1998-2003
• Delaware Supreme Court Board on the Unauthorized Practice of Law, 1991-2000
• Lex Mundi Ltd., Board Member, 2002-2009; Executive Committee Member, 2003-2009; Chair, 2007-2008
• Lex Mundi Pro Bono Foundation, Board Member, 2005-2009; Chair, 2007-2008
• Supreme Court Historical Society, Member, 1985-present; State Chair, 2008-2009
• World Affairs Council of Wilmington, Board Member, 1995-present
• Wilmington Institute Library, Member, Board of Managers, 2008-present

• Who’s Who Legal, Commercial Litigators
• Who's Who Legal, Corporate Governance
• Who’s Who in American Law
• Guide to the World Leading Corporate Governance Lawyers (Legal Media Group)
  

• Lex Mundi Pro Bono Foundation, Board Member, 2006-2009; Chair, 2007-2008