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.
Representative Experience
Seminal cases in Delaware law:
- North American Catholic Educational Programming Foundation, Inc. v. Gheewalla, 930 A.2d 92 (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 AuthenTec, Inc. and its board in the acquisition of AuthenTec by Apple, Inc.
- Represented Brookfield Homes Corporation and certain of its directors in litigation ensuing from its acquisition by Brookfield Residential Properties, Inc.
- 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 committees of MEMSIC, Inc. and Cox Radio, Inc. in going-private transactions