Overview
Brian Mammarella advises corporations and their directors, officers, and stockholders on Delaware corporate law and governance issues.
Brian regularly advises on a broad array of corporate and transactional matters, including fiduciary duties, conflict of interest transactions, special committee matters, mergers and acquisitions, stockholder activism, and contests for corporate control. He also counsels clients on Delaware corporate law aspects of initial public offerings, stockholder meetings, preferred stock financings, and related strategic transactions, including on technical statutory matters.
Brian’s practice frequently involves counseling in corporate governance disputes and stockholder litigation. Brian is a former litigator who joined the firm after clerking for the Delaware Court of Chancery and working as a corporate and securities litigation associate in the New York offices of Skadden, Arps, Slate, Meagher & Flom LLP. He leverages his litigation skills and perspectives when advising clients in transactional contexts—particularly those likely to result in litigation in the Delaware Court of Chancery.
Brian is a co-author of the firm’s seminal corporate law treatise, The Delaware Law of Corporations & Business Organizations by Balotti & Finkelstein. He is a co-chair of the ABA Business Law Section’s Director and Officer Liability Committee, has assisted members of Delaware’s Corporation Law Council in researching and preparing annual amendments to the DGCL, and frequently writes on corporate law issues.
PRACTICES
Corporate Transactions
Corporate Governance
Mergers & Acquisitions
Clerkships
- Vice Chancellor John W. Noble and Vice Chancellor Joseph R. Slights III, Delaware Court of Chancery, 2015-2016
Select Experience
- Advised a special committee of the board of directors of a private asset management firm on fiduciary and corporate governance issues implicated by its assessment of a potential sale of the company
- Advised a special committee of the board of directors of a public consumer goods company in connection with its evaluation of a transaction proposed by a controlling stockholder
- Advised a public energy company on fiduciary and statutory matters implicated by a prospective stock repurchase
- Advised the board of directors of a public asset management firm on fiduciary issues implicated by its determination of executive compensation
- Advised a public digital consumer products company on contractual and corporate governance aspects of its merger with a strategic target
- University of Virginia School of Law, J.D., 2015
Virginia Law Review, Executive Editor - College of William & Mary, B.A., summa cum laude, 2012
Phi Beta Kappa
James Monroe Scholar
Education
Publications
The DGCL’s Newly Enacted Safe Harbor Procedures and Books and Records Regime
Insights | June 2025
On March 25, 2025, Delaware’s governor, Matt Meyer, signed Senate Substitute 1 to Senate Bill 21, enacting significant changes to the Delaware General Corporation Law (the DGCL). The bill, as enacted, reflects the basic principles set forth in the original legislation introduced on February 17, 2025, but includes the recommendations made by the Council of the…
The Business Lawyer | Winter 2024-2025
In West Palm Beach Firefighters’ Pension Fund v. Moelis & Co., the Delaware Court of Chancery held that various provisions contained in a stockholder agreement, which were intended to give Ken Moelis, the founder and largest stockholder (the “Founder”) of Moelis & Co. (“Moelis”), control over Moelis following the company’s initial public offering (the “IPO”),…
Trulia 2.0? The Case for a ‘Plainly Beneficial’ Standard
Delaware Business Court Insider | November 11, 2024
In 2016, the Delaware Court of Chancery held in In re Trulia Inc. Stockholder Litigation that what it called “disclosure settlements”—settlements in which a class of stockholders solely received supplemental proxy disclosures in exchange for a classwide release of claims—“would be met with continued disfavor unless the supplemental disclosures address a plainly material misrepresentation or…
The Perils of Adjudicated Fraud
Business Law Today | October 21, 2024
Directors and officers of Delaware corporations often benefit from a robust suite of liability protections that generally include exculpation rights, indemnification rights, rights to recoup expenses incurred while defending a proceeding in advance of its final disposition (or “advancement” rights), and rights under director and officer (D&O) liability insurance policies. While each aspect of this so-called…
‘MFW’ Just Turned 10, but Is It Worth the Candle?
Delaware Business Court Insider | July 3, 2024
In 2014, the Delaware Supreme Court held in Kahn v. M&F Worldwide (MFW) that the business judgment rule applies to a transaction that would otherwise be subject to the exacting entire fairness standard of review due to the presence of a conflicted controlling stockholder so long as the parties condition the transaction at the outset…
The Nature of Fiduciary Duties Owed to Limited-Life Corporations
Business Law Today | December 13, 2023
The fiduciary duties of directors of a Delaware corporation are frequently summarized as follows: “[T]he fiduciary relationship requires that the directors act prudently, loyally, and in good faith to maximize the value of the corporation over the long-term.” Embedded within that formulation is a temporal element: the duty is tied to the deliberately amorphous “long term”…
Court of Chancery Clarifies the Scope of Disclosure Liability in Novel Contexts
Delaware Business Court Insider | November 15, 2023
Under Delaware law, corporate fiduciaries owe an affirmative duty of disclosure when seeking stockholder action—including, for example, presenting a matter for stockholder approval or proposing a transaction that otherwise requires stockholders to make an investment decision, such as whether to seek appraisal or participate in a corporation’s self-tender. In these circumstances, directors owe an affirmative duty…
Three Lessons From Three Years of Post-‘Marchand’ Caselaw
Delaware Business Court Insider | November 16, 2022
Just over three years ago, the Delaware Supreme Court held in Marchand v. Barnhill that the failure to maintain an internal monitoring system that could have prevented a deadly listeria outbreak gave rise to an actionable oversight claim against the board of directors under In re Caremark International Inc. Derivative Litigation. Although the Delaware Supreme Court…
The Relevance of Commercial Reality in Interpreting Charters and Bylaws
Delaware Business Court Insider | August 17, 2022
Where a literal reading yields a result at odds with what the drafters would have reasonably intended (which itself derives from the commercial context evidenced in plain terms throughout the instrument), literal meaning gives way to a more nuanced “objective” meaning. This article explores the application of this key precept in the interpretation of charters and…
SPAC Mergers Challenged for an Alleged Statutory Foot-Fault
Delaware Business Court Insider | November 17, 2021
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…
Business Law Today | November 1, 2021
The corporation laws of every U.S. jurisdiction permit corporations on the “clear day” (i.e., before an adverse claim arises) to agree to advance defense costs, indemnify, and insure presumptively innocent directors and officers against risks of liability that arise out of their good faith service to the corporation. States’ laws governing alternative entities generally leave the…
Three Opinions on Fraud on the Board
Harvard Law School Forum on Corporate Governance | September 8, 2021
In a footnote in a two-page order issued in 2018, the Delaware Supreme Court quietly reminded corporate law practitioners that, per the 1989 case of Mills Acquisition v. Macmillan, a complaint seeking post-closing Revlon damages can survive a motion to dismiss without pleading nonexculpated breaches of fiduciary duty by a majority of directors so long as…
What Is Fraud on the Board? 3 Opinions Seek to Answer That Question
Delaware Business Court Insider | August 18, 2021
In a footnote in a two-page order issued in 2018, the Delaware Supreme Court quietly reminded corporate law practitioners that, per the 1989 case of Mills Acquisition v. Macmillan, a complaint seeking post-closing Revlon damages can survive a motion to dismiss without pleading nonexculpated breaches of fiduciary duty by a majority of directors so long…
Court of Chancery’s Post-‘Olenik‘ Interpretation of the ‘Ab Initio‘ Requirement
Delaware Business Court Insider | August 19, 2020
In Kahn v. M&F Worldwide, 88 A.3d 635 (Del. 2014), and its progeny, Delaware courts established that transactions subject to the entire fairness standard of review due to the presence of a conflicted controlling stockholder will nonetheless receive business judgment rule deference if the deal in question is conditioned ab initio on two well-known procedural…
Revisiting Director Independence and Disinterestedness in the Demand Futility Context
Insights | March 2020
In McElrath v. Kalanick, the Delaware Supreme Court affirmed the Chancery Court’s opinion dismissing derivative claims challenging a board’s approval of what “[b]y any reasonable measure” was found to be “a flawed transaction.” In rejecting the plaintiff’s arguments that questioned the disinterestedness and independence of a majority of the director defendants, the Court made clear that…
An Evidence-Based Objection to Retributive Justice
Yale Journal of Health Policy, Law, and Ethics | 2016
Advancements in neuroscience and related fields are beginning to show, with increasing clarity, that certain human behaviors stem from uncontrolled, mechanistic causes. These discoveries beg the question: If a given behavior results from some combination of biological predispositions, neurological circumstances, and environmental influences, is that action unwilled and therefore absolved of all attributions of credit, blame,…
Leadership
- Co-Chair, Director and Officer Liability Committee, ABA, Business Law Section
Pro Bono Activities
- Represents nonprofit and community-oriented organizations in various corporate governance matters
Recognition
- The Best Lawyers in America, Ones to Watch, since 2022
Bar Admissions
- Delaware
- New York
- United States District Court, District of Delaware
- United States District Court, Southern District of New York