Brian T.M. Mammarella

Associate

Contact

Overview

Brian Mammarella served on the Managing Board of the Virginia Law Review and clerked for Vice Chancellor John W. Noble and Vice Chancellor Joseph R. Slights III in the Delaware Court of Chancery.

Brian focuses on counseling corporations, directors, officers, board committees, and stockholders on complex corporate governance and transactional issues implicating the General Corporation Law of the State of Delaware and related common law of fiduciary duties.

During law school, Brian served as an intern for Chief Justice Myron T. Steele of the Delaware Supreme Court and as a research assistant for Professor Michal Barzuza. He earned the Robert K. Bellamy Scholarship as his class’s outstanding graduate in the field of employment law, the Norton Rose Fulbright Best Memorandum Award for excellence in legal writing, and a competitive Dillard Fellowship to serve as an assistant legal writing instructor.

Prior to joining Richards Layton, Brian was a corporate and securities litigation associate in the New York offices of Skadden, Arps, Slate, Meagher & Flom LLP. As a former litigator and law clerk in the Delaware Court of Chancery, Brian brings a uniquely fulsome perspective to the realm of stockholder litigation, as he has direct experience handling all phases of a case’s life cycle: fiduciary and statutory risk mitigation at the transactional stage, motions practice and discovery, trial-level adjudicative process, and appeals to the Delaware Supreme Court.

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

Education

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

Publications

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…

Training for Tomorrow: 2021 Checklist for Entity Counsel Supervising the Creation or Renewal of an Executive Protection Program in the Age of “Cooperation”

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

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

YMCA of Delaware (Central Branch), Board of Directors
Represents nonprofit and community-oriented organizations in various corporate governance matters

Recognition

The Best Lawyers in America, Ones to Watch, 2024, 2023, 2022

Bar Admissions

Delaware
New York
United States District Court, District of Delaware
United States District Court, Southern District of New York

Related Publication

Corporate & Chancery Litigation

Court of Chancery Clarifies the Scope of Disclosure Liability in Novel Contexts

November 15, 2023

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