Brian T.M. Mammarella

Associate

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Overview

Brian Mammarella is a corporate law specialist whose practice focuses on corporate governance, equitable review principles, DGCL compliance, and complex transactional planning.

Brian Mammarella focuses on advising Delaware corporations and their directors, officers, and stockholders on complex corporate law issues implicated in contests for corporate control, corporate governance matters, conflict of interest transactions, mergers and acquisitions, financings, reorganizations, and related disputes. Brian counsels clients on fiduciary standards of conduct, equitable standards of review, stockholder litigation, and special statutory proceedings in the Delaware Court of Chancery, as well as compliance with the Delaware General Corporation Law and common law interpreting it. He also advises on fundamental corporate events like formation, drafting and amending corporate governing documents, major asset sales, stock issuances, dividends, stock splits, and dissolution.

Brian is an active participant in corporate law policy and discourse. He co-chairs the ABA Business Law Section’s committee on director and officer liability, has assisted members of Delaware’s Corporation Law Council in researching and preparing annual amendments to the DGCL, contributes to the firm’s seminal corporate law treatise, The Delaware Law of Corporations & Business Organizations by Balotti & Finkelstein, and frequently writes on corporate law issues.

Before joining the firm, Brian was an associate in the New York offices of Skadden, Arps, Slate, Meagher & Flom LLP and a law clerk to Vice Chancellor Joseph R. Slights and Vice Chancellor John W. Noble in the Delaware Court of Chancery. He earned his law degree from the University of Virginia School of Law, where he served on the managing board of the Virginia Law Review.

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

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…

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, since 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 Transactions

Trulia 2.0? The Case for a ‘Plainly Beneficial’ Standard

November 11, 2024

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