Overview
Nathaniel Stuhlmiller is a highly regarded corporate advisor with an exceptional command of the nuances of the Delaware General Corporation Law.
Nate focuses his practice on transactional matters involving Delaware corporations, including mergers and acquisitions, corporate governance, and corporate finance, and providing advice on a variety of fiduciary duty issues.
While his practice involves the full spectrum of Delaware corporate law advice, Nate’s deep expertise and experience in areas requiring specialized skills and knowledge have made him an invaluable counselor to corporations, boards of directors, and investors. These areas include extensive experience in
- negotiating merger agreements,
- ratifying and validating defective corporate acts and putative stock issuances,
- implementing and administering stockholder rights plans, and
- dissolving corporations under Delaware law.
Nate is a trusted advisor to special committees and has substantial experience guiding committee members through the process of negotiating and evaluating controlling stockholder and other conflict transactions.
Nate has published numerous articles and delivered presentations throughout the country on matters involving Delaware corporate law and corporate governance.
PRACTICES
Corporate Transactions
Corporate Governance
Mergers & Acquisitions
Special Committees & Investigations
Corporate & Chancery Litigation
Select Experience
- Represented the special committee of the board of directors of Coty Inc. in connection with a tender offer from JAB valued at approximately $1.75 billion
- Represented the special committee of the board of directors of Papa John’s International, Inc. in connection with a $200 million strategic investment with Starboard Value LLP
- Represented the independent committee of the board of directors of T-Mobile US Inc. in connection with the $26.5 billion acquisition of Sprint Corp.
- Represented USG Corporation in connection with its acquisition by Gebr. Knauf KG for approximately $7 billion
- Delaware counsel to numerous investors in Altaba, Inc. regarding court-supervised dissolution under Delaware law
- Represented Owens-Illinois, Inc. in connection with a 251(g) holding company restructuring transaction and related bankruptcy proceedings
- Represented GoHealth, Inc. in its $914 million initial public offering
- Represented Vertex, Inc. in its $401 million initial public offering
- Represented Casper Sleep, Inc. in its $100 million initial public offering
- Represented Herman Miller, Inc. in connection with the ratification and validation of defective corporate acts under Sections 204 and 205 of the General Corporation Law of the State of Delaware
- Represented Swisher Hygiene, Inc. in connection with court-supervised dissolution under Delaware law
- Represented Geomet, Inc. in connection with court-supervised dissolution of the company under Delaware law
- Represented MedCath Corporation in connection with administration of its stockholder rights plan, asset sales, and court-supervised dissolution of the company under Delaware law
- University at Buffalo Law School, J.D., magna cum laude, 2010
Buffalo Law Review, Articles Editor - Syracuse University, B.S., 2006
Education
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…
‘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…
Delaware Business Court Insider | February 14, 2024
In Grabski v. Andreessen, C.A. No. 2023-0464-KSJM (Del. Ch. Feb. 1, 2024), the Delaware Court of Chancery declined to dismiss fiduciary claims against officers and directors of Coinbase Global, Inc. who sold shares in a going-public transaction. In the opinion, the court, which has in recent years decided a number of cases involving companies going public…
Recent Complaint Unsuccessfully Challenged ‘Standard Plain Vanilla’ Rights Plan
Delaware Business Court Insider | August 16, 2023
In Building Trades Pension Fund of Western Pennsylvania v. Desktop Metal, a stockholder plaintiff brought derivative claims against Desktop Metal, Inc., alleging that a provision of the company’s rights plan, which was adopted in connection with a proposed merger transaction, impermissibly chilled the free exercise of stockholder voting with respect to the merger agreement at an…
‘In re Lordstown Motors’: Providing Relief From ‘Untold Chaos’
Delaware Business Court Insider | March 1, 2023
In In re Lordstown Motors, the Delaware Court of Chancery provides a roadmap for former special purpose acquisition companies (SPACs) to validate capital structure uncertainties stemming from the same court’s recent decision in Garfield v. Boxed. In Lordstown, the court makes clear that Section 205 of the Delaware General Corporation Law (the DGCL) is available as…
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 Failure of the ‘Failing Business’ Exception Under Delaware Law
Delaware Business Court Insider | June 22, 2022
In Stream TV Networks v. SeeCubic, the Delaware Supreme Court vacated a permanent injunction imposed by the Delaware Court of Chancery that prohibited Stream TV Networks, Inc. and the Rajan brothers, who collectively held a majority of the company’s stock, from blocking a negotiated transfer of all of Stream’s assets to satisfy its secured creditors. In…
Delaware Custodians, Receivers and Trustees (Oh My!)
Delaware Business Court Insider | March 9, 2022
Under Delaware law, the board of directors is generally responsible for overseeing the business and affairs of the corporation. However, where the board is incapable or unwilling to act and in other unique circumstances described below, the Delaware General Corporation Law allows stockholders, directors, creditors and other interested parties to attempt to displace the board’s decision-making…
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…
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…
Elimination of Statutory Barriers May Lead to New Wave of Public Benefit Corporations
Delaware Business Court Insider | February 24, 2021
On August 1, 2013, a new subchapter of the General Corporation Law of the State of Delaware (the “DGCL”) was added to enable Delaware for-profit corporations to be incorporated as or to become a Delaware public benefit corporation, or “PBC.” Rather than being operated solely to maximize value for stockholders, like traditional corporations, PBCs are required…
Recent Developments Regarding ‘Wolf Pack’ Provisions in Rights Plans
Delaware Business Court Insider | November 11, 2020
A traditional stockholder rights plan remains one of the most effective tools a board of directors may use to protect the corporation’s stockholders from the threat of a hostile or abusive takeover. Rights plans often include specific provisions designed to address unique threats or issues facing the corporation. One such provision is an “acting in concert”—or…
Court of Chancery Permits $4.3 Billion Interim Distribution in Altaba Dissolution
Delaware Business Court Insider | November 4, 2020
In In re Altaba, the Delaware Court of Chancery, ruling at a preliminary stage of the dissolution process, authorized Altaba Inc. to make an interim liquidating distribution of up to $4.3 billion to its stockholders. Vice Chancellor J. Travis Laster’s opinion is noteworthy because it is one of the few opinions to authorize an interim distribution…
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…
Recent Developments in Rights Plans in Light of the COVID-19 Pandemic
Delaware Business Court Insider | April 29, 2020
The COVID-19 pandemic has caused significant worldwide disruptions of business operations and has negatively impacted stock prices globally. As a result, many corporations find themselves potentially vulnerable to abusive takeover tactics, such as inadequate or coercive takeover proposals and market accumulations by investors seeking to profit from depressed stock prices that may not accurately reflect a…
Ousted Founder Brings Claims Against Corporate Insiders
Delaware Business Court Insider | February 26, 2020
In Ogus v. SportTechie, C.A. No. 2018-0869-AGB. (Del. Ch. Jan. 31, 2020), the Delaware Court of Chancery refused to dismiss portions of seven claims brought by the jilted founder of SportTechie Inc. against corporate insiders and investors related to his removal from office and the purported repurchase of his equity stake in the company.…
Void-Voidable Distinction Revisited by Delaware Court of Chancery
Delaware Business Court Insider | February 28, 2018
In three recent memorandum opinions, Southpaw Credit Opportunity Master Fund v. Roma Restaurant Holdings (Del. Ch. Feb. 1, 2018), CompoSecure v. CardUX (Del. Ch. Feb. 1, 2018, revised Feb. 12, 2018), and In re Oxbow Carbon Unitholder Litigation (Del. Ch. Feb. 12, 2018), the Delaware Court of Chancery revisited the distinction between void…
Applying ‘Corwin’ to Mergers and Irrebutable Presumption of Business Judgment Rule
Delaware Business Court Insider | February 22, 2017
In Corwin v. KKR Financial Holdings, 125 A.3d 304 (Del. 2015), the Delaware Supreme Court held that the business judgment rule applies to any merger not subject to entire fairness review that has been approved by a fully informed, uncoerced vote of disinterested stockholders. Following that decision, the Delaware Court of Chancery has applied Corwin…
Chancery Court Decision Provides Guidance on Multiforum Litigation
Delaware Business Court Insider | May 25, 2016
In In re Wal-Mart Stores Delaware Derivative Litigation, C.A. No. 7455-CB (Del. Ch. May 13, 2016), the DelawareCourt of Chancery held that an order of the U.S. District Court for the Western District of Arkansas dismissing anArkansas complaint precluded Delaware plaintiffs from litigating demand futility in a Delaware derivative actionchallenging the same underlying conduct. Although the…
Disclaiming Reliance on Extra-Contractual Representations under Delaware Law
Insights | April 2016
In FdG Logistics LLC v. A&R Logistics Holdings,Inc.,the Delaware Court of Chancery clarifi ed thetype of language that must be included in an acquisitionagreement for a party to demonstrate that theother party has eff ectively disclaimed reliance onextra-contractual representations. In sum, the FdGLogistics Court held that the anti-reliance languageat issue, which was merely a…
Delaware’s Long-Form Dissolution Statute: An Underutilized Alternative
MorrisAnderson | September 1, 2015
Many companies are “too broke to go bankrupt.” As the “ABI Commission to Study the Reform of Chapter 11” notes, “anecdotal evidence suggests that Chapter 11 has become too expensive (particularly for small and medium size enterprises),” and more companies are liquidating without attempting to reorganize under federal bankruptcy laws. Those companies often seek alternatives to…
Chancery Court Addresses Aiding and Abetting Claims
Delaware Business Court Insider | February 24, 2015
In Virtus Capital v. Eastman Chemical, C.A. No. 9808-VCL (Del. Ch. Feb. 11, 2015), the Delaware Court of Chancery denied a motion to dismiss a complaint for lack of personal jurisdiction in a suit related to the 2011 sale of Sterling Chemicals Inc. to Eastman Chemical Co. that was allegedly orchestrated by Sterling’s controlling stockholder, Martin…
Chancery Court: Receiver May Be Necessary to Resolve Decades-Old Asbestos Claims
Delaware Business Court Insider | December 7, 2011
In its Nov. 9 decision in In re Krafft-Murphy Company, the Delaware Court of Chancery addressed several important issues that a board of directors and its legal advisers should consider in connection with the dissolution of a corporation.
Chancery Court Sensitive to Potential Conflicts of Financial Advisors in M&A
Delaware Business Court Insider | September 7, 2011
Over the past few years, the level of disclosure regarding the work performed by a financial adviser rendering a fairness opinion in connection with an M&A transaction has increased substantially, due in part to decisions of the Delaware Court of Chancery.
Flores-Figueroa and the Search for Plain Meaning in Identity Theft Law
Buffalo Law Review | 2010
Recognition
- The Legal 500, 2024, 2022, 2021
- Delaware Today Top Lawyer, 2022
Bar Admissions
- Delaware, 2010
