Samuel A. Nolen

Overview

In his 40 years with the firm, Sam Nolen has appeared in many of the leading cases addressing pivotal issues of Delaware corporate law and governance.

Sam is a deeply experienced litigator with an extensive background in high-profile corporate control, M&A, and director liability cases in the Delaware Court of Chancery and Delaware Supreme Court. He represents corporate and individual clients in derivative and class actions, fiduciary responsibility actions, and other complex cases. Sam also advises individuals, boards, and management on governance, transactional, and control dispute issues.

An author and co-author of numerous articles on Delaware law, Sam is also co-editor of the recently revised Delaware Laws & Programs Affecting Business. He has spoken on issues of Delaware corporate law at numerous symposia in the United States and abroad.

PRACTICES

Corporate & Chancery Litigation
Special Committees & Investigations
Mergers & Acquisitions

Clerkships

• Chancellor William Marvel, Vice Chancellor Grover C. Brown, Vice Chancellor Maurice A. Hartnett III, Delaware Court of Chancery, 1979-1980

Select 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 stockholder 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 stockholder 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 Authentix Acquisition Company, Inc., in enforcement of advance appraisal right waiver
• Represented special committee of independent directors of GFI Group, Inc. in bidding contest between BGC Partners and CME/GFI management group
• Represented Semperit Technische Produkte GmbH in joint venture dispute with Sri Trang Agro-Industry Public Co., Ltd.
• Represented AuthenTec, Inc. and its board in the acquisition of AuthenTec by Apple, Inc.
• 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 Lockheed Martin Corporation in actions arising out of $1.67 billion sale of assets
• CME Group, Inc. v. Chicago Board Options Exchange, Inc., C.A. No. 2369-VCN (Del. Ch.): Represented Chicago Board Options Exchange, Inc. and its board of directors in litigation challenging its demutualization plan
• Represented special board committees of MEMSIC, Inc. and Cox Radio, Inc. in going-private transactions

Education

• Washington and Lee University School of Law, J.D., 1979
• Vanderbilt University, B.A., cum laude, German, Political Science, 1976
• Universität Regensburg, 1974-1975

Leadership

• Delaware State Bar Association, Council of the Corporation Law Section, 2007-2020
• International Bar Association, Corporate and M&A Law Committee, Chair, 2013-2014
• Delaware Supreme Court Board of Bar Examiners, 1998-2003
• Delaware Supreme Court Board on the Unauthorized Practice of Law, 1991-2000
• Lex Mundi Ltd., Board of Directors Executive Committee, 2003-2009, Chair, 2007-2008
• Lex Mundi Pro Bono Foundation, Board of Directors, 2005-2009, Chair, 2007-2008
• OperaDelaware, Inc., Board of Directors, 2017-present
• Supreme Court Historical Society, State Chair, 2008-2009
• Washington & Lee University Law Council, Member, 2012-2016
• Wilmington Institute, Board of Managers, 2008-present

Recognition

• The Best Lawyers in America
• Who’s Who Legal, Commercial Litigators, Corporate Governance, M&A
• Super Lawyers
• Who’s Who in American Law
• Guide to the World’s Leading Corporate Governance Lawyers (Legal Media Group)

Bar Admissions

• United States Supreme Court, 2004
• United States Court of Appeals, Third Circuit, 1985
• United States District Court, District of Delaware, 1980
• Delaware, 1979