A Deeper Dive — Case Law Matters: Identifying and Dealing with Controlling Stockholders

Nathaniel M. Cartmell III, Nicholas D. Mozal, Youmna Salameh, and former Vice Chancellor of the Delaware Court of Chancery Joseph R. Slights III provide keen insight into recent decisions under Delaware law that address controlling stockholders, extending the discussion of a CLE program at the ABA Business Law Section’s 2022 Hybrid Annual Meeting (now available as on-demand CLE). Their conversation delves into the determination of whether a control group exists, considerations around trading process for price in the context of the MFW decision, key differences in negotiating with a controller stockholder, and more.

Read more about the video’s speakers below:

Nathaniel M. Cartmell III

Nathaniel M. Cartmell III is a San Francisco-based corporate attorney with Pillsbury Winthrop Shaw Pittman LLP. Nate regularly advises clients on multifaceted corporate matters, including public and private offerings, complex merger and acquisition activity, and corporate governance issues. He has counseled numerous board committees on related-party transactions and corporate investigations. Nate formerly led Pillsbury’s Corporate and Merger & Acquisition teams, and is a past member and lead director of Pillsbury’s board. Nate currently chairs the ABA’s M&A Jurisprudence Subcommittee.

Nicholas D. Mozal

Nick Mozal (Counsel, Potter Anderson & Corroon LLP) focuses his practice on corporate and commercial litigation in the Delaware Court of Chancery and Supreme Court. His experience includes litigating stockholder class and derivative claims, and statutory proceedings under the Delaware General Corporation Law, such as actions concerning advancement, appraisal, and contested board elections. He also counsels directors and special committees regarding issues of corporate governance and fiduciary duties.

Youmna Salameh

Ms. Salameh is a Managing Director in Houlihan Lokey’s Special Committee Advisory practice, where she advises special committees of public companies in navigating conflict-prone situations and complex transactions. She has deep expertise in M&A, financing, and special situations involving controlling stockholders, related-party dynamics, inbound offers, and dual-class stock structures. She also serves on the firm’s Fairness Opinion Review Oversight Committee. Prior to joining Houlihan Lokey, Ms. Salameh held positions in the Financial Sponsors & Leveraged Finance groups at UBS and Barclays. Ms. Salameh holds a B.S. in International Economics from Georgetown University and an MBA from Harvard Business School.

Joseph R. Slights III

Joseph Slights is a member of Wilson Sonsini, resident in the firm’s Wilmington, Delaware office. He retired as Vice Chancellor from the Delaware Court of Chancery in June, 2022. Prior to his service on the Court of Chancery, he served twelve years as a judge on the Superior Court of Delaware where he was instrumental in creating the Court’s Complex Civil Litigation Division.

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