Nathan Cook is a director at Grant & Eisenhofer and focuses his practice on trial and appellate litigation relating to Delaware corporation and alternative entity law. Mr. Cook has litigated a variety of Delaware law matters, including numerous matters relating to the fiduciary duties of directors, officers and controlling stockholders, appraisal rights, and stockholder inspections of corporate books and records, as well as disputes relating to corporate contests for control, the post-merger treatment of options and merger earn-outs.
Mr. Cook has litigated multiple complex matters before the Delaware Court of Chancery and the Delaware Supreme Court including: In re Dole Food Co. Stockholder Litigation and In re Dole Food Co. Appraisal Litigation, stockholder class and appraisal litigation resulting in a damages award of $148 million, plus interest, following a nine-day trial; In re News Corporation Shareholder Derivative Litigation, a stockholder lawsuit resulting in a $139 million settlement; In re Clear Channel Outdoor Holdings, Inc. Derivative Litigation, resulting in a settlement which returned $200 million to Clear Channel Outdoor Holdings’ stockholders; In re Delphi Financial Group Shareholder Litigation, a stockholder class action resulting in a $49 million settlement; Indiana Electrical Workers Pension Trust Fund IBEW v. Wal-Mart Stores, Inc., a stockholder books and records lawsuit that obtained one of the largest productions of internal documents pursuant to 8 Del. C. §220 in Delaware Chancery Court history and led to a landmark Delaware Supreme Court ruling recognizing the “Garner doctrine” as Delaware law; and Oklahoma Firefighters Pension & Retirement System v. Citigroup Inc., a successful lawsuit to inspect internal books and records relating to $400 million in alleged fraudulent lending, as well as alleged regulatory non-compliance, involving a Mexican subsidiary bank.
Prior to joining Grant & Eisenhofer, Mr. Cook served as lead trial counsel for a stockholder seeking to replace incumbent directors in a hostile takeover, successfully representing the stockholder in stock-list litigation, litigation to compel a stockholders meeting, defeat of the incumbent directors’ request for temporary restraining order concerning compliance with advance notice bylaws, and a highly-contested stockholders meeting. Mr. Cook’s prior experience also includes Lillis, et al. v. AT&T and AT&T Wireless, a successful action to recover the value of out-of-the-money stock options, which were cancelled in the AT&T-Cingular Wireless merger, on behalf of former directors and executive officers of MediaOne.
Mr. Cook also has significant experience providing corporate advisory services on a variety of matters relating to Delaware law—e.g., advising directors (including special committees) and officers in connection with mergers and other strategic transactions; charters, bylaws, and stockholder rights plans; and dividends and distributions.
Mr. Cook spoke on the “M&A and Advising the Board” panel at the 2015 Delaware Law Issues Update conference hosted by the Weinberg Center and the Society of Corporate Secretaries & Governance Professionals. Mr. Cook also spoke on a panel discussing litigation to enforce stockholders’ rights to inspect corporate books and records at the Practising Law Institute’s seminar “Delaware Law Developments 2015: What All Business Lawyers Need to Know.” Mr. Cook also authored Delaware Supreme Court Okays One-Way Fee-Shifting Bylaws, AAJ (Summer 2014), and co-authored The Delaware Supreme Court Weighs in on Fiduciary Duties to Creditors, Insights (June 2007), and Frequently Asked Questions, Answers and More Questions about the Business Strategy Immunity, PLI (2011).
In 2015, Mr. Cook was selected to The National Trial Lawyers: Top 40 Under 40. Mr. Cook is a member of the Richard S. Rodney Inn of Court, the American Bar Association (Business Law Section), the Delaware State Bar Association, and the New York State Bar Association.
Mr. Cook received his B.A., with distinction, from the University of Virginia in 2002, where he majored in economics and history and was a Jefferson Scholar and an Echols Scholar. He received his J.D. from the University of Virginia in 2005, where he served on the Editorial Board for the Virginia Environmental Law Journal. Following graduation from law school, Mr. Cook served as a law clerk to the Honorable John W. Noble of the Delaware Court of Chancery.