Nathan Cook

Partner
(302)499-3601

Mr. Cook is the managing partner of Block & Leviton’s Delaware office and focuses his practice on trial and appellate litigation relating to Delaware corporations and alternative entities. Mr. Cook has experience with a broad range of complex Delaware corporate law matters, including fiduciary duties, appraisal, hostile takeovers, and inspection of corporate books and records. He has had a leading role in multiple trials before the Delaware Court of Chancery, presented argument before the Delaware Supreme Court, and obtained recoveries of hundreds of millions of dollars. Mr. Cook’s experience also includes expedited corporate arbitration and significant corporate advisory work for special committees, boards of directors and corporate officers. In 2019, Lawdragon listed Mr. Cook in its Lawdragon 500 Leading Plaintiff Financial Lawyers guide, which showcases the best of the U.S. plaintiff bar who specialize in representing investors and businesses harmed by corporate misconduct.

After receiving his law degree, Mr. Cook clerked for Vice Chancellor John W. Noble of the Delaware Court of Chancery. After his clerkship, Mr. Cook joined Abrams & Laster (now Abrams & Bayliss) and worked on a wide range of corporate advisory and litigation matters. Prior to joining Block & Leviton, Mr. Cook was a director at one of the preeminent securities and corporate governance class-action firms in the nation and worked on behalf of numerous institutional investors.

Mr. Cook devotes a portion of his time to pro bono work for the Delaware Office of the Child Advocate and Delaware Volunteer Legal Services protection from abuse program.

Notable Cases »

  • In re Dole Food Co. Stockholder Litigation and In re Dole Food Co. Appraisal Litigation (stockholder class action and appraisal litigation relating to take-private merger by controlling stockholder that resulted in findings of bad faith and disloyal misconduct and a damages award of $148 million, plus interest, following a nine-day trial in the Delaware Court of Chancery)
  • In re Clear Channel Outdoor Holdings, Inc. Derivative Litigation (stockholder derivative lawsuit relating to alleged unfair cash-sweep lending arrangement imposed on publicly-traded subsidiary by parent entity, resulting in a settlement that returned $200 million to Clear Channel Outdoor Holdings stockholders)
  • In re News Corporation Shareholder Derivative Litigation (stockholder derivative lawsuit alleging corporate overpayment for acquisition and failure to investigate and remedy cover-up of illegal activity associated with phone-hacking, resulting in a settlement of $139 million)
  • In re Delphi Financial Group Shareholder Litigation (stockholder class action relating to allegations that founder, CEO and Chairman improperly diverted merger consideration to himself, resulting in a $49 million settlement)
  • Indiana Electrical Workers Pension Trust Fund IBEW v. Wal-Mart Stores, Inc. (stockholder books and records lawsuit that resulted in a landmark Delaware Supreme Court ruling recognizing the “Garner doctrine” as Delaware law)
  • Lillis v. AT&T and AT&T Wireless (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 offices of MediaOne)
  • Lead counsel in multiple appraisal actions before the Delaware Court of Chancery and co-lead counsel for trial of the largest appraisal matter in Court of Chancery history
  • Lead and co-lead counsel in multiple trials and appeals in litigation to enforce investors’ rights to inspect corporate books and records, including presenting successful oral argument before the Delaware Supreme Court in defense of post-trial judgment
  • Lead counsel for stockholder seeking to oust incumbent board of directors in successful hostile takeover litigation which, after obtaining stocklist and compelling annual meeting, involved the successful defense against the incumbent directors’ application for a temporary restraining order relating to newly-adopted advance notice bylaws
  • Expedited arbitration of dispute over merger earn-out
  • Representations providing corporate advisory services on a variety of transactional matters relating to Delaware law, including advising boards, special committees, officers and alternative entities in connection with mergers and other fundamental strategic transactions, corporate charters, bylaws, stockholder rights plans (i.e., poison pills), dividends and distributions

Pro Bono Work »

Judicial Commentary »

Institutional Client Representation »

Publications & Speaking Engagements »

  • Led roundtable discussion on “D&O Fiduciary Duties during Insolvency” sponsored by the Institutional Investor Educational Foundation (October 2019)
  • Litigation panelist for the Delaware State Bar Association’s conference “Hot Topics in Delaware Corporate Law:  Updates that Transactional Lawyers and Litigators Need to Know – A View from the Bench and Bar” (May 2019)
  • Co-hosted presentation on “Recent Developments in Delaware Case Law and Changes to the Delaware General Corporation Law” sponsored by the Council of Institutional Investors (June 2018)
  • Panelist for the Securities Litigation Panel at the Perrin Class Action Litigation Conference (May 2017)
  • Panelist for the “M&A and Advising the Board” panel at the Delaware Law Issues Update Conference sponsored by the John L. Weinberg Center and the Society of Corporate Secretaries & Governance Professionals (November 2015)
  • Panelist for the “Section 220 Litigation” panel at the Practising Law Institute’s seminar “Delaware Law Developments 2015:  What All Business Lawyers Need to Know” (June 2015)
  • Co-author with Adam Levitt, Delaware Supreme Court Okays One-Way Fee-Shifting Bylaws, AAJ (Summer 2014)
  • Co-author with A. Thompson Bayliss and Adam Schulman, Frequently Asked Questions, Answers and More Questions about the Business Strategy Immunity, PLI (2011)
  • Co-author with J. Travis Laster, The Delaware Supreme Court Weighs in on Fiduciary Duties to Creditors, Insights (June 2007)

Professional Organizations / Awards »

  • Delaware Corporation Law Council’s Sub-Committee on Common Law Trusts
  • Richard S. Rodney Inn of Court (Executive Committee member for next term)
  • Delaware State Bar Association
  • Delaware Trial Lawyers Association
  • American Association for Justice
  • Volunteer for the Delaware Office of the Child Advocate
  • Volunteer for the Delaware Volunteer Legal Services protection from abuse program
  • Listed in 2019 in the Lawdragon 500 Leading Plaintiff Financial Lawyers
  • Listed in 2019 in The National Trial Lawyers:  Top 40 under 40

Publications »

Languages »

Clerkship »

Education

  • University of Virginia School of Law, J.D.
  • University of Virginia, B.A., with distinction, Economics and History (Jefferson Scholar and Echols Scholar)

Bar Admissions

  • Delaware
  • New York
  • U.S. District Court for the District of Delaware
  • U.S. District Court for the Southern District of New York