Nathan A. Cook
How Judge Cook rules, drawn from 39 signed orders. Every observation links to the order it came from.
About Judge Cook
Nathan A. Cook has served as a Vice Chancellor of the Delaware Court of Chancery since July 2022. Before joining the bench, he litigated corporate matters on behalf of directors, officers, and stockholders. He earned both his undergraduate and law degrees at the University of Virginia.
Judge Cook's practices and standing orders
The court's website lists no individual practices or standing orders of Judge Cook's own (checked October 11, 2026), so the court's local rules and general orders are the place to look (court page ↗).
Standing orders for every case in this court
Orders the court applies to all of its cases, whichever judge has them, as published on the court's website (checked October 11, 2026).
How Judge Cook decides
Patterns drawn from this judge's own signed orders. Every observation links to the order it came from.
What persuades
In Centrella’s advancement dispute, Cook held that the bylaws covered VM employees made parties to proceedings because of their employment, regardless of whether another company also employed them.
“The paradigmatically broad language in the Bylaws extends advancement rights to VM employees made party to a proceeding by reason of their employment. Full stop.”
In Winklevoss Capital Fund v. Shaw, he declined to award rescissory damages after default because the plaintiffs had not requested that type of relief in their complaint, as required by Chancery Rule 54(c).
“Court of Chancery Rule 54(c) prohibits an award that is 'different in kind' from what the operative pleading requested... I therefore cannot award rescissory damages because the plaintiffs did not seek that relief in the complaint.”
A merger-disclosure challenge must identify information that would materially alter the total mix for a reasonable stockholder; merely interesting or additional detail is not enough.
“Material” does not mean ‘everything.”
In Chatham, Cook found that allegations criticizing the board’s rejection of a cash-flow proposal did not plead demand futility with the required particularity.
“Chatham’s allegations amount to little more than disagreement with the Board’s decision to reject the Cash Flow Proposal.”
In Assad v. Chambers, he dismissed a challenge to advance-notice bylaws without prejudice because the plaintiff identified no actual or imminent proxy contest or deterred stockholder to present a ripe controversy.
“Pointing to a handful of vanilla memorandum excerpts and meeting minutes is just not enough, in these circumstances, to demonstrate that a genuine, extant controversy exists.”
Procedural preferences
In Erving v. ABG Intermediate Holdings, he stayed the licensing dispute because the operating agreement clearly delegated substantive arbitrability to the arbitrator.
“Because the parties evidenced a clear and unmistakable intent to have the arbitrator decide issues of substantive arbitrability, the action is STAYED pending the arbitrator's decision.”
In Banks v. Banks Kane, he converted a dismissal motion to summary judgment and deferred it for discovery because the motion relied on numerous exhibits outside the complaint.
“When a Rule 12(b)(6) motion depends on a large volume of documents outside of the pleadings, chances are that the movant has not applied the pleading standard faithfully and is effectively pursuing a motion for summary judgment.”
In Little River Landing v. Allstate, he reviewed exceptions to a magistrate's insurance-policy report de novo, adopted the report, and denied the exceptions without repeating its analysis.
“Believing the [Magistrate Judge] to have dealt with the issues . . . in a proper manner, and having articulated the reasons for her decision well, there is no need for me to repeat her analysis.”
In Invictus, Cook certified an interlocutory appeal after finding that a novel ERISA question and the court’s subject-matter jurisdiction weighed in favor of immediate review.
“The Court concludes that the Rule 42(b)(iii) factors and cost-benefit analysis weigh in favor of interlocutory review. Accordingly, and for the foregoing reasons, the application is GRANTED.”
Cautions
In Govette v. Bongiovani, he dismissed the stockholder's claims with prejudice under Rule 41(b) after finding clear and convincing evidence of fabricated documents and false verified testimony.
“Accordingly, the Court concludes dismissal of Govette's claims with prejudice is an appropriate sanction under Rule 41(b) for his violations of Rule 3(c).”
In the Rende trust dispute, Cook declined to shift fees on the resolved exceptions but warned that continued vexatious filings could warrant fee shifting under the bad-faith exception.
“If his vexatious litigation behavior continues, I will very likely conclude that I am compelled under the applicable standard to shift fees under the bad faith exception to the American Rule.”
In Magna-D Global Healthcare v. CoImmune, he separately reviewed the plaintiff's invoices and affirmed the magistrate's fee award, observing that the amount may have been low.
“I have separately reviewed Plaintiff's invoices and find the amount awarded by the Magistrate appropriate -- perhaps even a bit low.”
In Care One, he denied a former general counsel advancement after trial because the lawyer concealed that his own vested right survived an amendment and did not disclose how to extinguish it.
“the Court will not ratify Lugo’s inequitable conduct by entering judgment in his favor”
Signed rulings
A grounded sample of orders signed by this judge, with the verbatim dispositive language.
“Because the parties evidenced a clear and unmistakable intent to have the arbitrator decide issues of substantive arbitrability, the action is STAYED pending the arbitrator's decision.”
“The Motion is based entirely on 14 exhibits that are not pleaded or referenced in the complaint... The consequence here is that the Motion will be converted to a motion for summary judgment.”
“Defendants' Partial Motion to Dismiss the Verified Class Action Complaint is hereby GRANTED.”
“The Motions are GRANTED with respect to Count VIII of the Complaint to the extent Count VIII is related to the January 2013 Arrangement, the Quid Pro Quo Arrangement, or the Ascend Arrangement. To the extent the Motions seek dismissal of Intrepid's remaining claims based on either res judicata or collateral estoppel, the Motions are DENIED.”
“For the foregoing reasons, the Company's cross motion for summary judgment is granted and Harkonen's cross motion for summary judgment is denied.”
“For the foregoing reasons, I grant the Motion as to the disputed vacation liabilities and deny the Motion as to the disputed bonus liabilities.”
“For the foregoing reasons, the Motion is granted in part and denied in part. The claims against Tiptree for breach of contract, breach of fiduciary duty, and tortious interference are dismissed... The Motion is denied as to the claim against Marine for breach of contract and the claim against Tiptree for unjust enrichment.”
“For the foregoing reasons, Centrella prevails in full on his claims for advancement and fees on fees.”
“For the foregoing reasons, L-5 prevails in this action seeking enforcement of the terms and provisions of the SPA. It is entitled to specific performance in the manner described above.”
“Plaintiffs’ request fails on multiple grounds. ... Thus, under Count III, Shaw is liable to Plaintiffs for their pro rata share of these misappropriated amounts, or $145,037.43.”
“For the foregoing reasons, the Motion is granted.”
“After de novo review, I am satisfied that Plaintiff's Exceptions to the Magistrate Judge's Final Report should be denied, and that the Final Report must be adopted and affirmed.”
Draft for Judge Cook with the record in hand
Ezel grounds your drafting and research in this profile: what has persuaded Judge Cook, and what has not, cited to the signed orders.
Opens in Ezel Pro.
- Grounded in Judge Cook's own signed orders
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace