Vice chancellor laster biography of william hill

What Chandler finds galling is that Chancellor McCormick and Vice Chancellor raised questions about proposed legislation that already had been put forward by Delaware’s Corporation Law Council on an expedited basis, in response to certain of their recent judicial decisions.

Chandler was not making an oral argument in the Delaware Supreme Court about a claimed error in how the Court of Chancery interpreted the law.

Chandler’s testimony also provides an opportunity for observers of the judicial creation of Delaware corporate law to ponder the efficacy of Delaware’s legislative processes. Chandler’s political attack on two members of the judiciary was not only unjust, it threatens judicial independence. Chandler stated that it was unprecedented for a member of the Court of Chancery “to intrude upon the process of making law.”

In the article, I argue that the criticisms were unjust.

Second, he criticized the two judges for having spoken out about Senate Bill 313,  accusing them of seeking legislative power as well as judicial power. I also explore the political significance of Chandler’s rhetoric and of the legislative response itself, Senate Bill 313: Deal lawyers and defense lawyers are now expressing publicly and in law their hostility to the judicial enforcement of stockholder rights.

Chandler made two distinct arguments.

Matthew Belger is a partner in the firm's Corporate Litigation Group and focuses his practice on corporate and commercial litigation in the Delaware Court of Chancery. The expedited drafting and presentation of Senate Bill 313 was a bid for supremacy by the dominant forces on the Corporation Law Council over the judiciary in the realm of Delaware corporate law.

The livestreamed, public circulation of Chandler’s testimony compels a public response.

If a symposium were convened at which law professors and lawyers discussed contractual or statutory responses to the Consolidated Edison case, it would be natural for a Delaware judge to participate. It is not foreordained that the intuitions of the transactions bar, of the defense bar, or of former judges-turned-defense practitioners will overturn decisional law and become legislated Delaware law.

This post comes to us from Joel Edan Friedlander, president of the law firm Friedlander & Gorris, P.A.

It is based on his recent article, “Former Chancellor Chandler’s Unjust Criticism of Chancellor McCormick and Vice Chancellor Laster: What Does It Signify?” available here. Before forming Abrams & Laster, he was a director in the Corporate Department of Richards, Layton & Finger P.A. Before joining Richards Layton & Finger, he clerked for the Honorable Jane R.

Roth of the United States Court of Appeals for the Third Circuit.

Vice Chancellor Laster received his A.B summa cum laude from Princeton University and his J.D. and M.A. from the University of Virginia, where he served on the Virginia Law Review, was a member of the Order of the Coif, and received the Law School Alumni Association Award for Academic Excellence for having the best academic record in his graduating class.

What defense and deal lawyers really want is the dismissal or non-adjudication of stockholder challenges, even if that entails lingering uncertainty over the underlying legal issues, which may remain unresolved until a high-stakes corporate control contest or busted deal.

Lurking in the background of the legislative debate over Senate Bill 313 was a longstanding disagreement about the role of stockholder litigation in corporate governance.

Matthew Belger

Biography

J. Delaware judges do not enjoy lifetime tenure. Additionally, it is potentially damaging to Delaware’s authority in the realm of corporate law.

Chandler’s rhetoric cannot be justified on its own terms, but it is faithful to the notion that the Corporation Law Council – a province of the deal lawyers – deserves control over the ultimate content of Delaware corporate law.

Criticism of a sitting judge in that setting is not only an extraordinary departure from how Delaware represents its judiciary to the outside world, it is necessarily a form of political attack. Chancellor McCormick and Vice Chancellor Laster are representative of a contested approach to stockholder litigation: With proper judicial oversight, it is legitimate and necessary for public stockholders to hold deal participants to account.