Page 15 - Delaware Lawyer - Issue 3 - 2024

wherever they want to fairly easily.
And as we were discussing, different
corporate law regimes are possible.
So, jurisdictions will find somewhere
along that spectrum of options that
they believe is fair and efficient.
Delaware of course has an enor-
mous body of case law that is help-
ful due to the certainty it provides.
This is the case law that law students
learn in law school and so are familiar
with when their clients come to them
to ask about corporate jurisdictions.
Certainty is usually a first priority for
corporations.
Delaware also has a very good judi-
cial nominating and approval process.
Everyone in the state, including the
governor and the legislature, know it
is of enormous importance to Dela-
ware to have good judges. And, even if
someone like me slips by every once in
a while, we have had and continue to
have excellent judges.
But if you’re asking do I think Dela-
ware is in trouble, I do not. We have
seen this before. I wish the other ju-
risdictions well. But I think Delaware
and its body of case law and service will
continue to predominate. Ultimately,
it’s a market, and as long as Delaware
law is returning value in the market, it
will remain strong. If we do not get the
balance right between holding corpo-
rations and their fiduciaries account-
able and limiting nuisance litigation,
then the market will tell us that and we
will not maintain our advantage and
someone else will pick it up.
Q: Your written opinions are
renowned for being extremely
well-written and I think it is fair
to say that you are known for
using colorful and interesting
metaphors and references to
enhance your written decisions.
Looking back over your written
work, do you have a metaphor
or reference that is your favorite
or one that members of the bar
frequently tell you they most
enjoyed reading?
Judges have very little direct feed-
back; if people enjoy reading my opin-
ions, that is great.
But I will tell you the incident from
which I never recovered on this. When
I first came on the bench and had my
first two regular law clerks, we had a
case in which a controller had been
stymied by the board. And this con-
troller went through the whole range
of emotions. First, he could not accept
it, then he was angry about it, then he
was sad, and then he resigned himself
to the fact. And my law clerk and I
said, hey, that is right out of Elisabeth
Kübler-Ross. So, I asked the law clerk
to see if he could fit the facts into her
“death and dying” framework and we
did, and I could not resist doing that.
It is admittedly self-indulgent, but I
have had a lot of fun.
Q: On that same theme, you are
known for being very well read,
and pulling your references
from literature and books that
you have read. What are you
currently reading and/or what is
the best book you have read this
year?
I think if I’m known for being well
read it’s because I’ve had 63 years to
read. But I do love reading. I am just
finishing A Month in the Country by
J.L. Carr. It is about two damaged
World War I veterans and their time
spent in the northern part of England.
Beautiful. I am also reading The Dev-
il’s Dictionary by Ambrose Bierce. It’s
one I’ve just taken little sips of here
and there. It’s very cynical, but very
fun.
I love buying used copies of books
from Amazon. I like to see what peo-
ple have written in the margins and
handling old volumes. Amazon’s rise
as a secondhand bookstore has been
great for me.
Q: One interesting aspect of your
judicial service is that you have
served in the community you grew
up in. In what ways has that been
a rewarding experience for you?
It has been rewarding. Particularly, I
have had lots of guardianship cases and
I am undoubtedly the last-serving ju-
dicial officer to have imposed a guard-
ianship on someone born in the 19th
century. And that was a grandparent of
a high-school classmate of mine. So, al-
though I don’t consider myself to have
done some big public service, I have
had opportunities to do things affect-
ing my community and have tried to
reach the right results.
Q: What are you most looking
forward to about retirement? And
what do you expect you will miss
the most about serving on the
Court of Chancery?
It will be nice to get out from un-
der pressure, particularly of the 90-day
clock. There will be more time to trav-
el, more time to think. However, I will
miss the colleagues with whom I am so
fortunate to work. Great people.
I will also greatly miss the law
clerks. I have become so close to ev-
ery set of law clerks. I actually tend to
be a shy person, except, of course, on
the bench. I was a little nervous when
appointed as a VC about having two
law clerks all of the time. But I’ve dis-
covered that if I have one talent as a
judge, it is picking good people to be
law clerks.
Q: What do you hope people
say about you in the future
when seeing your name among
the illustrious list of names of
former Chancellors and Vice
Chancellors?
I hope they say that, despite what-
ever limits he might have had, he
treated the people in front of him with
respect and attempted to give them a
fair shake.
ISSUE 3 2024 DELAWARE LAWYER 13