Carolyn Berger is a former justice of the Delaware Supreme Court, [1] and a former vice chancellor on the Delaware Court of Chancery. She was the first female member of both courts. [2]
Berger received a B.A. from the University of Rochester in 1969, an M.A. in Elementary Education from Boston University School of Education in 1971, and a J.D. from Boston University School of Law in 1976.
Before joining the bench, she served as a state deputy attorney general from 1976 to 1979, and then was in private practice as Skadden, Arps, Slate Meagher & Flom from 1979 to 1984. [3]
She was appointed to the Court of Chancery in 1984. She was appointed to the Delaware Supreme Court by then-Governor Tom Carper on July 22, 1994, reappointed in 2006, and retired on September 1, 2014.
While serving on the Delaware Supreme Court, Justice Berger participated in landmark decisions addressing directors’ fiduciary duties and corporate governance issues. She authored the Lyondell Chemical Co. opinion, finding that the directors acted properly when they agreed to sell the company, and the Unocal Exploration Co. opinion, approving a “short form” merger without regard to price. Justice Berger also participated in the Walt Disney Co. executive compensation decision and the Martha Stewart director independence decision, among many others.
She has also served on Singapore's International Commercial Court. [4]
Justice Randy J. Holland nominated her for the prestigious Trailblazer Award in 1997. [5]
During her career, Justice Berger has been involved in community service as a member of the board of directors of the Delaware Region of the National Conference of Christians & Jews, Inc., the Jewish Federation of Delaware, and The Milton & Hattie Kutz Home, Inc. She also served as president of the Kutz Home and chair of its search committee for a new executive director. Justice Berger is a member of the American Law Institute and the American Bar Foundation. [6] She was an adjunct professor and taught corporate law at Widener University School of Law.
She is married to Delaware Superior Court Judge Fred Silverman.
Gebhart v. Belton, 33 Del. Ch. 144, 87 A.2d 862, aff'd, 91 A.2d 137, was a case decided by the Delaware Court of Chancery in 1952 and affirmed by the Delaware Supreme Court in the same year. Gebhart was one of the five cases combined into Brown v. Board of Education, the 1954 decision of the United States Supreme Court which found unconstitutional racial segregation in United States public schools.
Shaffer v. Heitner, 433 U.S. 186 (1977), is a United States corporate law case in which the Supreme Court of the United States established that a defendant's ownership of stock in a corporation incorporated within a state, without more, is insufficient to allow that state's courts to exercise jurisdiction over the defendant. The case set forth a framework for evaluating when a defendant will be deemed to have minimum contacts with the forum state sufficient for the exercise of jurisdiction to be consistent with due process under the Fourteenth Amendment.
Margaret Hilary Marshall is an American jurist who served as the 24th chief justice of the Massachusetts Supreme Judicial Court, the first woman to hold the position. She was chief justice from 1999 to 2010. On July 21, 2010, she announced her retirement. She was Senior Fellow of the Yale Corporation until she retired from the board in 2016, Senior Counsel at Choate Hall & Stewart, and a member of the Council of the American Law Institute. Marshall was elected in 2017 to the American Philosophical Society.
The Delaware Supreme Court is the sole appellate court in the United States state of Delaware. Because Delaware is a popular haven for corporations, the Court has developed a worldwide reputation as a respected source of corporate law decisions, particularly in the area of mergers and acquisitions.
The Delaware Court of Chancery is a court of equity in the U.S. state of Delaware. It is one of Delaware's three constitutional courts, along with the Supreme Court and Superior Court. Since 2018, the court consists of seven judges. The court is known for being a hub for corporate governance litigation in the United States, as two-thirds of Fortune 500 companies are incorporated in Delaware. It is among the preeminent business courts in the world.
Daniel John Layton served on the Delaware Supreme Court as Chief Justice from 1933 to 1945 and earlier as attorney general of Delaware from late 1932 until his nomination. He was a native of Sussex County, Delaware and the son of U.S. Representative Caleb R. Layton.
Smith v. Van Gorkom 488 A.2d 858 is a United States corporate law case of the Delaware Supreme Court, discussing a director's duty of care. It is often called the "Trans Union case". Van Gorkom is sometimes referred to as the most important case regarding business organizations because it shows a unique scenario when the board is found liable even after applying the business judgment rule. The decision "stripped corporate directors and officers of the protective cloak formerly provided by the business judgment rule, rendering them liable for the tort of gross negligence for the violation of their duties under the rule."
In re Caremark International Inc. Derivative Litigation, 698 A.2d 959, is a civil action that came before the Delaware Court of Chancery. It is an important case in United States corporate law and discusses a director's duty of care in the oversight context. It raised the question regarding compliance, "what is the board's responsibility with respect to the organization and monitoring of the enterprise to assure that the corporation functions within the law to achieve its purposes?" Chancellor Allen wrote the opinion.
Collins Jacques Seitz was a United States circuit judge of the United States Court of Appeals for the Third Circuit.
Leo E. Strine, Jr. is an American attorney and retired judge for the state of Delaware. He served on the Delaware Court of Chancery as vice chancellor from 1998 to 2011 and chancellor from 2011 to 2014, and as the chief justice of the Delaware Supreme Court from 2014 to 2019. Strine has worked in private practice since 2020.
The Government of Delaware encompasses the administrative structure of the US state of Delaware as established by its 1897 constitution. Analogously to the US federal government, it is composed of three branches: executive, legislative, and judicial. The Governor is head of the executive, the General Assembly is the legislature, and the Supreme Court is the highest court. The state is also organized into counties, municipalities, school districts, and special districts.
The Delaware Corporate and Commercial Litigation Blog serves as a free public resource for the latest developments in Delaware corporate and commercial law by providing summaries of key corporate and commercial court decisions from the Delaware Court of Chancery and Delaware Supreme Court. In addition to links to the actual opinions of the court, it provides links to commentary by leading scholars from around the United States on Delaware corporate law and alternative business entities.
In re Walt Disney Derivative Litigation, 907 A 2d 693 (2005) is a U.S. corporate law case concerning the scope of the duty of care under Delaware law. Disney is the leading case on executive compensation.
Business Courts, sometimes referred to as Commercial Courts, are trial courts that primarily or exclusively adjudicate internal business disputes and/or commercial litigation between businesses, heard before specialist judges assigned to these courts. Commercial Courts outside the United States may have broader or narrower jurisdiction than state trial level business and commercial courts within the United States, for example patent or admiralty jurisdiction; and jurisdiction may vary between countries.
Randy James Holland was a justice of the Delaware Supreme Court. He was appointed to that office in 1986 and was the youngest person to serve on the Delaware Supreme Court. He retired from the Court in 2017. His seat was taken by Justice Gary Traynor.
Daniel Lionel Herrmann was an American lawyer, professor and community leader who served as a justice of the Delaware Supreme Court from 1964 to 1973 and chief justice from 1973 to 1985. Herrmann was known for his contributions to judicial reform and was the first Jewish judge in Delaware.
Tamika Renee Montgomery-Reeves is an American lawyer who serves as a United States circuit judge of the United States Court of Appeals for the Third Circuit. She previously served as an Associate Justice of the Delaware Supreme Court.
James Travis Laster is an American corporate lawyer and judge who has served as a Vice Chancellor of the Delaware Court of Chancery since 2009.
Lori W. Will is an American lawyer and judge on the Delaware Court of Chancery.