Kathaleen McCormick | |
---|---|
Chancellor of the Delaware Court of Chancery | |
Assumed office May 6, 2021 | |
Appointed by | John Carney |
Preceded by | Andre Bouchard |
Vice Chancellor of the Delaware Court of Chancery | |
In office November 1,2018 –May 6,2021 | |
Appointed by | John Carney |
Preceded by | Seat established |
Succeeded by | Lori W. Will |
Personal details | |
Born | Kathaleen Saint Jude McCormick September 9,1979 |
Alma mater | Harvard University (AB) University of Notre Dame (JD) |
Known for | Twitter v. Musk |
Kathaleen Saint Jude McCormick [1] (born 1979) [2] is an American lawyer and judge on the Delaware Court of Chancery,first as a vice chancellor from 2018 to 2021 and then as the current chancellor since 2021. She is the first female chancellor in Delaware history.
McCormick was born in Dover,Delaware,and grew up in Smyrna,Delaware. [3] She received a Bachelor of Arts degree in philosophy from Harvard University,[ when? ] and received her J.D. from Notre Dame Law School. [4] She began her career as a legal aid lawyer. She then went into private practice at Wilmington law firm Young Conaway Stargatt &Taylor,where she became a partner. At Young Conaway,she specialized in corporate and alternative entity law. [4] [5]
In September 2018,Governor John Carney nominated McCormick and Morgan Zurn to two new vice-chancellor positions on the Delaware Court of Chancery. These appointments raised the total number of judges on the court from five to seven,the first such expansion since 1989. [6] Carney noted that McCormick's experience would make her "an immediate asset to the court." [5] She was confirmed by the Delaware Senate on October 3 and took office on November 1. [7] [8] [9]
In April 2021,she was nominated by Delaware Governor John Carney as Chancellor of the Delaware Court of Chancery,following the mid-term resignation of the former Chancellor Andre Bouchard. The Delaware Senate confirmed McCormick,and she began her 12-year term on May 6. McCormick is the first woman to lead the court since it was established in 1792. [10] [11] [9]
On April 30,2021,McCormick issued a post-trial decision in Snow Phipps Group,LLC v. KCake Acquisition,Inc. [12] [13] The case was among the first "busted deal" cases that emerged as mergers and acquisitions buyers sought to avoid closing mergers after the COVID-19 pandemic negatively impacted the businesses of many merger targets. [14] The plaintiffs were Snow Phipps Group,LLC a private equity firm,and DecoPac Holdings,Inc.,the parent company of KCake,a cake decorations company. [12] After the COVID-19 pandemic negatively impacted KCake's business,the defendant,Kohlberg &Co.,sought to avoid its contractual obligation to complete a $550 million acquisition of KCake. [12] McCormick rejected Kohlberg's arguments that the COVID-19 pandemic resulted in a material adverse change or a breach of the ordinary course of business covenant in the merger agreement by the plaintiffs,then held that Kohlberg had breached its contractual obligation to use its "reasonable best efforts" to obtain financing for the transaction. [12] McCormick then ordered Kohlberg to close the transaction. [12]
On July 13,2022,McCormick was assigned to adjudicate the merger dispute between Twitter,Inc. and Elon Musk, Twitter v. Musk . [15] Over Musk's objections,McCormick granted Twitter's motion for expedited treatment of the lawsuit and set a trial date for October 2022. [16] Twitter asked the court to enter an order of specific performance,effectively forcing Musk to close the deal. [17] Observers noted that in the KCAKE case in 2021,McCormick had granted the same relief that Twitter sought,forcing the buyer in that case to close the transaction. [17] With many legal commentators opining that Musk would lose the lawsuit,Musk agreed to close the transaction. [18] The deal closed on October 28,2022. [19] Commentators praised McCormick's "no-nonsense approach" as having been instrumental in resolving the dispute. [20]
In January 2024,in Tornetta v. Musk,et al, McCormick voided Musk's $55 billion pay package from Tesla following a lawsuit brought by a shareholder. In her ruling,McCormick described the package as "excessive". [21]
Elon Reeve Musk is a businessman and investor. He is the founder,chairman,CEO,and CTO of SpaceX;angel investor,CEO,product architect,and former chairman of Tesla,Inc.;owner,executive chairman,and CTO of X Corp.;founder of the Boring Company and xAI;co-founder of Neuralink and OpenAI;and president of the Musk Foundation. He is one of the wealthiest people in the world,with an estimated net worth of US$190 billion as of March 2024,according to the Bloomberg Billionaires Index,and $195 billion according to Forbes,primarily from his ownership stakes in Tesla and SpaceX.
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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.
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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.
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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.
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Judge McCormick may refer to:
Abigail LeGrow is an American state court judge from Delaware who is serving as a justice of the Delaware Supreme Court.
Morgan T. Zurn is an American lawyer and judge on the Delaware Court of Chancery.
Lori W. Will is an American lawyer and judge on the Delaware Court of Chancery.