 | This article contains too many or overly lengthy quotations for an encyclopedic entry.(August 2023) |
Lori W. Will | |
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| Vice Chancellor of the Delaware Court of Chancery | |
| Assumed office May 26, 2021 | |
| Appointed by | John Carney |
| Preceded by | Kathaleen McCormick |
| Personal details | |
| Alma mater | Lafayette College (B.A.) University of Pennsylvania Law School (JD) |
Lori W. Will is an American lawyer and judge on the Delaware Court of Chancery.
Will received a Bachelor of Arts degree in history and government &law from Lafayette College and received her J.D. from the University of Pennsylvania Law School. [1] She began her career as an associate at Skadden,Arps,Slate,Meagher &Flom before joining Wilson Sonsini Goodrich &Rosati as a partner. [2] [1]
In April 2021,Governor John Carney nominated Will to replace Vice Chancellor Kathaleen McCormick,whom Carney had nominated to serve as Chancellor. [3] Vice Chancellor Will was sworn in on May 26,2021. [1]
Will has presided over two influential cases involving SPACs. In January 2022,"in a case of first impression" under Delaware corporate law,she "held that the stockholders stated a plausible claim for breach of fiduciary duty,thus impairing stockholders' right to make an informed decision on whether to redeem their shares" in the de-SPAC transaction. [4] She also held that the de-SPAC transaction was subject to "the entire fairness standard of review—and not the more lenient business judgment rule," citing "inherent conflicts between the SPAC's fiduciaries and the public stockholders in the context of a value-decreasing transaction." [4] [5] In January 2023,in "a ruling substantiating well-publicized contentions of Stanford Law Professor Michael Klausner about SPACs' structural flaws," Will again denied a motion to dismiss by defendants who were directors of a SPAC. [6] [7] Commentators questioned whether the decision would produce a "gold rush" of stockholder challenges to de-SPAC transactions. [8] [9]
In June 2023,Will dismissed a shareholder lawsuit over the Walt Disney Co.’s public opposition to legislation in Florida. [10] [11] She explained that Delaware law gives directors “significant discretion”to guide corporate strategy,including on social and political issues. [12] Commentators described the decision as providing important guidance on the directors’duties when considering corporate actions on social and political issues. [13]
A fiduciary is a person who holds a legal or ethical relationship of trust with one or more other parties. Typically,a fiduciary prudently takes care of money or other assets for another person. One party,for example,a corporate trust company or the trust department of a bank,acts in a fiduciary capacity to another party,who,for example,has entrusted funds to the fiduciary for safekeeping or investment. Likewise,financial advisers,financial planners,and asset managers,including managers of pension plans,endowments,and other tax-exempt assets,are considered fiduciaries under applicable statutes and laws. In a fiduciary relationship,one person,in a position of vulnerability,justifiably vests confidence,good faith,reliance,and trust in another whose aid,advice,or protection is sought in some matter. In such a relation,good conscience requires the fiduciary to act at all times for the sole benefit and interest of the one who trusts.
A fiduciary is someone who has undertaken to act for and on behalf of another in a particular matter in circumstances which give rise to a relationship of trust and confidence.
The business judgment rule is a case-law-derived doctrine in corporations law that courts defer to the business judgment of corporate executives. It is rooted in the principle that the "directors of a corporation... are clothed with [the] presumption,which the law accords to them,of being [motivated] in their conduct by a bona fide regard for the interests of the corporation whose affairs the stockholders have committed to their charge". The rule exists in some form in most common law countries,including the United States,Canada,England and Wales,and Australia.
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 American 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.
The duty of loyalty is often called the cardinal principal of fiduciary relationships,but is particularly strict in the law of trusts. In that context,the term refers to a trustee's duty to administer the trust solely in the interest of the beneficiaries,and following the terms of the trust. It generally prohibits a trustee from engaging in transactions that might involve self-dealing or even an appearance of conflict of interest. Furthermore,it requires a fiduciary to deal with transparency regarding material facts known to them in interactions with beneficiaries.
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 United States corporation and business association law,a duty of care is part of the fiduciary duty owed to a corporation by its directors. The other aspects of fiduciary duty are a director's duty of loyalty and (possibly) duty of good faith.
A fairness opinion is a professional evaluation by an investment bank or other third party as to whether the terms of a merger,acquisition,buyback,spin-off,or privatization are fair. It is rendered for a fee. They are typically issued when a public company is being sold,merged or divested of all or a substantial division of their business. They can also be required in private transactions not involving a company that is traded on a public exchange,as well as in circumstances other than mergers,such as a corporation exchanging debt for equity. Some of the specific functions of a fairness opinion are to aid in decision-making,mitigate risk,and enhance communication.
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.
Guth v. Loft Inc,5 A.2d 503,23 Del. Ch. 255 is a Delaware corporation law case,important for United States corporate law,on corporate opportunities and the duty of loyalty. It deviated from the year 1726 rule laid down in Keech v Sandford that a fiduciary should leave open no possibility of conflict of interest between his private dealings and the job he is entrusted to do.
United States corporate law regulates the governance,finance and power of corporations in US law. Every state and territory has its own basic corporate code,while federal law creates minimum standards for trade in company shares and governance rights,found mostly in the Securities Act of 1933 and the Securities and Exchange Act of 1934,as amended by laws like the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act. The US Constitution was interpreted by the US Supreme Court to allow corporations to incorporate in the state of their choice,regardless of where their headquarters are. Over the 20th century,most major corporations incorporated under the Delaware General Corporation Law,which offered lower corporate taxes,fewer shareholder rights against directors,and developed a specialized court and legal profession. Nevada has attempted to do the same. Twenty-four states follow the Model Business Corporation Act,while New York and California are important due to their size.
The corporate opportunity doctrine is the legal principle providing that directors,officers,and controlling shareholders of a corporation must not take for themselves any business opportunity that could benefit the corporation. The corporate opportunity doctrine is one application of the fiduciary duty of loyalty.
Revlon,Inc. v. MacAndrews &Forbes Holdings,Inc.,506 A.2d 173,was a landmark decision of the Delaware Supreme Court on hostile takeovers.
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.
William T. Allen was a professor of corporate law at New York University law school,and the Chancellor of the Delaware Court of Chancery from 1985 to 1997. He also worked for the bank and business law firm Wachtell,Lipton,Rosen &Katz.
Carolyn Berger is a former justice of the Delaware Supreme Court,and a former vice chancellor on the Delaware Court of Chancery. She was the first female member of both courts.
Benihana of Tokyo,Inc. v. Benihana,Inc.,906 A.2d 114 was a case in the Delaware Supreme Court between Benihana of Tokyo,Inc.,and its subsidiary Benihana,Inc. that concerned the duty of loyalty between a company and its directors. The court held that a Board's approval of an issuance and purchase of preferred stock was a valid exercise of its business judgment under Delaware law.
Kathaleen Saint Jude McCormick 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.
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.
Morgan T. Zurn is an American lawyer and judge on the Delaware Court of Chancery.