Corporate

Vacancy Announced for Delaware Court of Chancery

On April 25, Chancellor William B. Chandler III of the Delaware Court of Chancery formally notified the Governor today that he is resigning before the completion of his current term. (Pictured to the left is the Chancery Courthouse in Georgetown where the Chancellor maintains his chambers.) Here is a recent article with a retrospective of His Honor's many years on the Delaware bench. Here is the article in today's News Journal by Maureen Milford.

Delaware court- watchers are aware that the process to fill the figurative "big shoes" of the "chief judge" of the Court of Chancery will be as follows:

(1) The Judicial Nominating Commission (JNC) will interview applicants for the position and then send the Governor a list of proposed names of persons they selected and from which (2) the governor usually makes his appointment--though he has the power to appoint someone not on the JNC's list, or he can ask the JNC to send him a new list. (3) Then the Delaware Senate either confirms or rejects the appointment.

Also, if a sitting vice chancellor on the court decides to apply for the job, and is elevated (via the appointment process) to the position of Chancellor, then there will be two vacancies. One created by the Chancellor's resignation and one created by the vice chancellor who might be chosen to fill Chancellor Chandler's spot. One final note: The regular session of the Delaware Senate ends on June 30. Unlike the many years that have passed while the U.S. Congress continues to allow the local U.S. District Court to endure at least one vacancy, the history of judicial selection in Delaware supports the conventional wisdom that any vacancy (or vacancies) on the Delaware Court of Chancery will be filled promptly by some person who will be selected by the JNC, appointed by the Governor, confirmed by the Delaware Senate and installed on the court by the end of the regular legislative session on June 30.

In the unlikely event, however, that this relatively short timetable is not met, I am willing to predict that a special session of the Delaware Senate will be convened in short order after June 30 to get the job done based on the acknowledgement by everyone in Delaware (and many outside the state) that the Delaware Court of Chancery is too important to the well-being of too many facets of the Diamond State not to have a full bench of five members.

Professor Stephen Bainbridge, one of the country's most respected and prolific experts on corporate law, comments on today's announcement here. Professor Larry Ribstein, an nationally-reknowned expert on alternative entities, writes here about the Chancellor's impact on that aspect of Delaware law.

P.S. Yours truly was quoted for stories on this topic by reporters who called today from The Wall Street Journal,  Bloomberg and Reuters. The ABA Journal's online version covers the story here. Broc Romanek at DealLawyers.com writes about it here.

UPDATE: The formal notice from the JNC is available here, requiring submissions by May 13, and referring to the potential for a sitting member of the court to apply for the Chancellorship. The application itself for aspiring members of the bench is available here.

Read more Delaware business litigation case summaries and commentary on Delaware Corporate and Commercial Litigation Blog, a blog hosted by Francis G.X. Pileggi, of Fox Rothschild LLP.

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