Chandler steps down as head of Del. Chancery Court
GEORGETOWN, Del. (AP) — William Chandler III never realized his young man's dream of becoming a university professor, yet he has managed to pass on plenty of lessons to students of American law and business.
Chandler, 60, is retiring this week as head of Delaware's Court of Chancery, which rules over corporate law in a state that is the legal home to more than half of all publicly traded U.S. companies, including about two-thirds of the Fortune 500.
Chandler's decision to join a Silicon Valley-based law firm, where he will focus on advising corporate clients and working behind the scenes on litigation strategy, comes after 26 years on the bench, including eight years as a vice chancellor on the five-member court and 14 as chancellor.
But Chandler, who also served as a Superior Court judge before being appointed a vice chancellor, never envisioned himself wearing a black robe.
After obtaining his law degree from the University of South Carolina and clerking for a federal judge in Wilmington, Chandler went to Yale University law school with his eye on a master's degree and a dream of becoming a professor.
"That seemed to me to be the best career possible," Chandler recalled in a recent interview. "You're being paid to educate yourself and make yourself an expert in an area, and then teach it to others."
Chandler never became a professor, but in more than 20 years working with his colleagues on the court he instructed many on corporate governance.
Chandler's lessons often were seasoned with literary and pop-culture references, ranging from Shakespeare to rapper 50 Cent.
As he analyzed a set of arguments in an opinion last year, he gave a nod to the antagonist in Shakespeare's "MacBeth: "I confess that after undergoing this exercise, I appreciate more fully MacDuff's sentiment: 'Confusion now hath made his masterpiece. But I believe I have confronted Confusion and come off the conqueror."
Chandler, who lives in the same home in the southern Delaware hamlet of Dagsboro where he was raised, was equally adept with more down-home references.
"My analysis will be swifter than Richard Petty's race-clinching pit stop at the 1981 Daytona 500," he wrote last year in a dispute between a race car team owner and his former driver.
In what he considers one of his most significant opinions, because it helped define the duty of "good faith" for corporate directors, Chandler ruled in 2005 that Walt Disney Co. directors did not violate their duties in hiring former Hollywood superagent Michael Ovitz as president, then granting him a $140 million severance package only 14 months later. Chandler nevertheless chided then-CEO Michael Eisner for having "enthroned himself as the omnipotent and infallible monarch of his personal Magic Kingdom."
Chandler's ability to meld complicated legal arguments with colloquial observations endeared him to many court observers, but Delaware's stranglehold on corporate law is not without its critics.
"In our view, the Delaware courts have been too interventionist, and too ad hoc in their interventions, in corporate decision-making," said Emory University law professor William Carney, a leading critic of the Delaware court who nevertheless describes Chandler as "a fine and thoughtful man."
Carney notes that Delaware's defined duties for corporate directors — those of care, loyalty and good faith — are subject to considerable interpretation.
"The result is a plethora of corporate litigation, which Delaware perversely advertises as adding to the richness and 'certainty' of its corporate law," he said.
Carney sees signs of a trend away from corporate litigation in Delaware because of its "intrusive activism." Others ponder whether federal intervention in corporate governance matters, prompted by financial scandals and bailouts, will take away some of Delaware's clout.
But Chandler doesn't believe Delaware will lose its status as the nation's top forum for corporate litigation anytime soon.
"I'm not really nervous or anxious about the court's future," he said, adding that the court constantly works to strike the right balance between shareholders and management.
"Our whole objective is to be middle of the road, and I think we've done a good job about being middle of the road," he said.
Stuart Grant, a plaintiffs' attorney who routinely battles big corporations in Chancery lawsuits, said Chandler, known for his unfailingly low-key demeanor in the courtroom, had "an innate ability to sense what was right and fair."
"I never felt that Bill had an agenda, that he was trying to move the court one way or the other," Grant said.
During Chandler's tenure as chancellor, the court saw new facilities built in all three of Delaware's counties, moved to an entirely electronic docket, and persuaded the legislature to move the court's clerical functions from county to state offices, putting them under the direct guidance of the court for the first time.
"He's left a strong court even stronger, he's enhanced Delaware's reputation for fairness and balance, and frankly he's marked our court with a kind of graciousness which is pretty difficult to replicate," said Vice Chancellor Leo Strine Jr., who has been nominated by Gov. Jack Markell to succeed Chandler as chancellor.