Legendary Delawarean William B. Chandler, III retired in June as Chancellor of the Delaware Chancery Court to become a partner of the law firm of Wilson Sonsini Goodrich & Rosati, P.C. In this interview, Mr. Chandler touches on his time on the Court, his strong opinions about Sussex County and his love for the Hens.
TOWN SQUARE DELAWARE: Congratulations on your outstanding, distinguished career on the Chancery Court. As you look back over your time on the bench, what stands out as some of the most meaningful and interesting cases and events you were involved with?
WILLIAM CHANDLER: Most people think that I would list cases like the Disney case, the Hewlett Packard case, or the more recent Airgas litigation. These and other corporate cases that I was involved in were of course extremely interesting, challenging and important. But I always thought every case was important, no matter who was involved or how much was involved. Frankly, many of the cases that fall in Chancery’s traditional equity jurisdiction– including real property cases, guardianships, trusts and estates, zoning disputes, and life or death decisions involving withdrawal of life support or decisions ordering a blood transfusion for an infant–had the greatest impact on me personally. That is because these were cases involving real people, fellow citizens of Delaware, and the ability as an equity judge to craft a decision that would fairly resolve a dispute and do justice in an individual case produces a great sense of personal satisfaction. Those were the cases that were the most meaningful to me personally.
TSD: The expertise and balanced approach of jurists such as yourself and your colleagues have given Delaware’s Chancery Court an international reputation for excellence. Indeed, the Chancery Court could in some ways be called one of our state’s most important economic assets. Did this high profile ever bring any undue or unwanted pressure to your role?
WC: Only in a positive sense. That is, the pressures to “get it right” and the pressures to uphold the reputation of the Court for fairness, impartiality and prompt decision-making were constantly felt, causing me and my fellow judges to always be cognizant of the scrutiny we are under, and the important role we have in this State and in its economy. It was not always fun to work so hard to get decisions out quickly in very complex corporate disputes, under great time pressure, and at times right in the middle of a holiday–but that is what is expected and we all understand it and accept it as part of our job. The Court of Chancery is in a sense “under a microscope,” with lawyers, academics, institutional investors, and policymakers examining every decision and every utterance by members of the Court. One can’t help but be affected by this intense scrutiny, but the members of the Court try to channel it in a wholesome way, using it to spur them to work even harder to produce fair, predictable and efficient decisions. Businesses and investors both have come to rely on this Court’s expertise, and we are very sensitive to our obligation to provide a reasonable justification for that reliance.
TSD: When recently asked by TownSquareDelaware about Delaware’s future as a premiere corporate venue, UD Professor Charles Elson said “the state’s prospects are not good, because ultimately the federal government has taken over a good part of what we do in our regulation of corporations.” Do you agree that changes in federal law are going to chip away at Delaware’s special status and if so, what will it mean for the practice of law in our state, the Court of Chancery and indeed the state’s economy?
WC: I agree that this is a potential threat to Delaware. It is, and it always has been. Recent events have caused an acceleration in the trend of increasing federal regulation intruding into matters that historically were the sole province of state corporation laws. Whether that trend will continue or abate is difficult to predict. There are significant pressures exerted on federal regulators and federal lawmakers by interest groups, and those pressures increase exponentially following an instance of great economic stress or crisis, such as the one we recently endured with the subprime mortgage debacle and the credit crunch that ensued. If another crisis were to ensue, I anticipate further efforts to usurp the authority of the states in the field of corporate law and corporate governance. If this occurred, it would clearly have a deleterious effect on Delaware, given our preeminence among the states with respect to corporate charters and corporate law. But I am cautiously optimistic about Delaware’s future. While the pendulum of regulation has swung strongly in one direction of late, it has always in the past swung back again in due course. We should continue doing what we do best, providing a middle-of-the-road and highly predictable legal regime based on fairness and economic efficiency. If we do that, I think Delaware will be alright in the long run.
TSD: You are a proud Sussex Countian who has written and spoken movingly about growing up in rural Sussex and the heritage and natural beauty of your home region. How have times changed in Sussex Co. from when you were young? And when it comes to conservation, what are your thoughts on how to best balance the preservation of open spaces with the need for economic development?
WC: This is a question on which I could write pages and pages, but I will not bore your readers with another diatribe on how we have mined the beauty of Sussex County. For now, suffice it to say that years ago those in positions of power in Sussex County made a decision about what type of economic growth should be encouraged or incentivized to locate in Sussex. The tourism industry was the favored form of growth, while light industry and technical firms were largely spurned. This brought development growth (and principally the housing development industry) mostly along the beach corridor, but it came largely without pre-planning for infrastructure to support the growth or even thought about the impact on non-tourist areas (which are “in the path” to the beaches) or consideration of the optimal population density for the County in general, or the eastern corridor in particular. No one, for example, ever tried to answer the simple question: What is the optimal number of people which this small corridor along Route 1 can reasonably sustain?
The unplanned result has been a predictable degradation of the quality of life in Sussex, with attendant wealth disparities exacerbated by the dearth of jobs paying a wage that will support a family. In fact, the data on jobs and economic opportunity in Sussex County are quite depressing, with most of the work related to servicing the tourism industry and the retirement population–all very low skill, low wage opportunities. It is perhaps too late, but if we are serious about conserving what is left of Sussex, it will require a renewed commitment to open space preservation, increased efforts at re-forestation, limitations on high-density development projects, a re-emphasis on attracting light industry and technical firms that will require higher skills but pay sustainable wages and benefits, and consideration of an increase in property taxes (including the long overdue reassessment of property values).
Your readers can refer to my talk at the University of Delaware where I described a series of policy proposals to address the issue of sustainable growth in Delaware, and Sussex County in particular, as well as how to conserve our dwindling, but most precious resource: the natural beauty and charm of Sussex County.
TSD: You’re joining a large, national firm with offices around the country and a thriving technology practice. How’s the transition going so far from judge to private attorney?
WC: Well, the transition so far has been fabulous. My law firm (Wilson, Sonsini, Goodrich & Rosati) is based in Palo Alto, California, where it is the leading firm representing technology and high growth companies. It also has offices in New York City, Washington D.C., Austin, Texas, San Diego and San Francisco, Seattle, Washington, Bejing and Shanghai, China. WSGR helps start-up companies that want to go public and provides counseling and litigation services ranging from intellectual property, to antitrust and regulatory, to corporate and commercial. The firm will open a new office in Delaware on August 8, located at 8 West Laurel Street, Georgetown, DE. My firm has been quite generous in allowing me to spend the summer with my family, mostly working around my house, helping my children and grandchildren. It has been a relaxing break from the routine of the Court, where I had worked for almost 26 straight years. Soon I will begin working full time, and I am looking forward to new and interesting challenges as an advisor and counselor on issues involving corporate law and corporate governance. Feel free to stop in for a visit in our new offices!
TSD: Coming off that devastating title game loss last year, how do you like the Blue Hens (Football team) chances this fall?
WC: I love their chances. They are ranked #3 in the CAA pre-season poll, which is a great spot to start from; meanwhile, they are ranked in the top 10 in some of the national polls, which says something about the parity and toughness of the CAA. I think last January’s title game loss will provide this team with a ton of motivation and determination. My family and I will be at Delaware Stadium for every home game, cheering the Hens on to an undefeated 2011 season and another championship appearance. GO HENS!