Strine Theory

Editor’s Note: This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here.

The National Law Journal recently published Strine Theory, a detailed profile of Vice Chancellor Leo Strine.  The article, which details both the Vice Chancellor’s courtroom style (including an apparent affinity for the lyrical musings of Elvis Costello) and his contributions to academia (including his time visiting here at Harvard, also covered here and here), is a must-read–especially for those paying close attention to the Vice Chancellor’s recent work in private-equity acquisition cases.  (Those opinions are covered in separate posts here and here.) 

Strine Theory begins:

In a recent hearing about whether a plaintiff’s lawyer could have access to a company’s books and records for his shareholder client, Delaware Court of Chancery Vice Chancellor Leo E. Strine Jr. used song lyrics by Elvis Costello to explain Delaware corporate case law.

The defendant company had formed a special litigation committee to explore another shareholder’s demand for litigation in light of the company’s accounting problems.  Strine referred to the state law standard (Zapata Corp. v. Maldonado, 430 A.2d 779 (Del. 1981)) when he stayed the plaintiffs’ document request until the committee issued its report.

“There’s that Elvis Costello song [lyric], ‘Yesterday’s news is [tomorrow’s] fish and chip paper,'” Strine said.  “There’s a question under Zapata whether special committee recommendations are due deference.”

The hearing illustrated Strine’s sharp-witted courtroom style that melds popular-culture references with a multilayered analysis of corporate law issues.  Strine’s style has attracted attention and admiration from lawyers, but the substance of his recent bench decisions calling for more company disclosure in proposed mergers and acquisitions before a shareholder vote and addressing the subtle points of Delaware corporate law have altered dealmaking.

The full profile is available here.

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