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J. Travis Laster

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J. Travis Laster
Official headshot, 2019
Vice Chancellor of the Delaware Court of Chancery
Incumbent
Assumed office
October 9, 2009
Appointed byJack Markell (first term)
John Carney (second term)
Preceded byStephen P. Lamb
Personal details
EducationPrinceton University
University of Virginia School of Law

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.

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Laster graduated from Princeton University in 1991 and the University of Virginia School of Law in 1995.[1] He clerked for Judge Jane Richards Roth on the United States Court of Appeals for the Third Circuit, before working in private practice at the Delaware law firm Richards, Layton & Finger. He founded a boutique law firm, Abrams & Laster, in 2005.[2]

Judicial career

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In 2009, Governor Jack Markell nominated Laster to the Delaware Court of Chancery.[3] He was confirmed by the Delaware Senate on September 22 and sworn in on October 9 for a 12-year term as Vice Chancellor. He took over the seat formerly held by Stephen P. Lamb.[4][5]

He was nominated for a second term by Governor John Carney, and the Delaware Senate confirmed his reappointment on October 13, 2021.[6][7]

Notable cases

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In Akorn Inc. v. Fresenius Kabi AG, a 2018 mergers and acquisitions case, Laster's ruling was the first time that the court ever allowed a buyer to terminate a merger agreement based on a "material adverse effect" contract provision. Laster found that Akorn's business "fell off a cliff" after signing the agreement, and in a "durationally significant" way. He distinguished the case from other cases involving buyers who had "second thoughts after cyclical trends or industrywide effects negatively impacted their own businesses". He concluded that Fresenius was not required to close the deal and had validly terminated it.[8][9] The Delaware Supreme Court affirmed.[10][11]

In In re Delaware Public Schools Litigation, a 2020 lawsuit about property taxes and school funding, Laster ruled that all three Delaware counties' use of decades-old property values violated state law and the state constitution. The property tax system violated the state law requirement that property be assessed at "its true value in money", meaning fair market value, and the state constitution's requirement of uniform taxation. The litigation resulted in settlements, agreeing to property reassessments as well as school funding for certain disadvantaged students.[6][12][13][14]

In United Food & Commercial Workers Union v. Zuckerberg, a 2020 lawsuit challenging the approval by the board of directors of Facebook, Inc. of a stock reclassification plan, Vice Chancellor Laster proposed a "refined test" for assessing whether a stockholder derivative plaintiff has satisfied the heightened pleading standards of Court of Chancery Rule 23.1.[15][16] In a derivative suit, a stockholder plaintiff who meets the requirements of Rule 23.1 causes the corporation to bring a lawsuit against someone who has harmed the corporation, usually a corporate insider.[17] Derivative suits thus "play an important role in policing corporate insider conduct and compliance by directors and controlling stockholders with their fiduciary duties."[17] Rule 23.1 requires that a would-be derivative plaintiff either first demand that the board of directors cause the corporation to bring the lawsuit or plead "with particularity" that the directors could not have impartially considered a litigation demand—for example, if a majority of the board would be liable for the alleged misconduct that is the subject of the derivative lawsuit.[18] In Zuckerberg, Vice Chancellor Laster proposed a new test for derivative actions that "blended" two overlapping standards "into a modern three-part test that accounts for recent developments in Delaware corporation law."[19] In 2021, the Delaware Supreme Court unanimously approved the use of Laster's proposed test as the "universal test" for demand futility.[15]

In AB Stable VIII LLC v. Maps Hotels & Resorts One LLC, a 2020 mergers and acquisitions case, Vice Chancellor Laster issued the first decision in a "busted deal lawsuit" filed after the COVID-19 pandemic disrupted the mergers and acquisitions landscape.[20] The buyer, MAPS Hotels and Resorts One LLC, an affiliate of Mirae Asset Financial Group, contended that the seller, AB Stable VIII LLC, an affiliate of Anbang Insurance Group, violated a covenant to operate its hotel business in the ordinary course of business in the time between the signing of the merger agreement and the closing of the transaction.[21] Laster held that by making "extensive changes to its business because of COVID-19, such as employee layoffs, furloughs and closing amenities," Anbang violated the ordinary course covenant, entitling Mirae to walk away from the $5.8 billion transaction.[21] Laster also found that Anbang's lawyers, Greenberg Traurig and Gibson Dunn, "sadly . . . misled the court" about their investigation into fraudulent deeds to some of the hotels.[22] "Put bluntly, (Anbang and Gibson Dunn) committed fraud about fraud," Laster wrote.[22]

Publications and Speaking Engagements

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Vice Chancellor Laster has published numerous scholarly articles and regularly appears as a speaker on topics related to corporate law and the legal profession. He has published articles in The Journal of Corporation Law,[23] the Georgia Law Review,[24] the Texas Law Review See Also,[25] the Delaware Law Review,[26] the Delaware Journal of Corporate Law,[27] the Virginia Law and Business Review,[28] the Fordham Journal of Corporate Law,[29] Judicature,[30] The Business Lawyer,[31] Delaware Lawyer,[32] and the William Mitchell Law Review.[33]

Laster also has commented on developments in corporate law and ethical issues in the legal profession in numerous public speeches, interviews, and panel discussions at fora such as the Rock Center for Corporate Governance at Stanford University,[34][35] the UC Berkeley School of Law,[36] and the University of Virginia School of Law.[37] In a 2022 speech given to a group of law students and entitled "Big Law Ethics,"[38] Vice Chancellor Laster offered insights into ethical lapses by lawyers in several prominent cases he decided in recent years, including the Akorn and AB Stable cases. Laster emphasized that "[o]ur system depends on the integrity of lawyers," that "[f]raud destroys everything," and that "the problem of ethical lapses" at several of the most prestigious law firms in the country "might portend a more widespread problem."[39] Laster discussed "Three Reasons Why Good People May Do Bad Things" and exhorted the students to take a proactive approach to legal ethics, adopt "justice" as their "top priority," and "[r]emember that the coverup is often worse than the behavior" the coverup is intended to hide.[39]

References

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  1. ^ Laster, J. Travis (1999). "Exorcizing the Omnipresent Specter: The Impact of Substantial Equity Ownership by Outside Directors on Unocal Analysis". The Business Lawyer. 55 (1): 109–134. JSTOR 40687920.
  2. ^ "Judicial Officers - Court of Chancery - Delaware Courts - State of Delaware". courts.delaware.gov. Retrieved July 12, 2022.
  3. ^ Hals, Tom (August 19, 2009). "Laster to be nominated for Delaware Chancery Court". Reuters.
  4. ^ "Laster installed as vice chancellor for Delaware Court of Chancery". Delaware Online. October 13, 2009.
  5. ^ "Nomination Detail - Delaware General Assembly: James Travis Laster". legis.delaware.gov. September 22, 2009.
  6. ^ a b Jackson, Sierra (October 13, 2021). "Del. Senate confirms Laster's reappointment to Chancery Court". Reuters.
  7. ^ "Nomination Detail - Delaware General Assembly: James Laster". legis.delaware.gov. October 13, 2021.
  8. ^ Levine, Matt (October 14, 2018). "M&A Is Hard When the Seller's Business Falls Off a Cliff". Bloomberg.
  9. ^ Akorn Inc. v. Fresenius Kabi AG, No. 2018–0300–JTL (Del. Ch. Oct. 1, 2018)
  10. ^ Feeley, Jef; Fineman, Josh (December 7, 2018). "Fresenius Wins Ruling on Canceled Buyout; Akorn Shares Fall". Bloomberg.
  11. ^ Akorn Inc. v. Fresenius Kabi AG, No. 535, 2018 (Del. Dec. 7, 2018).
  12. ^ Chase, Randall (April 13, 2021). "School funding suit prompts Delaware property reassessments". AP News.
  13. ^ Wilson, Xerxes; Kuang, Jeanne (May 11, 2020) [May 8, 2020]. "Judge rules Delaware property tax system unconstitutional; major changes to residents' bills could follow". Delaware Online.
  14. ^ In re Delaware Public Schools Litigation, 239 A.3d 451 (Del. Ch. 2020).
  15. ^ a b "Delaware Supreme Court Adopts Refined Test for Analyzing Demand Futility". Business Law Section of the American Bar Association.
  16. ^ United Food & Comm. Workers Union v. Zuckerberg, 250 A.3d 862 (Del. Ch. 2020).
  17. ^ a b "Delaware Clarifies Its Rules Governing Stockholder Derivative Actions". Locke Lord LLP.
  18. ^ Stigi III, John P.; Moreno, Alejandro E. "Delaware Court of Chancery Addresses Pleading 'With Particularity' Under Rule 23.1". The National Law Review.
  19. ^ "Zuckerberg Ruling Combines Long-standing Rales and Aronson Tests for Demand Futility into a Single "Universal" Test". McCarter & English LLP.
  20. ^ "Delaware Court of Chancery Addresses Effects of Pandemic on Material Adverse Effect Provision and Ordinary Course Covenants in Busted Deal Case". Wilson Sonsini.
  21. ^ a b Lee, Joyce. "Mirae Asset wins U.S. lawsuit against China's Anbang on scrapped $5.8 billion hotel deal". Reuters.
  22. ^ a b Frankel, Alison. "Delaware judge excoriates Gibson Dunn in Anbang/Mirae busted deal ruling". Reuters.
  23. ^ Laster, J. Travis (2013). "Omnicare's Silver Lining". Journal of Corporation Law. 38: 795.
  24. ^ Afsharipour, Afra; Laster, J. Travis. "Enhanced Scrutiny on the Buy-Side". Georgia Law Review. 53: 795.
  25. ^ Laster, J. Travis (2015). "A Milder Prescription for the Peppercorn Settlement Problem in Merger Litigation". Texas Law Review See Also. 93: 129.
  26. ^ Laster, J. Travis; Morris, Michelle D. (2010). "Breaches of Fiduciary Duty and the Delaware Uniform Contribution Act". Delaware Law Review. 11: 71.
  27. ^ Laster, J. Travis (2014). "Evidence-Based Corporate Law". Delaware Journal of Corporate Law. 39: 67.
  28. ^ Laster, J. Travis (2019). "Fiduciary Duties in Activist Situations". Virginia Law and Business Review}. 13: 75.
  29. ^ Katsoris, Constantine N.; Laster, J. Travis (2013). "Revlon Is a Standard of Review: Why It's True and What It Means". Fordham Journal of Corporate Law. 19: 5.
  30. ^ Laster, J. Travis; Adams, Kenneth A. (2017). "Nice Try: When Contracts Seek to Preempt Judicial Discretion". Judicature. Autumn 2017: 32.
  31. ^ Laster, J. Travis; Zeberkiewicz, John Mark (2014). "The Rights and Duties of Blockholder Directors" (PDF). The Business Lawyer. 70: 33.
  32. ^ Laster, J. Travis (2010). "The Chancery Receivership: Alive and Well". Delaware Lawyer. Fall 2010: 12.
  33. ^ Laster, J. Travis (2014). "The Effect of Stockholder Approval on Enhanced Scrutiny". William Mitchell Law Review. 40: 1443.
  34. ^ "VCDC - Luncheon Keynote Address w/Vice Chancellor J. Travis Laster, Delaware Court of Chancery". YouTube. Stanford Law School. March 10, 2014.
  35. ^ "Discussion - Is Silicon Valley Different?". YouTube. Stanford Law School. March 10, 2014.
  36. ^ "Interview with Delaware Court of Chancery Vice Chancellor J. Travis Laster". YouTube. UC Berkeley School of Law. August 2022.
  37. ^ "Judging Disputes in an Era of Shareholder Activism, With J. Travis Laster '95". YouTube. University of Virginia School of Law. February 1, 2019.
  38. ^ "Guest Lecture: Hon. J. Travis Laster, Vice Chancellor of the Court of Chancery State of Delaware". YouTube. University of Iowa College of Law. February 21, 2022.
  39. ^ a b Pileggi, Francis G.X. "Big Law Ethics". Delaware Corporate & Commercial Litigation Blog.
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