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Kathaleen McCormick

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Kathaleen McCormick
Official headshot, 2019
Chancellor of the Delaware Court of Chancery
Incumbent
Assumed office
May 6, 2021
Appointed byJohn Carney
Preceded byAndre Bouchard
Vice Chancellor of the Delaware Court of Chancery
In office
November 1, 2018 – May 6, 2021
Appointed byJohn Carney
Preceded bySeat established
Succeeded byLori W. Will
Personal details
Born
Kathaleen Saint Jude McCormick

(1979-09-09)September 9, 1979
Alma materHarvard University (AB)
University of Notre Dame (JD)
Known forTwitter v. Musk

Kathaleen Saint Jude McCormick[1] (born 1979)[2] is an American lawyer and judge on the Delaware Court of Chancery, first as a vice chancellor from 2018 to 2021 and then as the current chancellor since 2021. She is the first female chancellor in Delaware history.

Career

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McCormick was born in Dover, Delaware, and grew up in Smyrna, Delaware.[3] She received a Bachelor of Arts degree in philosophy from Harvard University,[when?] and received her J.D. from Notre Dame Law School.[4] She began her career as a legal aid lawyer. She then went into private practice at Wilmington law firm Young Conaway Stargatt & Taylor, where she became a partner. At Young Conaway, she specialized in corporate and alternative entity law.[4][5]

In September 2018, Governor John Carney nominated McCormick and Morgan Zurn to two new vice-chancellor positions on the Delaware Court of Chancery. These appointments raised the total number of judges on the court from five to seven, the first such expansion since 1989.[6] Carney noted that McCormick's experience would make her "an immediate asset to the court."[5] She was confirmed by the Delaware Senate on October 3 and took office on November 1.[7][8][9]

In April 2021, she was nominated by Delaware Governor John Carney as Chancellor of the Delaware Court of Chancery, following the mid-term resignation of the former Chancellor Andre Bouchard. The Delaware Senate confirmed McCormick, and she began her 12-year term on May 6. McCormick is the first woman to lead the court since it was established in 1792.[10][11][9]

Notable cases

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On April 30, 2021, McCormick issued a post-trial decision in Snow Phipps Group, LLC v. KCake Acquisition, Inc.[12][13] The case was among the first "busted deal" cases that emerged as mergers and acquisitions buyers sought to avoid closing mergers after the COVID-19 pandemic negatively impacted the businesses of many merger targets.[14] The plaintiffs were Snow Phipps Group, LLC a private equity firm, and DecoPac Holdings, Inc., the parent company of KCake, a cake decorations company.[12] After the COVID-19 pandemic negatively impacted KCake's business, the defendant, Kohlberg & Co., sought to avoid its contractual obligation to complete a $550 million acquisition of KCake.[12] McCormick rejected Kohlberg's arguments that the COVID-19 pandemic resulted in a material adverse change or a breach of the ordinary course of business covenant in the merger agreement by the plaintiffs, then held that Kohlberg had breached its contractual obligation to use its "reasonable best efforts" to obtain financing for the transaction.[12] McCormick then ordered Kohlberg to close the transaction.[12]

On July 13, 2022, McCormick was assigned to adjudicate the merger dispute between Twitter, Inc. and Elon Musk, Twitter v. Musk.[15] Over Musk's objections, McCormick granted Twitter's motion for expedited treatment of the lawsuit and set a trial date for October 2022.[16] Twitter asked the court to enter an order of specific performance, effectively forcing Musk to close the deal.[17] Observers noted that in the KCAKE case in 2021, McCormick had granted the same relief that Twitter sought, forcing the buyer in that case to close the transaction.[17] With many legal commentators opining that Musk would lose the lawsuit, Musk agreed to close the transaction.[18] The deal closed on October 28, 2022.[19] Commentators praised McCormick's "no-nonsense approach" as having been instrumental in resolving the dispute.[20]

In January 2024, in Tornetta v. Musk, et al, McCormick voided Musk's $55 billion pay package from Tesla following a lawsuit brought by a shareholder. In her ruling, McCormick described the package as "excessive".[21][needs update]

References

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  1. ^ "Disney's Bob Iger Says He Also Backed Out of Buying Twitter Over Bots". Gizmodo. 8 September 2022. Retrieved 10 September 2022.
  2. ^ Who Is Kathleen McCormick?
  3. ^ "Meet the judge who tamed the Musk-Twitter trial". AP News. October 14, 2022.
  4. ^ a b "Zurn, McCormick nominated for Chancery Court posts". Delaware Business Now. 2018-09-21. Retrieved 2019-01-22.
  5. ^ a b McParl, Tom (September 21, 2018). "Del. Gov. Names 2 Women for New Chancery Seats as Business Court Expands". Delaware Law Weekly. Retrieved 2019-01-22.
  6. ^ Hals, Tom (September 20, 2018). "Delaware governor nominates two for state's corporate court". Reuters.
  7. ^ Montgomery, Jeff. "McCormick, Zurn Confirmed To Complete Chancery Expansion". www.law360.com. Retrieved 2019-01-22.
  8. ^ "Law notes: Jacobs back at Young Conaway Project New Start, Morris Nichols, Richards Layton Finger". Delaware Business Now. 2018-10-23. Retrieved 2019-01-22.
  9. ^ a b "Judicial Officers - Court of Chancery - Delaware Courts - State of Delaware". courts.delaware.gov. Retrieved July 14, 2022.
  10. ^ Owens, Jacob (2021-04-22). "Senate confirms McCormick to lead Chancery". Delaware Business Times. Retrieved 2021-05-29.
  11. ^ Owens, Jacob (2021-04-09). "Carney taps McCormick, Will for Chancery". Delaware Business Times. Retrieved 2021-05-29.
  12. ^ a b c d e Salerno, Matthew; MacDonald, Mark; Langston, Jim (27 May 2021). "Delaware Court Orders Up Prevention Doctrine to Require Reluctant Buyer to Close". Harvard Law School Forum on Corporate Governance.
  13. ^ Snow Phipps Gp., LLC v. KCake Acq., Inc., 2021 WL 2021 WL 1714202 (Del. Ch. Del. Ch. April 30, 2021).
  14. ^ DiRisio, Matthew L.; Smith III, James P.; Peters, Daniel H. (11 May 2020). "COVID-19-Spawned "Busted Deal" M&A Litigation and MAEs". Lexology.
  15. ^ "Twitter-Musk Case Assigned to Delaware Chief Judge McCormick". Bloomberg. 13 July 2022.
  16. ^ Milmo, Dan (19 July 2022). "Twitter wins first legal battle with Elon Musk as trial to go ahead in October". The Guardian.
  17. ^ a b "How the spotlight-shy judge at the centre of Musk's battle with Twitter prevented the court fight becoming a circus". Fortune.
  18. ^ Milmo, Dan; Paul, Kari (4 October 2022). "Elon Musk to proceed with $44bn buyout of Twitter after U-turn". The Guardian.
  19. ^ "Elon Musk takes control of Twitter in $44bn deal". The Guardian. 28 October 2022.
  20. ^ "How the spotlight-shy judge at the centre of Musk's battle with Twitter prevented the court fight becoming a circus". Fortune.
  21. ^ "Court Says Elon Musk's $55B Tesla Pay Package Is 'Excessive'". TIME. 2024-01-31. Retrieved 2024-02-02.
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