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Lori W. Will | |
|---|---|
 | |
| Vice Chancellor of the Delaware Court of Chancery | |
| Assumed office May 26, 2021 | |
| Appointed by | John Carney |
| Preceded by | Kathaleen McCormick |
| Personal details | |
| Alma mater | Lafayette College (B.A.) University of Pennsylvania Law School (JD) |
Lori W. Will is an American lawyer and judge on the Delaware Court of Chancery.
Career
[edit]Vice Chancellor Will received a Bachelor of Arts degree in History and Government & Law from Lafayette College and received her J.D. from the University of Pennsylvania Law School.[1] She began her career as an associate at Skadden, Arps, Slate, Meagher & Flom before joining Wilson Sonsini Goodrich & Rosati as a partner.[2][3]
In April 2021, Governor John Carney nominated Will to replace Vice Chancellor Kathaleen McCormick, whom Carney had nominated to serve as Chancellor.[4] Vice Chancellor Will was sworn in on May 26, 2021.[3]
Notable Cases
[edit]Vice Chancellor Will has presided over two influential cases involving SPACs. In January 2022, "in a case of first impression" under Delaware corporate law, she "held that the stockholders stated a plausible claim for breach of fiduciary duty, thus impairing stockholders' right to make an informed decision on whether to redeem their shares" in the de-SPAC transaction. [5] She also held that the de-SPAC transaction was subject to "the entire fairness standard of review—and not the more lenient business judgment rule," citing "inherent conflicts between the SPAC's fiduciaries and the public stockholders in the context of a value-decreasing transaction."[5][6] In January 2023, in "a ruling substantiating well-publicized contentions of Stanford Law Professor Michael Klausner about SPACs' structural flaws," Will again denied a motion to dismiss by defendants who were directors of a SPAC.[7][8] Commentators questioned whether the decision would produce a "gold rush" of stockholder challenges to de-SPAC transactions.[9][10]
References
[edit]- ^ "Judicial Officers - Court of Chancery - Delaware Courts - State of Delaware". courts.delaware.gov. Retrieved July 23, 2023.
- ^ Owens, Jacob (April 29, 2021). "Senate confirms Will to Chancery seat". Delaware Business Times.
- ^ a b Cite error: The named reference
Court-Websitewas invoked but never defined (see the help page). - ^ Owens, Jacob (April 9, 2021). "Carney taps McCormick, Will for Chancery". Delaware Business Times.
- ^ a b Stone, Alan; Whoriskey, Neil; Golenbock, Scott (February 6, 2022). "Court of Chancery Opens Door to Entire Fairness Review of SPAC Mergers". Harvard Law School Forum on Corporate Governance.
- ^ Jackson, Sierra (January 4, 2022). "Exc-Citi exec, SPAC directors must face trial over MultiPlan deal". Reuters.
- ^ LaCroix, Kevin M. (January 12, 2023). "Will Del. Court's Ruling Mean a SPAC Lawsuit "Gold Rush"?". The D&O Diary.
- ^ Klausner, Michael; Ohlrogge, Michael; Ruan, Emily (November 19, 2020). "A Sober Look at SPACs". Harvard Law School Forum on Corporate Governance.
- ^ Strom, Roy (January 12, 2023). "SPAC Defenders Fear Professor's Victory Means Lawsuit Gold Rush". Bloomberg Law.
- ^ Wood, Mark D.; Zelichov, Richard H.; Mount, Michelle (January 31, 2023). "Delaware Chancery Court Issues Delman Decision Potentially Increasing Scrutiny of the Actions of SPAC Sponsors and Boards". The National Law Review.