Slights To Leave Creative Legacy At Delaware Chancery Court

January 19, 2022

Types : In the News

A jurist with a “keen sense of the practicalities of commercial life” who helped kill appraisal arbitrage cases and was unafraid to take creative leaps in corporate law is leaving a legacy of meticulous opinions on Delaware’s Chancery Court, experts said.

Vice Chancellor Joseph R. Slights III, who announced last week that he is retiring after six years on the bench but did not specify an end date, made his mark on Chancery with a sensible approach grounded in years of litigating as a corporate attorney and serving more than a decade as a judge in Delaware’s Superior Court.


Vice Chancellor Slights’ keen focus on facts was evident in his July 2019 decision in Fir Tree Value Master Fund LP v. Jarden Corp., another appraisal case.


R. Montgomery Donaldson, chair of the business litigation practice group at Montgomery McCracken Walker & Rhoads LLP, told Law360 that he has referred to the Jarden decision “time and time again.”

The decision “made clear that there is no bright-line prohibition against relying on the unaffected market price” and the trial court “has considerable latitude in selecting and weighing the methods and inputs for its calculus, so long as they are firmly supported by the record,” he said.

As a result, appraisal under Section 262 still remains “a flexible regime” that allows Chancery to weigh the evidence in each case, according to Donaldson. “Thanks to him, it is clear that precedent such as DFC, Dell, and Aruba should not be read to impose rigid constraints on this process.”


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