Vice chancellor laster biography books

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In 2023, the Delaware Court of Chancery provided important guidance for companies and stockholders for inspection demands under Section 220 of the Delaware General Corporation Law. In various decisions, the Court addressed the ability of issue-motivated investors and their counsel to inspect corporate records related to the ESG-related decisions of a board of directors, underscored that formal board materials typically satisfy the properly stated purpose of a demand absent a clear showing by the stockholder that such materials are insufficient, and warned companies against producing board materials with redactions that the Court could perceive as excessive.

Statutory Basics

An individual or entity seeking records under Section 220 must establish three requirements to make a valid inspection demand: (i) its status as a stockholder of the corporation; (ii) compliance with the statutory requirements for making a demand, and (iii) a “proper purpose” for conducting the inspection. A demand for materials under Section 220 must be made “under oath” and “state the person’s status as a stockholder, must be accompanied by documentary evidence of beneficial ownership of the stock, and must state that such documentary evidence is a true and correct copy of what it purports to be.” The stockholder also must provide an executed power of attorney or similar instrument if an attorney makes the demand on the stockholder’s behalf.

Further, the demand must state a proper purpose for the inspection, with the statute loosely defining a “proper purpose” as “a purpose reasonably related to such person’s interest as a stockholder.” Section 220(c) requires a company to respond no more than five business days after the demand is made, allows petitioners to seek orders compelling an inspection, and vests the Court of Chancery with “exclusive jurisdiction to determine whether or not the perso

This past weekend The Lemur sat down with J. Travis Laster, Vice Chancellor on the Delaware Court of Chancery, the nation’s most important court of equity. The Court of Chancery is the nation’s premier court for corporate governance issues—if you every wondered why there are more companies registered in Delaware than human citizens living there, the reason is the Court of Chancery, which hears high-stakes, complex cases related to corporate governance, fiduciary responsibilities, and securities issues for 65% of the Fortune 500 and many more companies. Vice Chancellor Laster was in town to give a talk at Duke Law School, and to take in a certain bucket-list sporting event. Fortunately, he wasn’t en bancon Saturday night, because benches, it goes without saying, were burned. 

I spoke with Vice Chancellor Laster about the importance of big ideas and intellectualism in his work, his pursuit of lifelong learning, and how he has used his legal career to bridge interests in science and the humanities, among other topics. I asked him to advise Duke undergraduates, whether already considering law school or not, on why going to law school might be a great way to keep their intellectual interests alive while pursuing a high-powered career. The Lemur has written previously about the perils of pre-professionalism at Duke and criticized the consulting and finance recruiting culture—Vice Chancellor Laster weighed in on this question and offered his view on how the law can offer more fulfilling, engaging, demanding (and potentially more lucrative) alternatives to those career paths.

Lemur: So, at The Lemur, we’re encouraging students to prioritize their intellectual interests, particularly in a career context, and there are a lot of undergrads now who don’t even consider law school or being a lawyer or anything in that realm because of this immediate pressure towards finance and consulting. So I’m first just curious about how you landed on law school when you w

American corporate lawyer and judge

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.

Legal career

Laster graduated from Princeton University in 1991 and the University of Virginia School of Law in 1995. 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.

Judicial career

In 2009, Governor Jack Markell nominated Laster to the Delaware Court of Chancery. 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.

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

Notable cases

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. The Delaware Supreme Court affirmed.

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 prope