On March 6, the Corporate Law Center welcomed the Honorable Kathaleen St. J. McCormick, Chancellor of the Delaware Court of Chancery, to campus to present the 20th Annual Albert A. DeStefano Lecture on Corporate, Securities, and Financial Law.
Hosted annually by the Corporate Law Center, the DeStefano Lecture brings policymakers, members of the judiciary, and distinguished attorneys to Fordham Law to share their insights on important developments in business and business law in a wide range of timely and diverse topics. The DeStefano Lecture was established in 2001 to honor the distinguished law career of Albert A. DeStefano ’47. DeStefano—whose career focused on corporate matters, especially mergers and acquisitions—shared his expertise with Fordham Law students from 1973 to 1983 as an adjunct professor, teaching corporate acquisitions. Several members of the DeStefano family were in attendance at this year’s lecture.
The Court of Chancery—which has expertise on corporate cases, often involving some of the world’s biggest companies—serves as Delaware’s court of original and exclusive equity jurisdiction, and adjudicates a wide variety of cases involving corporate disputes, commercial litigation, trusts, real property, and guardianships. Chancellor McCormick is the first woman to lead the prestigious, non-jury trial court in its 230-year history. Chancellor McCormick joined the court as a Vice Chancellor in 2018; previously she was a partner at the Delaware firm Young Conaway Stargatt & Taylor LLP and a staff attorney for the Community Legal Aid Society, Inc.
“It was a joy to spend the day with Chancellor McCormick,” Amy Martella, Corporate Law Center Director, reflected. “Not only is she a fair and whip smart jurist, but she is a kind and thoughtful human being. You can tell that she brings humility and compassion to everything she does, including, of course, the very demanding work of the Chancery.”
DeStefano Lecture “Adjudicating Corporate Conflicts in the Nation’s Premier Business Court”
Given the uptick in Caremark claims challenging a fiduciary’s failure to exercise oversight since Marchand v. Barnhill in 2019, Chancellor McCormick focused her DeStefano Lecture—titled “Adjudicating Corporate Conflicts in the Nation’s Premier Business Court”—on In re McDonald’s Corporation Stockholder Derivative Litigation. The In re McDonald’s litigation gave rise to three decisions from the Delaware Chancery Court, one issued in January and two issued in March, the week before her lecture. The court’s January decision clarified that oversight duties extend to corporate officers.
Chancellor McCormick discussed the backdrop of oversight obligations generally before moving on to the recent development that In re McDonald’s has ushered in. She also explained how demand futility (which excuses a plaintiff from demanding that the board of directors itself bring the claim only when plaintiff alleges with particularity that demand would be futile) creates a heightened procedural hurdle for plaintiffs seeking to plead a failure of oversight claim.
“I can’t say enough positive things about the McDonald’s decision,” Chancellor McCormick said toward the end of her lecture. “It was nice to have the opportunity to think about a recent development in our law outside the context of an adversarial proceeding.”
In addition to presenting the lecture Chancellor McCormick actively engaged in activities throughout the day at Fordham Law. She spent time with Fordham Law faculty, staff, and students, including at a View from Chambers event in the afternoon (presented by the Center for Judicial Events & Clerkships and the Corporate Law Center), and in Professor Sean Griffith’s Advanced Business Seminar, where she discussed the work of the Chancery Court and its history.
Collaboration with the Center for Judicial Events & Clerkships: View from Chambers
In planning Chancellor McCormick’s visit, the Corporate Law Center partnered with The Center for Judicial Events & Clerkships to present a View from Chambers on the Delaware Court of Chancery featuring Chancellor McCormick. The View from Chambers series is part of the CJEC’s Judicial Engagement through Education Initiative, which shines a spotlight on a diverse slate of judges from a range of courts at the federal and state levels. The visiting judges provide special insights into the work of their particular courts, including its duties and powers as well as the role of judges on the courts.
At the View from Chambers event, Chancellor McCormick spoke about the work of the Chancery Court, its unique role in shaping corporate law, and the role of judges and clerks on the court. She also reflected on her role as the first woman to lead the Chancery Court.
The format of the event allowed Chancellor McCormick not only to provide an overview of the Chancery Court and how it derives its authority, but to shed light onto her career path as well as her goals and hopes for the Court of Chancery. She also gave a glimpse into what it has been like to lead the court while under the intense scrutiny of public opinion and the media, such as when she presided over Twitter’s lawsuit against Elon Musk in the fall of 2022.
“Our court works at the pace of business and our ability to move fast with reasonable predictability has garnered a lot of attention—not just from entities incorporated under Delaware law, but contracting parties [as well],” said Chancellor McCormick. “There are very few people in the world who can do what we do on the timeframe that we do it.”
The discussion was moderated by CJEC Assistant Dean Suzanne M. Endrizzi ’96 and Corporate Law Center Executive Director Amy Martella ’07.
“We were delighted to partner with the Corporate Law Center on Chancellor McCormick’s visit. It was a unique opportunity for our students to learn firsthand about the important work of the Delaware Court of Chancery and the Chancellor’s goals for the Court,” said Endrizzi. “It was especially meaningful to have Chancellor McCormick, the first woman to lead the Court, visit during Women’s History Month.”