Statement on the Passing of Chancellor William T. Allen

Oct. 15, 2019

This week brought the terribly sad news of the passing of renowned jurist, scholar, and counselor William T. Allen, who served for twelve years as Chancellor of Delaware’s Court of Chancery. Chancellor Allen will be forever remembered for his landmark contributions to the Nation’s business law. His wisdom will echo throughout our markets for years to come.

The Chancellor issued hundreds of opinions, including several seminal decisions that today guide corporate directors in boardrooms around the world. Those opinions help law students and practitioners alike determine when directors’ decisions deserve deference,[1] the importance of corporate leadership in overseeing compliance with law,[2] and how to balance the many competing considerations when a firm may be sold.[3] As a teacher, it was a privilege to see how Chancellor Allen’s opinions spoke to students. As a Commissioner, I rely on his work in thinking through the most difficult policy questions we face.[4]

After leaving the bench, Chancellor Allen became a beloved teacher, legal scholar, and law partner, bringing to each task the care and judgment that so distinguished him as a judge. He taught us many things—most of all how best to live a life in the law.

I extend my deepest condolences to his loved ones. On behalf of the millions of investors who will long benefit from his life’s work, I thank the Chancellor for sharing his wisdom with us.

[1] Gagliardi v.Trifoods Int’l, 683 A.2d 1049, 1052 (Del. Ch. 1996) (providing the canonical argument that diversified “[s]hareholders don’t want (or shouldn’t rationally want) directors to be risk averse . . . . But directors will tend to deviate from this rational acceptance of corporate risk if in authorizing the corporation to undertake a risky investment, the directors must assume some degree of personal risk relating to ex post facto claims of derivative liability for any resulting corporate loss”).

[2] In re Caremark International Inc., 698 A.2d 959 (Del. Ch. 1996) (providing critical guidance on “the board’s responsibility with respect to the organization and monitoring of the enterprise to assure that the corporation functions within the law to achieve its purposes”).

[3] Paramount Communications, Inc. v. Time Inc., Fed. Sec. L. Rep. (CCH) ¶94, 514 (Del. Ch. 1989) (“Many people commit a huge portion of their lives to a single large-scale business organization. They derive their identity in part from that organization and feel that they contribute to the identity of the firm. The mission of the firm is not seen by those involved with it as wholly economic, nor the continued existence of its distinctive identity as a matter of indifference.”).

[4] See, e.g., Commissioner Robert J. Jackson, Jr., Testimony Before the Federal Trade Commission Hearing on Competition and Consumer Protection n.26 (Dec. 6, 2018) (quoting the Chancellor’s famed opinion in Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988), and noting the “Chancellor’s typical prescience [in observing] that . . . [i]t may be that we are now witnessing the emergence of new institutional voices and arrangements that will make the stockholder vote a less predictable affair than it has been”).

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