DealLawyers.com Blog

Former Delaware Chancellor William Allen passed away on Sunday at the age of 75.  He served as Chancellor from 1985 to 1997, a period during which the law governing mergers and acquisitions was almost completely transformed. Chancellor Allen didn’t author Aronson, Revlon, or Unocal, but he explained them in a way that helped all of us understand how to apply them and to identify their boundaries.

He did this by writing opinions in which he frequently shared his reservations about the decisions he reached, and in which he was not afraid to say that a particular issue was a close call. I think this excerpt from Jesse Finkelstein’s 1998 tribute to Chancellor Allen provides a sense of just how helpful his approach was to practitioners struggling to find their way:

Although the vast majority of Chancellor Allen’s decisions were affirmed on appeal, some of his most notable opinions were reversed. There are obvious ways in which trial judges can increase their chances of affirmance and decrease the likelihood of reversal. Reliance on factual, rather than legal determinations is one. Another is to write opinions in such a manner as to suggest no doubt as to any issues resolved in the context of the decision.

Chancellor Allen rejected this approach. He freely admitted that many of the issues argued before him presented extremely close calls. It is likely that Chancellor Allen’s explicit discussion of his own doubts and thought processes in reaching judgments resulted in making his decisions easier to reverse. Chancellor Allen acknowledged this possibility, yet steadfastly adhered to his approach. He felt that it was his duty not only to decide the many difficult cases before him, but also to memorialize the process through which those close cases were decided.

In a larger sense, though, Chancellor Allen’s style has best served the clients and those from whom he expected the most: the lawyers counseling those clients. In advising clients, the most instructive decisions are not the ones that provide black and white rulings. Such rulings allow (and perhaps encourage) clients to take extreme positions. In contrast, the struggle over difficult issues reflected in Chancellor Allen’s writing permits the qualitative evaluation of facts and circumstances surrounding decisions made by clients with the help of their advisors.

Today, with access to so many corporate law resources just a click away & nearly 35 years of Delaware case law to draw upon, it may be hard for some to appreciate just how important Chancellor Allen’s opinions were to practitioners during his tenure.  We were working through a thick fog trying to understand Delaware’s new doctrines, and Chancellor Allen always held up a lantern.  He will be missed.

– John Jenkins