Judge at Center of Energy-Williams Row Praised as Fair

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By Michael Greene

June 30 — The Delaware Chancery Court judge who allowed Energy Transfer Equity LP to walk away from its $33 billion bid to buy Williams Cos. handled the case with his usual cool aplomb.

In a June 24 ruling, Vice Chancellor Sam Glasscock III concluded that Energy Transfer could back out of its bid to buy the rival pipeline giant after failing to get lawyers to sign off on a tax opinion (123 CARE, 6/27/16).

The case was described as “high-stakes M&A poker” in a June 15 note to clients by Evercore ISI analyst Timm Schneider (118 CARE, 6/17/16). The trial is a “wild card” and Glasscock “is an M&A guru who is not going to put up with shenanigans,” he wrote.

Glasscock is the second longest tenured vice chancellor on the court, after J. Travis Laster.

The Williams case “is a perfect illustration” of Glasscock's style and approach, former Delaware Chancery Court Chancellor William B. Chandler III told Bloomberg BNA in an e-mail.

“While it is an important corporate ruling and a high-profile case, the Vice Chancellor's opinion was an even-handed, balanced and pragmatic judicial ruling—exactly the type of ruling for which he is known and respected,” said Chandler, currently a Wilmington, Del.-based partner at Wilson Sonsini Goodrich & Rosati.

Early in his career, Glasscock served as Chandler's law clerk. Glasscock also filled Chandler's vacancy on the court in 2011.

Path Less Taken

Glasscock's path to the chancery court is somewhat unique compared to those of his fellow judges.

Of current court members, he is the only one who has served as the court's master in chancery, a position he held for more than 10 years. The master position involves adjudicating cases assigned by the court and plays an important administrative role in ensuring that the court handles its caseload in a timely manner, particularly in the sensitive areas of trusts and estates and guardianships.

Since ascending to the chancery court, Glasscock has done “a masterful job in the corporate area,” Charles M. Elson, director of the University of Delaware's John L. Weinberg Center for Corporate Governance, told Bloomberg BNA.

Some of Glasscock's other high-profile rulings include two decisions in 2015 that clarified investor standing to bring appraisal claims— Merion Capital LP v. BMC Software Inc., 2015 BL 579, and In re Ancestry.com Inc., 2015 BL 486 (13 CARE 85, 1/9/15).

More recently, Glasscock earlier this month issued a novel ruling on what impact changes in board composition have on the pre-suit demand standard in derivative litigation— Park Emps.’ & Ret. Bd. Emps.’ Annuity & Benefit Fund of Chicago v. Smith , 2016 BL 173116 (106 CARE, 6/2/16).

Judicial Temperament

Both Elson and Chandler praised Glasscock's demeanor and temperament on the bench. They said he is well-liked by attorneys who practice in Delaware.

Elson also said that Glasscock's use of colorful analogies stands out in his decisions. His opinions are “very to the point and fun at the same time,” Elson said.

In the Williams ruling, Glasscock wrote that if “a man formerly desperate for cash and without prospects is suddenly flush, that may arouse our suspicions. Nonetheless, even a desperate man can be an honest winner of the lottery.”

In his Ancestry.com opinion, Glasscock said a judge in a bench trial in appraisal proceeding holds on to the burden of proof “like a shipwreck victim grasps a floating deck-chair or an ex-smoker hoards his last piece of nicotine gum.”

To contact the reporter on this story: Michael Greene in Washington at mgreene@bna.com

To contact the editor responsible for this story: Yin Wilczek at ywilczek@bna.com

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