Lori W. Will
How Judge Will rules, drawn from 57 signed orders. Every observation links to the order it came from.
About Judge Will
Lori W. Will has served as a Vice Chancellor of the Delaware Court of Chancery since May 2021. She previously practiced corporate and securities litigation at Wilson Sonsini Goodrich & Rosati and Skadden. She earned her undergraduate degree at Lafayette College and her law degree at the University of Pennsylvania.
Judge Will's practices and standing orders
The court's website lists no individual practices or standing orders of Judge Will's own (checked October 11, 2026), so the court's local rules and general orders are the place to look (court page ↗).
Standing orders for every case in this court
Orders the court applies to all of its cases, whichever judge has them, as published on the court's website (checked October 11, 2026).
How Judge Will decides
Patterns drawn from this judge's own signed orders. Every observation links to the order it came from.
What persuades
In ATG Capital Opportunities Fund v. Lane, Will held that the board could not reject a director slate for missing disclosures its advance-notice bylaws did not require. She allowed the nominees to stand for election while denying a separate request to reopen the nomination window.
“The court cannot, however, enforce a requirement that a bylaw does not contain.”
In Dodiya v. Franklin, Will held that a disinterested majority vote alone did not establish the revised Section 144(a)(1) safe harbor. The plaintiff had plausibly alleged gross negligence in the board's collective approval process, so the safe harbor did not support dismissal at the pleading stage.
“But it is not sufficient. The statute also mandates that the transaction be authorized by the board or committee ‘in good faith and without gross negligence.’”
In Laidlaw v. GigAcquisitions2, she denied dismissal of a SPAC fiduciary-duty claim after finding it reasonably conceivable that the proxy omitted material net-cash-per-share information. She applied the reasoning of a prior case involving a similar SPAC structure and rejected arguments already addressed there.
“In GigAcquisitions3, this premise led the court to conclude that the plaintiffs pleaded a reasonably conceivable breach of fiduciary duty claim. So too here.”
In Segway v. Cai, Will dismissed an officer oversight claim built on falling sales and rising receivables. The complaint did not plead facts suggesting that the officer acted in bad faith.
“Segway—with 20/20 hindsight—wants Cai to answer for a decrease in sales and an increase in receivables.”
In Frontline Technologies Parent v. Murphy, Will dismissed a restrictive covenant claim because the agreements barred work for a competitor of the holding company, while the former employees worked for a competitor of its operating subsidiary. The agreements did not cover the subsidiary's competitors.
“This case presents a textbook example of why parties should ensure their contracts say what they mean and mean what they say.”
Procedural preferences
In the Skechers merger litigation, she chose FMI as lead plaintiff because it had a substantial stake acquired before the merger announcement and lacked the potential conflicts or unique defenses facing the competing groups. One group’s counsel also represented petitioners in a parallel appraisal action.
“The class is entitled to undivided loyalty from its entire leadership team from the start.”
In Huntington Way, Will denied a stay pending appeal after finding that further delay would harm the judgment creditor. She rejected the proposed bond as an adequate answer to that harm.
“To delay Kingfish’s long-fought recovery pending an uncertain appeal would continue to undermine its contractual rights.”
In the Kraft Heinz derivative case, she denied a request to brief demand futility separately from the other dismissal grounds. She directed the defendants to present their pleading-stage defenses together because she could not yet tell whether the Rule 23.1 argument would dispose of the case.
“At present, it is impossible for me to say whether the defendants' Rule 23.1 arguments are arguably dispositive such that I need not hear their Rule 12(b)(6) arguments. ... [T]he defendants should endeavor to brief all pleading-stage grounds for dismissal and present them together.”
In McKnight v. Alliance Entertainment, she awarded counsel 12.5% of a $511,000 common fund after an early settlement. She found that the limited effort and risk did not justify counsel's requested 20% fee or a small case premium, and warned that a universal stage elevation for small matters could encourage marginal suits seeking quick settlements.
“I fear that adopting a universal 'stage elevation' approach for small matters would create perverse incentives, encouraging marginal suits aimed at extracting rich fees from quick, nuisance-value settlements.”
In Reilly v. Horn, she held that the plaintiff’s disclosure claim accrued when the allegedly misleading SPAC proxy was issued, rather than when losses followed his decision not to redeem. She distinguished the asserted informational injury from later damages in resolving that timeliness defense.
“His injury was the deprivation of material information needed to make an informed redemption decision, which occurred when the allegedly false proxy was issued. His damages, by contrast, were the losses following his non-redemption.”
Cautions
In ATG Capital Opportunities Fund v. Lane, Will found a preservation failure where auto deletion remained enabled after the duty to preserve arose and a litigation hold issued. She awarded the defendants reasonable fees for their sanctions motion and supplemental discovery; the requested adverse inferences were moot after the merits ruling.
“Leaving auto-delete enabled during this period was at least negligent. Failing to disable it after receiving a litigation hold was at least reckless. Affirmatively turning it on while litigation grew increasingly likely evidences an intentional disregard for ATG’s preservation obligations.”
In Leiske v. Kidd, she issued a Rule 11 show-cause order after counsel acknowledged using a generative AI tool to revise a brief and failing to verify citations. She requested sworn accounts of the drafting, review, correction, and supervision process before deciding whether a hearing or sanctions were warranted.
“Upon receipt and review of the affidavits, I will determine whether an evidentiary hearing or oral argument is necessary, or whether the Rule to Show Cause will be resolved on the papers.”
In Torrent Jerez v. Burt, the plaintiff consented to arbitration, then sought to enjoin it after an unfavorable procedural ruling. Will dismissed for lack of jurisdiction because the parties had delegated substantive arbitrability to the arbitrator; she denied the preliminary injunction motion as moot.
“This court is not an appellate body for an arbitral institution’s internal rules. Nor will equity entertain the plaintiff’s gamesmanship.”
In Wong Leung Trust v. Amazon, Will reviewed a Section 220 inspection demand de novo and found the stockholder's stated purpose facially improper because it was too broad and imprecise.
“The plaintiff’s stated purpose is so overbroad and imprecise that it is facially improper.”
In Chai Maginn v. Maginn, she held that Chai Maginn lacked authority to sign a written consent on behalf of a limited partnership with two general partners. Without those shares, the consent could not remove the remaining member of Jenzabar’s special committee, so she granted the defendants summary judgment.
“Chai Maginn lacked the unilateral authority to sign on behalf of a limited partnership in which she and Maginn are the two general partners.”
Signed rulings
A grounded sample of orders signed by this judge, with the verbatim dispositive language.
“Because the parties clearly and unmistakably delegated the question of substantive arbitrability to the arbitrator, I decline to exercise jurisdiction. The defendant's motion to dismiss is granted under Court of Chancery Rule 12(b)(1); the plaintiff's motion for a preliminary injunction is denied as moot.”
“For these reasons, the defendants' motion for an injunction pending appeal is denied. The plaintiffs' motion to modify the status quo order is denied as moot.”
“The plaintiffs' motion to modify it is denied as moot.”
“The plaintiff's claims are time-barred. The defendants' motion to dismiss is therefore granted. The complaint is dismissed with prejudice.”
“I award plaintiff's counsel a fee equal to 12.5% of the common fund plus their reasonable expenses.”
“FemtoMetrix's motion is granted; Kim and Avaco's motion is denied.”
“For the reasons outlined above, summary judgment is granted in Advent's favor in part. Servicios Funerarios breached Section 9 the Guarantee by filing the Mexican civil action against Advent International and Advent Mexico, which caused the Guarantee to terminate.”
“I decline to issue an anti-suit injunction of the Mexican criminal action. I also decline to enjoin Servicios Funerarios from prosecuting the Mexican civil action against Advent Mexico.”
“The plaintiff's stated purpose is so overbroad and imprecise that it is facially improper. ... I agree.”
“For the reasons set forth above, the plaintiffs' motion for a preliminary injunction is denied.”
“Cai's motion to dismiss is granted. The Complaint is dis[missed].”
“To grant Paragon what amounts to final relief would be inequitable.”
“The defendants' motion for summary judgment is granted. The plaintiff's cross-motion for summary judgment is denied.”
“Accordingly, the Motion will be granted without condition, pursuant to a separate order.”
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