Lori W. Will
How Judge Will rules, drawn from 52 signed orders. Every observation links to the order it came from.
How Judge Will decides
Patterns drawn from this judge's own signed orders. Every observation links to the order it came from.
What persuades
For advance-notice bylaws, Will enforces the text actually adopted and will not let a board reject a director slate for failing to disclose information the bylaws never requested, even when the board has substantive concerns about the nominees' plans or incentives.
“The court cannot, however, enforce a requirement that a bylaw does not contain.”
Under the revised statutory safe harbor for conflicted transactions, Will treats approval by a majority of disinterested directors as necessary but not sufficient; the board's collective process must also be in good faith and without gross negligence.
“An affirmative vote by a majority of the disinterested directors then serving on the board or committee is necessary for Section 144(a)(1)’s safe harbor to apply. But it is not sufficient.”
In pleading-stage SPAC fiduciary-duty cases, she follows through consistently on her own prior reasoning about a sister SPAC's near-identical structure: where a proxy withholds the net cash per share available post-merger, she finds it reasonably conceivable that public stockholders were denied information material to an informed redemption decision, even where the defendants raise largely the same arguments already rejected in the earlier case.
“In GigAcquisitions3, this premise led the court to conclude that the plaintiffs pleaded a reasonably conceivable breach of fiduciary duty claim. So too here.”
On Caremark-style oversight claims against officers, she insists on a genuine 'red flag' of illegality or fraud, not merely a bad business outcome; ordinary financial deterioration or rising receivables, however troubling in hindsight, will not support liability absent facts suggesting the officer consciously ignored a known compliance risk within her own area of responsibility.
“Segway -- with 20/20 hindsight -- wants Cai to answer for a decrease in sales and an increase in receivables. Oversight duties under Delaware law are not, however, designed to subject fiduciaries to personal liability for failure to predict the future and to properly evaluate business risk.”
She reads unambiguous restrictive-covenant and contract language exactly as written, even when it produces a result the drafting party plainly did not intend; a sophisticated buyer that wrote a non-compete tied to the wrong corporate entity, or an overbroad worldwide non-compete, will not get a second chance through judicial rewriting.
“This case presents a textbook example of why parties should ensure their contracts say what they mean and mean what they say.”
Procedural preferences
When selecting class leadership, Will favors a structure free of avoidable loyalty and typicality risks; parallel appraisal representation and predominantly post-announcement share purchases can outweigh otherwise strong counsel and larger economic stakes.
“The class is entitled to undivided loyalty from its entire leadership team from the start.”
On requests for a stay or injunction pending appeal, she works through the same four-factor Kirpat framework methodically and will not credit a bare assertion of financial harm from paying a judgment, or an offer to post a bond, as a substitute for showing genuine irreparable injury and a fair, unsettled question on appeal.
“Delaware courts generally do not credit this contention absent some other showing of potential injury. ... [P]osting a bond does not change the reality that further delay will harm Kingfish; it merely guarantees that Kingfish will recover if the [defendants] lose on appeal.”
She declines to bifurcate or sequence motion-to-dismiss briefing piecemeal (e.g., hearing a Rule 23.1 demand-futility defense before a Rule 12(b)(6) merits defense) unless a true threshold jurisdictional issue is at stake, favoring one consolidated round of briefing over the risk of two.
“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 common-fund fee applications, she anchors the award to the Sugarland factors actually present in the record, benefit achieved, effort expended, risk undertaken, and resists a 'small case premium' for early, low-effort settlements, warning that rewarding minimal litigation effort with an elevated fee percentage would create perverse incentives to file marginal, quick-settlement suits.
“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.”
On timeliness defenses in SPAC/disclosure cases, she pinpoints accrual at the moment of the wrongful disclosure itself (issuance of the proxy), not when its financial consequences later become apparent, and treats a proxy's own visible omissions as enough to put a diligent stockholder on inquiry notice long before a lawsuit is eventually filed.
“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
Will treats auto-deleting relevant messages as a serious preservation failure once litigation is reasonably anticipated, and may award the opposing side its fees for substitute discovery even when adverse inferences would not alter the merits.
“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.”
She expects lawyers to verify every authority submitted to the court, including material drafted with generative artificial intelligence. When a filing contains fabricated citations or inaccurate legal propositions, she may require sworn accounts of the drafting, cite-checking, correction, and supervisory process before deciding sanctions.
“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.”
She takes a dim view of gamesmanship in arbitration and forum disputes: a party that voluntarily consents to arbitrate, and only balks after receiving an adverse procedural ruling from the arbitrator, will not be permitted to run back to the Court of Chancery to relitigate a jurisdictional question it already committed to the arbitral forum.
“This court is not an appellate body for an arbitral institution's internal rules. Nor will equity entertain the plaintiff's gamesmanship.”
She scrutinizes Section 220 books-and-records demands for genuine precision of purpose, not just a plausible-sounding investigative label; a demand framed broadly enough to cover any possible wrongdoing by a global company at any time will be rejected as facially improper regardless of how much supporting evidence (even a detailed regulatory complaint) is offered.
“The boundlessness of this purpose[] ... [t]hat is, its purpose concerns any possible anticompetitive conduct by a global conglomerate at any time anywhere in the world.”
In closely held or family-controlled entities, she looks past a party's title or apparent authority to the actual governing documents: a general partner, LLC manager, or fiduciary cannot bind a co-equal partner's or entity's interests through unilateral action where the operative agreement plainly requires joint or majority action.
“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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