Sam Glasscock III
How Judge Glasscock rules, drawn from 27 signed orders. Every observation links to the order it came from.
Judge Glasscock no longer sits on this court. This profile is preserved as a historical record of how they ruled here.
About Judge Glasscock
Sam Glasscock III served as a Vice Chancellor of the Delaware Court of Chancery from 2011 until his retirement in January 2025, after earlier service as a Master in Chancery. He continues to hear selected cases by designation. He earned his undergraduate and master's degrees at the University of Delaware and his law degree at Duke University.
How Judge Glasscock decides
Patterns drawn from this judge's own signed orders. Every observation links to the order it came from.
What persuades
In Manti Holdings v. Authentix, he held that a stockholders' agreement requiring holders to 'refrain from' appraisal unambiguously waived the appraisal right in the covered sale and granted the company summary judgment.
“The Petitioners make a valiant attempt to freight the term 'refrain' with more ambiguity than anyone since Arlo Guthrie. Nonetheless, to my mind, the SA is clear.”
In the AOL appraisal action, he granted reargument after finding that a factual error inflated the DCF value assigned to a prospective deal. He rejected requests to revisit discretionary valuation choices and revised the per-share appraisal value from $48.70 to $47.08.
“I find that my assignment of value to the Display Deal of $2.57 per AOL share, additive to the DCF analysis, was based on an error of fact. To that extent, both parties’ Motions are granted.”
In the USG stockholder litigation, he explained that a deficient disclosure defeating Corwin cleansing did not by itself plead directors' bad faith under Rule 12(b)(6). He treated the two inquiries separately and granted the defendants' motion to dismiss after finding no adequately pleaded non-exculpated claim.
“Doctrinally, however, the concept of bad faith, and the determination of adequate disclosure for Corwin purposes, are fundamentally separate. They involve different inquiries, the outcomes of which are not necessarily mutually supportive.”
In Global Discovery, he dismissed a fraud claim because the company, acting through its controller Harrington, already knew the facts underlying statements Harrington caused another company to make.
“Global, through its controller Harrington, was aware of the true state of affairs, and cannot have been misled by any false statements of fact that Harrington caused Smart Health to make.”
Procedural preferences
In LVI Group Investments v. NCM Group Holdings, he dismissed a derivative claim because NCM had not pleaded director-by-director facts showing why a majority of the board could not consider a demand.
“NCM alleges nothing close to the fact-intensive, director-by-director analysis required to plead demand futility.”
In Blackmon v. O3 Insight, he held that a broad AAA arbitration clause delegated the threshold arbitrability question to the arbitrator and stayed the advancement action pending that determination.
“I am not permitted to determine whether the claim is arbitrable without first deciding the threshold question of whether I can decide the arbitrability issue.”
In Knott, Glasscock confirmed stockholder standing despite an outdated stock ledger because the company knew the plaintiff held stock on the demand date. The opinion left the inspection dispute for further proceedings.
“That corporation cannot rely on the deficient stock ledger to deprive the stockholder of its inspection rights under Section 220.”
In Hub Group v. Knoll, he denied a preliminary injunction because Hub had not shown that its broad, unnegotiated noncompete was likely enforceable. He declined Hub’s proposed limiting reading, explaining that salvaging overbroad restrictions would encourage employers to draft them.
“That would encourage the use of overbroad non-competes; with some fraction of employees cowed into accepting unenforceably-broad restrictions, and with the Court available to blue-pencil and enforce the provision where a former and non-compliant employee is harming the legitimate interests of the company.”
Cautions
In Pentwater Capital Management v. Kaz, he denied the employer entities’ request for preliminary relief after they sought and briefed an Illinois ruling, then removed the matter from that judge. He found that their own procedural choice caused the delay and undercut their equitable case for urgent relief in Delaware.
“Moreover, having put the parties and the court to the expense and effort of briefing, arguing and deciding the issue, and by then removing the decision from the judge, to my mind the Employer entities have forfeited a position of equitable suasion.”
In Martin v. Harbor Diversified, he denied the plaintiff’s fee petition under the corporate benefit doctrine. The presuit demand letter and litigation record showed that Martin chiefly sought a buyout of his own stake, and the court found no significant benefit to the corporation and its stockholders that warranted shifting fees.
“Upon review of the record, it is clear to me that the Plaintiff initiated and pursued this action in his personal interest, in large part in an effort to be bought out of his ownership stake in Harbor.”
In NuVasive v. Miles, he found after trial that the parent holding company had taken no actionable step distinct from its subsidiary, and the plaintiff had pleaded no veil-piercing theory, so he entered judgment for the parent.
“Mere control and even total ownership of one corporation by another is not sufficient to warrant the disregard of a separate corporate entity.”
Signed rulings
A grounded sample of orders signed by this judge, with the verbatim dispositive language.
“I find that the fair value of AOL stock at the time of the merger was $48.70 per share. This is my post-trial decision on fair value.”
“I revise the fair value of a share of AOL stock on the merger date from $48.70 to $47.08.”
“the Plaintiffs have failed to satisfy Rule 60(b)(2)'s materiality prong, and I decline to reopen the judgment based on newly discovered evidence.”
“the Counter-Defendants’ Motion to Dismiss is denied as to Counts I and II of the Counterclaim Complaint. Counts IV and V are ... dismissed for failure to state a direct claim and failure to plead demand futility under Rule 23.1, respectively.”
“The Defendants' Motion to Dismiss is GRANTED.”
“For the reasons stated below, I grant the Plaintiff's 220 demand. I do not find bad faith and accordingly do not shift attorney's fees.”
“Upon review of the record, it is clear to me that the Plaintiff initiated and pursued this action in his personal interest, in large part in an effort to be bought out of his ownership stake in Harbor.”
“For the foregoing reasons, the Plaintiffs' petition for dissolution is granted.”
“Because I find the Petitioners contractually bound to refrain from seeking appraisal, the Company's motion is granted, and that of the Petitioners is denied.”
“This brief Letter Opinion memorializes my August 17, 2023 bench ruling in which I denied Defendants' Motion to dismiss with respect to Counts VIII, I, II, V, and VI without prejudice to Defendants' ability to argue that the latter four counts are partially preempted by the Delaware Uniform Trade Secrets Act.”
“the Defendants' motion to dismiss the Amended Complaint is GRANTED and DENIED in part.”
Glasscock confirmed the plaintiff’s stockholder standing as of the Section 220 demand date. He directed the parties to confer on remaining issues; this opinion did not decide whether records had to be produced.
A historical record
Judge Glasscock no longer sits on this court. This profile stays available as a record of how they ruled here. If you're preparing for a matter, start from the court's current bench.