Sam Glasscock III
Judge Glasscock no longer hears cases. This profile is preserved as a historical record of how they ruled.
How Judge Glasscock decides
Patterns drawn from this judge's own signed orders. Every observation links to the order it came from.
What persuades
He reads contractual waiver language for its practical effect rather than insisting on a particular waiver-magic-word, holding that an agreement to 'refrain from' exercising a statutory right is just as binding as an express 'waiver' of that right, so long as the contracting parties could not reasonably have understood otherwise.
“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 appraisal actions he treats reargument as a narrow corrective tool, not a second bite at a discretionary valuation judgment call -- he will fix a genuine arithmetic or factual error but will not revisit a considered exercise of discretion merely because a party disagrees with it.
“Reargument, however, is properly reserved for occasions where the outcome of a court's reasoning is affected by mistakes of fact or law. Where a motion seeks simply to urge the court to amend application of its discretion, reargument is not appropriate.”
He distinguishes sharply between whether stockholders were adequately informed (the Corwin cleansing inquiry) and whether directors acted disloyally or in bad faith (the 12(b)(6) exculpation inquiry) -- defeating one does not automatically satisfy the other, and he analyzes each independently even where the same facts are in play.
“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.”
He is skeptical of parties trying to have it both ways with the corporate form -- a corporate controller cannot be found to have defrauded himself by causing his own company to rely on his own misrepresentation, since the company's own knowledge (through him) forecloses the reasonable-reliance element of fraud.
“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
On demand futility under Rule 23.1, he demands genuine director-by-director analysis, not a broad-brush assertion that a majority of the board is 'aligned' with an interested party; conclusory group-labeling of directors as conflicted will not excuse demand.
“NCM alleges nothing close to the fact-intensive, director-by-director analysis required to plead demand futility.”
He follows the U.S. Supreme Court's Henry Schein/Willie Gary framework closely on who decides arbitrability: incorporating AAA rules into a broadly worded arbitration clause delegates even the threshold arbitrability question to the arbitrator, and a narrow carve-out for equitable relief does not undo that delegation unless the carve-out is broad enough to swallow the rule.
“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.”
He will look past a technically deficient corporate record (like an un-updated stock ledger) where the company's own contemporaneous written admissions to outside parties concede the fact the ledger fails to reflect, rather than let the company weaponize its own recordkeeping lapse against a stockholder's statutory rights.
“That corporation cannot rely on the deficient stock ledger to deprive the stockholder of its inspection rights under Section 220.”
He refuses to 'blue-pencil' an overbroad, non-negotiated restrictive covenant to salvage its enforceability, reasoning that judicial rescue of overbroad contracts perversely rewards drafters for overreaching in the first place.
“A recognized problem in the enforcement of non-competes is the perverse incentive that a court might tailor, or limit, the effect of an overbroad non-competition agreement as to render it enforceable. That would encourage the use of overbroad non-competes.”
Cautions
A litigant who fully briefs and argues an issue in another court, right up to the brink of an adverse decision, and then maneuvers (for example, by moving to substitute the judge without cause) to avoid that decision, forfeits its equitable standing to complain of the resulting delay when it later seeks emergency relief in his court.
“[H]aving 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.”
A plaintiff seeking fee-shifting under the corporate-benefit doctrine must show the litigation was genuinely brought for a shared stockholder benefit, not personal gain -- his own pre-suit demand letters and deposition testimony can reveal the plaintiff's real, individual motive and defeat a fee request even where some incidental corporate benefit resulted.
“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.”
A parent holding company will not be held liable for a subsidiary's alleged torts merely because executives were sloppy about which entity's name appeared on employment paperwork, or because the parent's equity naturally benefited from the subsidiary's operations -- absent an actual veil-piercing theory, the corporate form still separates their liability.
“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.”
“I find that the Plaintiff was a stockholder at the time of the demand, and that the Defendant knew the stockholder was a stockholder as of that date. ... The Plaintiff's standing as a stockholder as of the date of the 220 Demand is confirmed.”
A historical record
Judge Glasscock no longer hears cases. This profile stays available as a record of how they ruled. If you're preparing for a matter, start from the court's current bench.