Connor Foley
Articles Editor, Delaware Journal of Corporate Law, Volume 50
Introduction
On January 7, 2025, Vice Chancellor Glasscock retired as Vice Chancellor of
the Delaware Court of Chancery. Vice Chancellor Glasscock has dedicated 25 years of service to the country’s preeminent forum of equity.
Journey to the Court
Vice Chancellor Glasscock, born in Erie, PA, spent most of his youth in Lewes, DE.[1] He received a B.A. in History from the University of Delaware in 1979, a J.D. from Duke University in 1983 and a master’s degree in marine policy from the University of Delaware in 1989.[2] Vice Chancellor Glasscock spent two years after law school practicing insurance defense at Delaware Firm, Prickett, Jones, Elliott, Kristol & Schnee.[3] Vice Chancellor Glasscock decided to “retire” from the practice of law, spending his time travelling and even bartending at local Wilmington bar, Kelly’s Logan House.[4] That changed after a dinner with former Chancellor William B. Chandler III (at the time Judge Chandler), which led to a job as his law clerk on the Delaware Superior Court.[5]
Vice Chancellor Glasscock began his tenure on the Court of Chancery in 1999, serving as a Magistrate (Master) in Chancery.[6] In 2011, Delaware Governor Jack Markell appointed Sussex native Sam Glasscock III as Vice Chancellor, filling in the vacant role left by Chancellor Chandler’s departure.[7]
Impact On the Court
Vice Chancellor Glasscock has never been afraid to inject his personality and humor into the opinions he authors. Chancellor McCormick, in a recent Bloomberg article, described his unique perspective as “Glasscockian Prose.”[8] Chancellor McCormick told Bloomberg that she will miss Vice Chancellor Glasscock’s “effortless way in which he makes complicated issues accessible to the uninformed reader, and the obvious delight he finds in the craft of decision writing.”[9] Vice chancellor Glasscock has many memorable quotes showing his perspective, including one from a 2022 case where he found the Court lacked subject matter jurisdiction stating, “[t]his would not be the tail wagging the dog; it would be an unanticipated second dog biting that tail—the possibility of such a speculative cause of action does not, to my mind, open the kennel of equity.”[10] A personal favorite of mine—Vice Chancellor Glasscock complimented a litigants pleaders art while granting a motion to dismiss stating:
That Complaint is remarkable. It is in my experience a unique example of the pleader’s art. It cites to the epic of Gilgamesh, Woody Guthrie, the Declaration of Independence, Noah and The Great Flood, Game of Thrones, Star Wars Episode V: The Empire Strikes Back, Star Trek, President Obama, and Euclid’s proof of the Infinity of Primes, among other references. It is well-written and compelling. In fact, it can be faulted only for a single—but significant—shortcoming: it fails to state a claim on which relief could be granted.[11]
Vice Chancellor Glasscock had the ability to insert his perspective while showing his profound comprehension of complex corporate law. This is shown in his 2024 Solak opinion where he compares SPACs to anacondas by stating, “[t]he adult anaconda, they say, eats perhaps once a year; open its belly, and you will see not what it is eating, but what is has eaten in times past. So too with the progress of litigation through the belly of Chancery[.]”[12]
During his time as Vice Chancellor, he has authored some of the most nationally recognized corporate law cases. His 2023 Oracle opinion addressing Oracle Corp.’s acquisition of NetSuite Corp. provided boards guidance on how to navigate approval of an acquisition with an interested director standing on both sides of the transaction.[13] Vice Chancellor Glasscock acknowledged Larry Ellison’s influence over both sides, but found that because Ellison was excused from the consideration and approval of the board, the business judgment rule applied, and the shareholder’s claims were dismissed.[14] This is just one example of the many decisions issued by Vice Chancellor Glasscock that helped develop numerous bodies of law.
Despite his decisions on major corporate cases, Vice Chancellor Glasscock, a Sussex County native, enjoyed helping Delawareans. Former Chancellor Strine, when asked about Vice Chancellor Glasscock’s retirement, stated, “[t]he vice chancellor’s excellence in not just corporate law but in the important areas of equity that matter so much to Delawareans, like land use, guardianships, and wills, are a legacy that will serve our nation’s corporations and our state’s citizens for generations to come.” [15]
Thank You and Good Luck!
Vice Chancellor Glasscock will be missed on the Court of Chancery. Vice Chancellor Glasscock will not leave the world of law entirely. He recently joined Delaware ADR, offering his 25 years of experience on the Court to assist with arbitration for complex disputes.[16] Vice Chancellor Glasscock was succeeded on the Court by his former law clerk, Vice Chancellor Bonnie W. David.[17] The Delaware Journal of Corporate Law thanks Vice Chancellor Glasscock for his years of dedicated service and wishes him luck on new opportunities to come.
About the Author
Connor Foley is a third-year law student at Widener University Delaware Law School. In addition to his studies, he serves as an Articles Editor for the 50th Volume of the Delaware Journal of Corporate Law. After graduation, Connor Foley plans on taking the Delaware bar exam.
[1] Press Release, Delaware Courts, Vice Chancellor Sam Glasscock III Announces His Retirement, (Feb. 16, 2024) https://courts.delaware.gov/forms/download.aspx?id=234068.
[2] Id.
[3] Judicial Officers, Del. Courts, https://courts.delaware.gov/chancery/judges.aspx (last visited Mar. 13, 2025).
[4] Ryan Lindsay, A Presumption of Candor, 42 Del. Law., no. 3, 2024 at 11.
[5] Id.
[6] Supra note 1.
[7] Id.
[8] Jennifer Kay, Judge Leaves Top Business Court Legacy of ‘Glasscockian Prose’, BL (Aug. 26, 2024, 5:00 AM), https://news.bloomberglaw.com/litigation/judge-leaves-top-business-court-legacy-of-glasscockian-prose
[9] Id.
[10] Elavon Inc. v. Elec. Transaction Sys. Corp., C.A. No. 2021-0440, 2022 Del. Ch. LEXIS 53, at *6 (Del. Ch. 2022).
[11] Alfred v. Walt Disney Co., C.A. No. 10211, 2015 Del. Ch. LEXIS 12, at *1 (Del. Ch. 2015).
[12] Solak v. Mountain Crest Cap., LLC, C.A. No. 2023-0469, 2024 Del. Ch. LEXIS 343, at *1–2 (Del. Ch. 2024).
[13] In re Oracle Corp. Derivative Litig., Consol. C.A. No. 2017-0337, 2023 Del. Ch. LEXIS 114 (Del. Ch. 2023) aff’d No. 139, 2024, 2025 Del. Ch. LEXIS 19.
[14] Id.
[15] Leslie A. Pappas & Jeff Montgomery, Vice Chancellor Sam Glasscock Retiring from Del. Chancery, Law360 (Feb. 15, 2024, 11:28 AM), https://www.law360.com/articles/1803422/vice-chancellor-sam-glasscock-retiring-from-del-chancery.
[16] Del. ADR, https://www.delawareadr.com/ (last visited Mar. 13, 2025).
[17] Press Release, Delaware Courts, The Honorable Bonnie W. David Is Sworn in As Vice Chancellor of The
Court of Chancery as The Honorable Sam Glasscock III Retires, (Jan. 7, 2025) https://courts.delaware.gov/forms/download.aspx?id=275388.
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