The WSJ published an article about J. Travis Laster, one of the Vice Chancellors in Delaware. According to the article, VC Laster "has built a reputation for being as tough on bankers as on the corporate directors they advise. He has censured boards he viewed as careless, ripped advisers he viewed as conflicted, rejected settlements he viewed as flimsy and halted transactions he viewed as unfair."
Some described him as having "a moralistic streak" and noting that he is the grandson of a Presbyterian minister whose Bible Mr. Laster used during his swearing-in ceremony." This has not made everyone happy. The positions have apparently resulted in disquiet on Wall Street. Id. ("The rulings cast unease over Wall Street by promising closer scrutiny of its work."). As the article noted: "His tenure hasn't been without controversy. Some see in Mr. Laster, who declined to be interviewed, a tendency to second-guess boards with little regard for market realities."
VC Laster's opinions reflect a deep respect for the jurisprudential approach adopted by Delaware courts as a legal matter. He is suspicious of shareholder law suits (at least those challenging mergers). He has done nothing to alter the process (versus substance) approach to Delaware law. If directors use the right process, they are free of liability, without worrying about second guessing by shareholders or courts.
His approach is to try to make the process adopted by Delaware courts meaningful. Thus, when he sees potential conflicts of interest by advisors to boards, he doesn't ignore them but highlights them and their potential impact on the process. When he sees directors on special committees who may have close personal relations with someone on the other side of the transaction, he declines to simply ignore the relationships.
This is, in the end, consistent with a management friendly approach to corporate law. Boards can still obtain complete protection from liability. They simply have to work harder at making sure the process is actually meaningful. In many ways, it empowers boards to do what they would prefer anyway. To the extent friendship with officers/controlling shareholders can impair independence, boards now have a reason to reduce the number of "friends" serving as directors.
VC Laster’s approach does not reflect a radicalism but instead reflects a deep seated respect for the Delaware approach. It is an attitude that, if it became prevalent, would likely slow the pace of federal preemption of principles of corporate governance.