January 31, 2013

MEMBER SPOTLIGHT: Interview with Donald Parsons

Before becoming a judge, Donald F. Parsons, Jr., spent more than 24 years handling intellectual property matters at Morris, Nichols, Arsht & Tunnell in Wilmington, Delaware. During his tenure there, he also served as president of the Delaware State Bar Association. In that role, he spearheaded a historic and successful campaign, known as the Combined Campaign for Justice, in which three formerly independent legal aid foundations jointly approached Delaware lawyers for financial support of pro bono programs.

In 2003, Parsons was appointed a Vice Chancellor of the Delaware Court of Chancery, widely regarded as the premier business court in the United States, where he oversees complex business disputes, many involving technology. He also serves on the panel of mediators for the U.S. Court of Appeals.

A1977 graduate of Georgetown University Law Center, Parsons also earned an electrical engineering degree from Lehigh University. He's been active in the ABA since 1979.

What inspired you to attend law school and practice law, particularly after earning an electrical engineering degree?

I backed into it when I was a junior in college. I didn't know what I wanted to do, but I just did not want to be an electrical engineer. I took the LSAT on somewhat of a whim because a friend of mine was a pre-law student and I went with him one morning to take the test. I actually taught high school math for three years after college and back then the LSAT scores were only good for three years. Fortunately, I had done well on it. I'd always been interested in government and public service. I was the president of the student body at Lehigh University and I knew people who were pursuing careers in law so I decided to try that.

Why did you specialize in intellectual property law?

I had the good fortune to go to Georgetown University Law Center in the evenings and while I was there, I worked at Arnold & Porter during the days. It took four years and I really enjoyed the big, complicated cases there. Later, at Morris, Nichols, Arsht & Tunnell in Wilmington, I was doing complex litigation and I ended up getting a trade secret case and then a patent case. Those cases are much more fact-intensive than the typical shareholder derivative case. I found that very interesting and, because of my background, I was not afraid of getting into the science. Morris Nichols did have, at the time, a very accomplished partner who was working in that area and trying to build it. With this partner, a friend and I were the beginnings of the IP section, which, by the time I left, grew to about 25 attorneys.

What were your early years in practice like and how does that compare to the practice for new lawyers today?

It's quite a bit different. I've been on the bench now for nine years, so it's not as though I'm interacting day to day with young lawyers who are on the front line in the law firms. But I can say there really was very much less focus at that time on billable hours. By the time I left the practice, everybody seemed to know how many hours they had billed the preceding year. It was also much less specialized than it is today. It would be much more common then to see someone like me doing a corporate case one day and a trade secret case the next. And we didn't have any of the e-discovery and the huge volumes of documents that are routinely dealt with today in big litigation.

What was the highlight of your work as president of the Delaware State Bar Association?

I was the president from 1999 to 2000. One highlight is that the bar association had always rented space and we decided in the year or two before I became president that we should purchase a building. That purchase occurred during my term as the president and then that building was refurbished and it was used for at least a decade by the bar.

I also headed up a committee on providing legal services to the poor. Up to that time, there had been three different groups in the Delaware community: the Community Legal Aid Society, the Legal Services Corporation of Delaware, and Delaware Volunteer Legal Services. Those three provided all the services to the poor or those who couldn't afford to pay. They, as today, had serious funding shortages to carry out their missions and the three agencies sometimes had different fans - somebody would like one group and hate the other - and there was great concern at that time that if they were to combine, less money would be raised because people wouldn't want to give even partially to one of the agencies they didn't like. But I was able to bring those three groups together. We started the Combined Campaign for Justice and they were able to raise more money as a combined entity. We received an award from the ABA for that program a year or two later.

Describe how you came to serve on Delaware Court of Chancery.

Good fortune, I think. I always had in the back of my mind that at some point before my career ended that, if the stars lined up correctly for me, I would love to spend a portion of that career on the bench.

I'm a Democrat so President Bush's election pretty much precluded me going on to a federal court. I explored the possibility of going on to the state court bench. But I just had the absolute highest regard for the Court of Chancery. It happened that in 2003 an opening came available and I applied. At that time, intellectual property-related issues in terms of valuations of companies, license agreements, trade secret cases, and things of nature were coming to the court, and that that may have helped me in getting the nomination. We are appointed in Delaware and we're very fortunate that we have outstanding candidates apply for the jobs and you really do need a little bit of luck to have it all come together.

What has surprised you most about being a judge?

Coming on the Court of Chancery, where we've got such a history of probably thousands of decisions in all aspects of corporate and business entity law, I was surprised at the number of times and the frequency with which issues that had never exactly been addressed before ended up in front of me. I don't mean that they were monumental issues, but they would present very interesting and nuanced corporate or commercial law issues that maybe had not come up in exactly that way before because the legal landscape is continually changing as are the deals done on Wall Street. They present some novel issues that are very challenging, very interesting to work on.

I should say that I really like and respect lawyers and their craft in litigating these kind of cases. It's an honor and it's also quite fulfilling to try to perform my role at that same level with them.

What changes do you see on the horizon for the legal profession?

It's a much more competitive landscape than it had been in the past so it's very important for the lawyers and law firms to be creative in meeting the competitive challenges. There's also much more diversity; so many more women and minorities work as lawyers in the firms and some are working their way up into the leadership roles in those firms and on the courts. I would expect to see much more of that in the future.

How are you involved in developing opportunities for young lawyers in the profession?

I'm very fortunate in working on the Delaware Court of Chancery because we are one of the leading business or commercial courts in the country and I have the luxury of having two law clerks and a number of externs. I've also been active with the Diversity Clerkship Program of the ABA Business Law Section almost since its inception. It's a real pleasure to see some of the students from those various law clerk, extern, and diversity programs out and practicing and doing well. I've seen some of them at Business Law Section meetings, which has been nice.

What has been a highlight of your work as a Business Law Section Advisor?

At the meeting we had last spring in Las Vegas, I was on a panel with three or four other Business Law Advisors from academia and also from administration, government, and SEC-type leadership roles. We spoke to students about our own careers and answered questions about the legal profession and some of the keys to success; not that we have all the answers by any means, but it was very interesting interchange.

I also attended a committee meeting of lawyers engaged in private equity deals. I had just put out less than 24 hours before a fairly lengthy opinion that dealt with some complicated issues. Walking into the meeting, somebody was commenting to me about footnote 55 of that opinion or something. The level of expertise and knowledge of the people that I've come in contact with in the Business Law Section have certainly broadened my own perspective and it's been a highlight of my time with the Section to be able to participate with them in fairly open conversations about the issues that come up. Of course, I can't talk about details of specific cases, but the audience is so knowledgeable that it really exposes me to different points of view relating to what's happening in the marketplace and in the legal community.

What is a commonality among the most successful business lawyers that you know?

They tend to be quick studies - they are able to assess the situation and identify the key issues early on and brush away a lot of other things they should not be concerned about. They are good communicators and managers. Also, the most successful business lawyers make sure that they surround themselves with reliable professionals who are going to pay attention to the details. They're also highly professional and very ethical and unflappable under pressure.

What should business lawyers know about the process and role of mediation?

The most important is that it's a voluntary process that you, as the client, can control in the sense that you can walk away. It's critical that the business lawyers educate their clients as to what's going to happen. There's a dynamic to it, and you don't want to get into a situation in which your client gets caught up in the moment and loses sight of their main objectives. Lawyers can best serve their clients, in my view, if they come to the mediation pretty much with a term sheet written out, not just the dollar amount that they want, but the five or 10 items that truly matter to the client.

If you couldn't be a lawyer or a judge, what would you do?

I'd probably be a teacher or a professor. I was originally a high school math teacher. I'm still probably an electrical engineer at heart, although you would not want me touching anything in your house or business.

Who is your idol in the legal profession?

A former Chancellor on the Delaware Court of Chancery and ultimately the Chief Judge of the Court of Appeals for the Third Circuit, Collins Seitz. I had the great pleasure of meeting him when I worked in the same building in '77 to 1979 as I was a law clerk one floor below his chambers. He is an inspiration to many Delaware attorneys. As a Vice Chancellor in 1952 or '53, he was involved in one of the five cases that ultimately went to the United States Supreme Court in Brown versus Board of Education. He held that separate but equal in Delaware, which is the way that our school system was operated, was unconstitutional. It was a very proud day for the Court of Chancery that he ruled that way. And of the five cases that went to the Supreme Court, that was the only one that was affirmed. He was a consummate gentleman and an outstanding jurist for many, many years.

Who has been your most influential teacher?

The judge that I clerked with, Judge James L. Latchum of the U.S. District Court for the District of Delaware. He's certainly very different from me. He had a fantastic sense of humor that was recognized by judges and lawyers in Delaware on many occasions in his career. His father had been very involved in politics and he just taught me, and all of us who were fortunate enough to serve as a law clerk for him, many life lessons and many things about being a good lawyer.

What is the most unique thing about you?

I don't know. Perhaps the most unexpected thing might be that I'm Jewish with a name like Parsons. I married my wife who is Jewish and raised my children Jewish and, after being married for 19 years, converted to Judaism. I also love to dance to rock and roll music, but I'm not a good dancer. You wouldn't want to see it.