July 31, 2013

MEMBER SPOTLIGHT: Interview with E. Norman Veasey

Former Business Law Section chair E. Norman Veasey served as the Chief Justice of Delaware for 12 years. During his tenure, the U.S. Chamber of Commerce ranked Delaware's courts first in the nation for three consecutive years for their fair and efficient litigation environment.

A one-time chief deputy attorney general of the State of Delaware, Veasey was also president of the Delaware State Bar Association from 1982 to 1983. He was editor of Volume 48 and is now on the editorial board of The Business Lawyer. Chief Justice Veasey also served as president of the Conference of Chief Justices, chair of the board of the National Center for State Courts, and chair of the American Bar Association's Special Committee on Evaluation of the Rules of Professional Conduct (Ethics 2000).

Now a senior partner at Weil Gotshal & Manges, where he handles issues related to mergers and acquisitions, restructuring, and litigation, Veasey has received many awards and honors. He began his career at the Delaware law firm of Richards, Layton & Finger, where he served as managing partner and chief executive officer. He earned his A.B. degree from Dartmouth College in 1954 and his LL.B. degree in 1957 from the University of Pennsylvania Law School where he was an editor of the law review.

What inspired you to attend law school and practice law?

I was an undergraduate premed student at Dartmouth College. My father was a periodontist so I thought that a career like that was what I should follow. But then I took a course called "Legal Debate," which told war stories about great lawyers and cases, and I thought, "Well, that was a lot more interesting than premed." So I was sort of turned on by that simultaneously with being turned off by organic chemistry.

Why did you specialize in business law?

I was a summer clerk in the litigation department at Sullivan & Cromwell in New York. I worked on about a dozen cases and 10 of them were in Delaware. They were corporate law cases such as derivative suits. I thought, "This is fascinating."

What was a highlight of serving as deputy attorney general for Delaware?

I tried an awful lot of cases including jury cases, non-jury cases, and appellate cases. It was a wonderful experience to learn how to be a stand-up lawyer.

I also noticed when I was in the attorney general's office that the Delaware corporate criminal code needed reform. It was a hodgepodge of statutes that had been enacted at different times. So I went to the governor and said, "I think we need a criminal law revision committee because the law is a mess." He appointed the committee. I was the co-chair and we wrote a new criminal code.

When I went back to Richards, Layton & Finger, I ended up handling corporate litigation. So I combined my interest in corporate law with my interest in being a trial lawyer.

How did you come to serve as Chief Justice of Delaware?

I certainly wasn't expecting that and I approached it quite reluctantly. It was 1991. Lawyers from other law firms and judges reached out to me and said, "The Chief Justice is going to retire and we would like you to be Chief Justice of Delaware because it's very important to maintain the preeminence of Delaware corporate law." I said, "No thanks. I'm a partner at Richards, Layton & Finger and I like doing what I'm doing. But thank you very much. There are other people who are better qualified than I am so why don't you talk to them?" They said, "No, no, you're the one we want." Well, that was all very flattering. Ultimately I succumbed. I hadn't been a trial judge or anything. But I knew a lot about appellate practice. So I was appointed by Governor Castle and unanimously confirmed by the Delaware Senate. It was a bipartisan effort: Governor Castle is a Republican and the Senate was Democratic. So, that was nice.

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

I wanted to reconstitute the Delaware State Bar Association to reflect the architecture of the American Bar Association, which has Sections. We created Sections instead of just Committees. I also thought it was important to work on issues like integrity and strengthening the Bar Association's influence with the judicial, legislative, and executive branches of the state and the federal government.

What was it like to transition from court work to private practice?

It was sort of a natural progression. I had been a practicing lawyer for 34 years from January of 1958 until April of 1992. Then I was on the court for my 12-year term from '92 to '04. Then I was invited to be a senior partner at Weil, Gotshal & Manges working on corporate matters. I was able to bring to bear not only some of my thoughts about the practice of law, but also what courts expect. It's been fun - all the phases of my life.

What are your views on the importance of pro bono work?

It's very important that lawyers with a sense of noblesse oblige reach out to not only help the poor, but also help the system. The system being the judicial system of law reform, professionalism, and civility.

Lawyers are also obliged to help poor people who can't afford a lawyer, not only through entities such as legal aid societies, but also on an individual basis, too, to help advance the causes of indigent people.

What are your views on promoting access to justice, such as assisting unrepresented litigants and access to interpreters?

It's very important that people have the opportunity to go to court even if they can't afford a lawyer and to make the system more user-friendly for unrepresented people. I don't know what the statistics are, but I suspect that 70 to 80 percent of the litigants that come before the Delaware Family Court are unrepresented. So there has to be a system where the unrepresented people can learn enough about how the system works to be able to navigate it effectively. It's incumbent upon the judicial system to give them the tools to do that.

Interpreters are very important because everywhere there's the language problem. There's a particularly abundant need for Spanish-speaking interpreters. But there's also a need for Arabic, Chinese, Mandarin, and other interpreters.

Describe your current work as a special prosecutor in Delaware.

The federal government indicted a man who was the head of a liquor distributing firm in Delaware for violations of campaign finance laws. It was alleged that he got his employees to contribute to federal campaigns and then he'd reimburse them. That is a violation of federal law and a felony also under state law.

The attorney general appointed me as independent counsel. I have assembled a team of state police investigators and lawyers from my firm. We have been investigating not only this case but also other cases where that might have happened. We obtained a conviction of the man through a plea agreement and we are investigating other people. We also obtained a half-million-dollar payment from his company as part of a non-prosecution agreement. We shall be submitting a report later this year, and it will call for some needed reforms.

Tell me about your roles as a member of the Judicial Nominating Commission in Delaware and as liaison to the Delaware State Bar Association's Committee on Judicial Appointments?

The Judicial Nominating Commission in Delaware is the key to Delaware's judicial system. Delaware requires a bipartisan judiciary, whereby you cannot have more than a majority of one of the major political parties. So sometimes the governor has to appoint a judge from the opposite party.

The Judicial Nominating Commission was created to search for appropriate candidates and to investigate them. That continues to support Delaware's national preeminence of its judiciary as being bipartisan, non-political, balanced, and expert in what they do.

As a liaison to the Delaware State Bar Association Committee, I'm the member of the Judicial Nominating Commission, which is the link between the Governor's Commission and the Delaware State Bar Association Committee on Judicial Appointments.

You're also an author. Tell me about your book.

I became interested in the life of general counsel because the general counsel is a business partner with management but also the guardian of the corporate integrity. This partner-guardian relationship has no analog anywhere else among lawyers. The lawyer has to be independent and objective in dealing with the director, CEO, and the CFO, who are not the lawyers' clients, but are constituents of the entity, which is the lawyer's client.

So I, along with an associate in our Wilmington office, Christine Di Guglielmo, wrote an article for The Business Lawyer in 2006 about the challenges of general counsel. Oxford University Press asked if we'd write a book. It's called Indispensable Counsel: The Chief Legal Officer in the New Reality. We've had a number of symposia that we have conducted for entities such as a bar associations and individual companies.

As if you weren't busy enough, describe your work as a neutral in arbitrations and mediations.

When I was a judge, I was a neutral and I enjoyed that very much, making objective and independent decisions on legal and factual issues. So in addition to representing clients and representing the firm, I occasionally am asked to be an arbitrator to decide legal issues pursuant to an arbitration agreement between parties. I'm also asked to be a mediator, and I feel good when the parties have reached a settlement.

Tell me about serving as chair of the ABA's Business Law Section. I understand you were only the second judge to do so while sitting as a judge.

In the late '70s, I got very interested in the Bar Association, especially the Committee on Corporate Laws. I worked my way up the ladder in the Section of Business Law. When I was chair, we had about 50,000 lawyers, and I felt it was very important to strengthen the Committees and create more Committees where more people could be involved.

Professionalism has been a theme of your career. Tell me about that.

In all these roles, the Delaware Bar Association and the American Bar Association and as a practicing lawyer, I had seen a deterioration in the civility of the law practice. A lot of people were engaging in what we call Rambo tactics where they became very nasty with each other in litigation, particularly, but also in office practice and depositions. Depositions became very nasty and uncivil. Judges don't like that kind of behavior. And the lawyers need to serve their clients better by not engaging in that kind of behavior. So I made it a cause to try to work on civility and professionalism. I got the Conference of Chief Justices interested in that. We came out with a national action plan on professionalism to try to get trial judges involved in stopping these tactics.

Describe your work on the editorial board of The Business Lawyer.

The Business Lawyer is the product of the Business Law Section of the ABA and when a person is the vice chair, that person is also the editor of The Business Lawyer, a nationally prominent and scholarly journal. By the way, when I went back to being the chair of the Business Law Section, we came up with Business Law Today, which is the magazine that we're now speaking about.

What part of chairing the ABA's Ethics 2000 Commission are you most proud of?

It was an effort that was put together initially by three presidents of the American Bar Association and it was a commission to evaluate the Model Rules of Professional Conduct. It became known as "Ethics 2000." We wanted to keep the same architecture of the rules, what people had gotten used to, and to make changes only where changes were necessary and bring them into modern times and also to clear up any dissonance and ambiguity that might be created between and among the rules.

Tell me about serving as chair of the Corporate Laws Committee of the Business Law Section and your view of the role of that Committee.

Back in the late '70s, I really wanted to insinuate myself into the Committee on Corporate Laws, which operates by appointment only. I insinuated myself by just attending a few meetings and then, finally, I got recognized. I served on the Committee for many years until I was appointed Chief Justice. When my judicial term was over in 2004, I was invited not only to be a member of the Committee again, but also to be its chair, which was very flattering. When I was chair, a few important things were done. One is that an updated version of the Corporate Director's Guidebook was published. Sarbanes-Oxley had come out and we brought the Corporate Director's Guidebook up to date. This is a wonderful document for boards of directors to consider. It's written in plain English about what's expected of corporate directors.

I understand that you were quite a singer. Tell me a little bit about that.

I wasn't really quite a singer, but I like to sing. My mother was a soprano soloist. She wanted me to be more of a musician than I turned out to be. She wanted me to learn to play the piano but I didn't have that talent. But I could sing a little bit. And so we sang in the church choir and these little operettas.

Then in the Section of Business Law, we had a lot of sing-a-longs as part of our entertainment at meetings. We would all sing these good old faithful songs. Today, I sing hymns in church and in the shower. That's it.

Aside from singing, what are your other interests outside the law?

Well, I have one interest that is inside the law: I teach a lot as an adjunct professor at various law schools. I just finished a semester at NYU law school, for example. I've taught at the University of Virginia and Southern Methodist University and Ohio State. It's a short course that I teach called "The Real World of Ethical Corporate Lawyering." I really enjoy teaching this one- or two-credit course.

Outside of the law, my principal interests are my wife, our four children, and 11 grandchildren. It's a wonderful family and we do a lot of things together. For example, my wife and I take each of our grandchildren on a trip of their own when they're around 12 years old. They can choose the place, within reason. It's a great bonding experience. We've had nine trips out of 11 so far. Grandchildren are the dessert of life, I think. I also try to play golf and tennis, but I'm not very good at that.