December 20, 2016

MEMBER SPOTLIGHT: An Interview with Justice Henry duPont Ridgely

After more than 30 years of service as a jurist in the Delaware Judiciary, Justice Henry duPont Ridgely is a walking library of Delaware business law decisions. During his tenure on the Supreme Court of Delaware, he participated in more than 700 published opinions, including every major decision issued during his time on the bench involving directors’ and officers’ liability, merger and acquisition disputes, and contests for corporate control. During his leadership of the Delaware Superior Court, Delaware was first recognized by the U.S. Chamber of Commerce as first among the 50 states for the fairness and reasonableness of its litigation environment. Delaware is still number one today.

Now he is Senior Counsel at DLA Piper in Wilmington, Delaware, and a Business Law Advisor to the Business Law Section. In addition to a busy practice, he has traveled internationally as part of DLA Piper’s pro bono initiatives to share his experience and help countries improve their court systems, using best practices consistent with the rule of law.

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You’ve served for over a decade at the Justice of the Delaware Supreme Court and more than 30 years as a jurist in the Delaware Judiciary. Did you always aspire to become a judge?

No, I did not. When I was growing up, I aspired to be a lawyer like my late father, Henry J. Ridgely, who was a distinguished solo practitioner in Dover, Delaware. I would go to his office as a child and admire him and the work he did. My original intention was to join him in the practice of law for the rest of my professional life. After law school, I returned home to Delaware and did practice with him and enjoyed it. It was 10 years later in 1984 when a lawyer I knew and respected, asked me to consider becoming a judge. I thought about it and only then aspired to join the Delaware Judiciary. With my father’s encouragement and blessing, I applied for and was nominated by the governor and confirmed by the Senate as a Superior Court Judge. I served there for 20 years, including 14 years as President Judge, and thereafter for more than 10 years on the Delaware Supreme Court.

What did you enjoy about serving as a justice and a judge?

I enjoyed the variety of challenges that accompanied trial and appellate work, the engagement with skilled lawyers, and I enjoyed problem solving in individual cases. No case was ever exactly like another. I worked with great judges and staff in Delaware. There is a special collegiality among Delaware judges and I received an early lesson in that. When I first joined the Superior Court, the judges made it clear to me that as a new judge we were all working together to do what was right and to achieve justice in our state. If I had a question as a new judge about anything, I could call another judge and even ask another judge to step down from the bench to speak with me. I did not hesitate in doing that. I gave the same advice to new judges who became judges after I did.

Was there anything you didn’t enjoy about your position?

There were only two aspects of my work over the years that I did not enjoy, though they were a necessary part of my duties: sentencing and attorney discipline.

What advice would you give to a lawyer who aspires to become a judge?

First, get the legal knowledge and experience you need in your chosen legal field. Sharpen your analytical skills and be very sure to practice law with civility and professionalism. Always show the highest level of integrity. Second, develop a reputation for fairness and be actively involved in pro bono work and other community service. When candidates are considered for judicial office, whatever the selection process may be, those making the selection are more likely to select a candidate who is not only well qualified through knowledge and experience, but who also has the balanced temperament and ability to listen required for the job. And third, demonstrate that you can be trusted with the awesome power given to judges and justices under our system.

What three adjectives would you choose to describe an ideal judge?

Fair, open-minded, and thoughtful. A judge needs to have the highest integrity and must be honest and impartial in everything that he or she does.

You participated in more than 700 published opinions. Was there an area of corporate law that dramatically changed during your time as a justice?

The biggest corporate law change during my time on the Supreme Court related to the facial validity of forum selection clauses in certificates of incorporation and bylaws. Multi-jurisdiction litigation is expensive and time consuming for companies and shareholders alike. I remember early in my tenure as a Justice the so-called ABC rule being discussed: ABC stood for “Anywhere But Chancery.” Cases were being filed not just in Delaware, but, also in multiple states. Companies reacted to this by developing forum selection bylaws, selecting Delaware exclusively for the resolution of internal corporate governance claims. At first there was skepticism about the validity of these bylaws. This type of bylaw was held to be facially valid by then chancellor, now Chief Justice Strine, in the landmark Boilermakers case. Important precedents that he cited in his careful analysis in Boilermakers were Airgas, Inc. v. Air Products, where the Supreme Court made clear that bylaws are part of a binding contract among directors, officers and shareholders and Ingress v. CA, Inc. where the Supreme Court explained that forum selection clauses in contracts are presumptively valid and should be specifically enforced through an injunction. An appeal of Boilermakers was taken to the Delaware Supreme Court but was voluntarily dismissed before we could decide it. Other courts across the country have since cited Boilermakers with approval in upholding the facial validity of forum selection bylaws.

Ultimately, in 2015, the Delaware General Assembly expressly authorized forum selection bylaws and charter provisions by statute. Although there are aspects of forum selection jurisprudence still being resolved, this dramatic new approach promotes not only cost savings but also consistency and clarity in the application of Delaware corporate law.

Because of this, is the Delaware court system that much more savvy regarding business litigation?

Absolutely. That has been the case for a very long time. More than two-thirds of Fortune 500 companies are incorporated in Delaware, and so are more than half of the companies listed on the New York Stock Exchange. Name a big U.S. company and you will probably find it is a Delaware company. This can be traced back to the early 1900s when companies moved their corporate homes from New Jersey and other states to Delaware in reaction to legislative initiatives of then Governor Woodrow Wilson in New Jersey. Delaware has a flexible and modern general corporation law and a judiciary that has become specialized in this area over the years. The body of Delaware case law, the flexibility of our Delaware General Corporation Law, the expeditious service by our Division of Corporations, and the quality of the Delaware Bar and Judiciary continue to make Delaware the best choice for where to incorporate. In 2015, 86 percent of all new U.S. initial public offerings were incorporated in Delaware.

Delaware judges have led the way in making corporate law, so Delaware law is, in effect, the national corporate law of the United States. Delaware corporation law is what is taught in law schools as a result of this leadership. And when there is an international discussion of corporate governance in the world, Delaware is generally represented at that conference for the discussion to be complete.

You were chair-elect of the National Conference of State Trial Judges. What were your responsibilities and what did you set out to accomplish?

This was a role I did not have for very long because of my appointment to the Delaware Supreme Court. As chair-elect, I served on the executive committee and was in line to become the chair of the National Conference of State Trial Judges without further action by the conference. My service as chair-elect came to a sudden end when I was appointed as an appellate judge. Had I continued as chair, my intention was to continue the conference’s important role in recommending ABA standards relating to court organization and trial court administration. ABA standards are, and continue to be, a very important resource for trial and appellate judges everywhere.

For example, while I served with the National Conference of State Trial Judges, three ABA standards addressing best practices in establishing and operating drug treatment courts, electronic filing in the courts, and in addressing court automation within the courts were unanimously adopted by the ABA House of Delegates. That happened based upon the work of our Conference and ABA Judicial Division committees.

In 2015, the governor of Delaware awarded you the Order of the First State, the highest recognition that a Delaware governor can give for outstanding efforts, knowledge, integrity, prudence and ability in serving the State of Delaware. Where were you when you heard about this honor and how did you feel?

I was at the governor’s northern residence in Delaware. It’s a home and conference center called Buena Vista where state dinners are held. I was there for my retirement dinner with my family and all of the judges, justices and my office staff that I had served with who could be there. I felt deeply grateful and honored to receive the award. I was especially happy that my colleagues, staff and my family were there with me. I felt that anything I accomplished could only have been done with their help and support.

In 2015 you joined DLA Piper. What was unexpected in terms of transitioning to private practice?

I did expect certain changes, like keeping track of billable and non-billable hours again and assuming the role of a strategic advisor for trial and appellate litigation. But what I did not expect was how at home I would feel in making this transition and in working with lawyer advocates. The practical effect is I am still doing the legal research I enjoy on interesting aspects of the law. I’m still doing legal writing and editing. And I’m still talking with very talented lawyers about the law and merits of particular cases. So, the ease of transition was something that was a bit unexpected, but not entirely unexpected. I knew I would be made to feel welcome and I have, indeed, felt very welcome at DLA Piper.

What do you enjoy about private practice?

I enjoy the people I work with and the opportunity to be involved with lawyers from around the country and around the world. In particular, I enjoy assisting on matters that are novel legal issues before the Delaware courts. I also enjoy the pro bono opportunities that DLA Piper’s global platform has provided. DLA Piper is a pro bono leader in supporting access to justice and the rule of law around the world.

In August of 2016, I traveled to Nairobi, Kenya, along with other DLA Piper lawyers and staff. We taught judges from Kenya, Uganda, Tanzania, and Burundi about business courts and how to handle complex commercial litigation. In Delaware we’re accustomed to having judges from other countries visit, but it’s usually only for a day. They visit to see how the courts that are rated number one by the U.S. Chamber of Commerce operate. Our program in Nairobi was for five working days and much more in depth than a one day visit. I felt fortunate to teach and share my experiences, to learn from theirs, and to spend an extended period of time with judges from other nations. Judges around the world face many similar issues, from lack of resources to the complexity of litigation. Teaching judges from other nations is an experience I will always remember.

Since Nairobi, I participated in September of 2016 at a conference on good practices for the quality of justice sponsored by the Supreme Court of Montenegro. This was attended by members of the European Union Supreme Courts and EU candidate states supreme courts. In December of 2016, I participated in another conference in Bratislava, Slovakia. The Supreme Court of the Slovak Republic invited me to be a plenary speaker at an international conference where transparency in the courts and its limits was discussed over two days. The president of the Supreme Court of Slovak Republic, the president of the Court of Justice of the European Union and I briefed the media in Slovakia about the importance of that international conference. I give an American perspective at each conference I attend to help judges of other nations improve their court systems. All of this work has been part of the pro bono initiatives that DLA Piper has allowed me to do through its New Perimeter program.

You’ve given many lectures over the years. Is there one lecture or country where you lectured that stands out for you?

They all do, but an early impression is often the lasting one. I was invited in 2012 to speak to judges of the Russian commercial courts during an Asia-Pacific Conference in Vladivostok, Russia sponsored by the Supreme Commercial Arbitration Court of the Russian Federation. The conference was about best practices in corporate governance and I represented a perspective from the United States. I spent part of that visit with the commercial court trial judges in Vladivostok who asked me to speak about the subject of piercing the corporate veil, specifically about when the corporate formalities can be set aside by a court so that liabilities can be imposed directly on shareholders. They were struggling with these and other issues that were new to them because private corporations came into existence there in the 1990s after the end of the Soviet Union. So they were very interested in my help. I enjoyed exchanging views and learning about how hard they were working to make their court system better. That’s a common theme among judges I have met around the world. With economic development at stake, there are both pressures and incentives for court systems to improve, and that’s a good thing for the people who live there, and the businesses that invest there.

What is the value of the ABA to you?

Very significant. I’ve been a member of the ABA, either, as a lawyer or as a judge for decades. My involvement has been with the Judicial Division’s National Conference of State Trial Judges and the Appellate Judges Conference and also with the Business Law Section. It was an honor to represent the Appellate Judges Conference for six years in the ABA House of Delegates. Now, I am even more involved with the Business Law Section as a Business Law Advisor, which is another special honor and privilege for me.

I’ve attended countless hours of Continuing Legal Education programs offered by the ABA. These programs made me a better lawyer and a better judge. I was happy, and continue to be happy, to give back to the ABA and to its CLE programs, by sharing my experiences and by working with outstanding lawyers and judges within the ABA to improve the administration of justice.

Along the way, I have made friends from across the country and I look forward to seeing them at every meeting I attend. I frankly cannot imagine the practice of law or judging without the professional guidance that’s available from the American Bar Association.

What advice would you give to a young attorney who’s just starting out?

Join your local bar association and join the ABA. It is critical for you to find one or more mentors to help you as a young attorney. There are mentors available in the ABA, in your own community, in your own firm and in local chapters of the American Inns of Court. Mentors and ABA CLE programs, will provide you knowledge not only about the law but also an understanding of the ethical obligations that all of us must live by as lawyers and judges. You will be a better lawyer or judge by always continuing to learn. In the old days, everyone studied law under an experienced lawyer, much like an apprentice. As the size of the Bar has grown, that individual guidance can be more difficult to find. As a young lawyer, you must seek it out and one place to find that guidance is the ABA.

What do you do for fun?

I have a home at the beach in Delaware. I enjoy beach life and travel with my wife and my family. I do some surf fishing, not much catching, as well as play golf when I can.

Thank you so much!