In 2009, Governor
Jack Markell nominated Laster to the Delaware Court of Chancery. He was confirmed by the
Delaware Senate on September 22 and sworn in on October 9 for a 12-year term as Vice Chancellor. He took over the seat formerly held by
Stephen P. Lamb. He was nominated for a second term by Governor
John Carney, and the Delaware Senate confirmed his reappointment on October 13, 2021.
Notable cases In
Akorn Inc. v. Fresenius Kabi AG, a 2018
mergers and acquisitions case, Laster's ruling was the first time that the court ever allowed a buyer to terminate a merger agreement based on a "
material adverse effect" contract provision. Laster found that
Akorn's business "fell off a cliff" after signing the agreement, and in a "durationally significant" way. He distinguished the case from other cases involving buyers who had "second thoughts after cyclical trends or industrywide effects negatively impacted their own businesses". He concluded that
Fresenius was not required to close the deal and had validly terminated it. The
Delaware Supreme Court affirmed. In
In re Delaware Public Schools Litigation, a 2020 lawsuit about
property taxes and school funding, Laster ruled that all three
Delaware counties' use of decades-old property values violated state law and the
state constitution. The property tax system violated the state law requirement that property be assessed at "its true value in money", meaning
fair market value, and the state constitution's requirement of uniform taxation. The litigation resulted in settlements, agreeing to property reassessments as well as school funding for certain disadvantaged students. In a
derivative suit, a stockholder plaintiff who meets the requirements of Rule 23.1 causes the corporation to bring a lawsuit against someone who has harmed the corporation, usually a corporate insider. Derivative suits thus "play an important role in policing corporate insider conduct and compliance by directors and controlling stockholders with their fiduciary duties." In
Zuckerberg, Vice Chancellor Laster proposed a new test for derivative actions that "blended" two overlapping standards "into a modern three-part test that accounts for recent developments in Delaware corporation law." In 2021, the Delaware Supreme Court unanimously approved the use of Laster's proposed test as the "universal test" for demand futility. The buyer, MAPS Hotels and Resorts One LLC, an affiliate of
Mirae Asset Financial Group, contended that the seller, AB Stable VIII LLC, an affiliate of
Anbang Insurance Group, violated a covenant to operate its hotel business in the
ordinary course of business in the time between the signing of the merger agreement and the closing of the transaction. Laster held that by making "extensive changes to its business because of COVID-19, such as employee layoffs, furloughs and closing amenities," Anbang violated the ordinary course covenant, entitling Mirae to walk away from the $5.8 billion transaction. "Put bluntly, (Anbang and Gibson Dunn) committed fraud about fraud," Laster wrote. ==Publications and Speaking Engagements==