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Drinks With The Deal: Wachtell's Ryan McLeod Discusses Delaware

Published: June 8th, 2023
Ryan McLeod talks about clerking for Bill Chandler, working as a litigator in Delaware and the most important corporate law issues facing the state's courts.

A clerkship on the Delaware Court of Chancery was a formative experience for Ryan McLeod. Now a litigation partner at Wachtell, Lipton, Rosen & Katz, McLeod said on this week’s Drinks With The Deal podcast that clerking for then-Chancellor William B. Chandler III in 2007 and 2008 was “the best job I’ll ever have. If I could have been a permanent clerk forever, I would have done it.”

Instead, McLeod did the next best thing, becoming a litigator with a practice focused on Delaware corporate law. As a clerk, McLeod said: “When you see cases tried, you see that they’re about storytelling. Each case is a narrative, and the side with the more compelling narrative is going to win.”

He applies that learning not only in litigation, but in advising Wachtell Lipton’s corporate lawyers and clients before deals are signed. “Transactional M&A litigation is a place where you get to make your own record,” McLeod said. “When you get to be part of a deal team beforehand, you help craft the record that you’ll have to litigate over” by counseling on how a deal process should be structured.

McLeod also discussed the current state of Delaware law, especially its definition of what constitutes a controlling stockholder and the state’s Caremark doctrine about boards’ duty of oversight, areas in which lawyers could use more guidance from the courts, he said.

Listen to the podcast with Ryan McLeod below:

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