Justice Randy J. Holland Memorial

Ilona, I am grateful for this opportunity to honor the man who inspired me to become a lawyer. Randy Holland gave me my first job as a practicing attorney, and he was my valued friend, colleague, and mentor for over 40 years. I am far from unique: all of Randy’s law clerks revered him, as did generations of Delaware lawyers. Others may dwell on his professional and public accomplishments. Ilona asked me to highlight Randy’s personal qualities that would be meaningful to his granddaughters, Rori and Chloe. That is a privilege. Several constant qualities defined Randy Holland. I would be fortunate if my own granddaughters might remember them about me.

In 1974, in a Sussex Courthouse, I watched him argue on behalf of my father in an election contest. Randy was mesmerizing, weaving together iconic cases with new authority to support the fundamental principle that in Delaware, there is no wrong without a remedy. Nine years later, he offered me my first legal job, with Morris Nichols Arsht & Tunnel, where Mike Rich and I worked alongside him. Mike and I have many wonderful memories of those years.

One of Randy’s constant qualities: he had his priorities right. Mike reminded me of one story. While Randy was taking the Bar Review course to prepare for the bar exam, he shocked all the other lawyers by leaving right in the middle. He had more important concerns: he was marrying his high school sweetheart, Ilona.
As I said, priorities. You fail the Bar Exam, it’s there next year. Next year, the love of your life might not say “I do.” Worse, she might say it to someone else.

Another constant quality: Randy encouraged everyone around him to excel. Soon after I joined Morris Nichols, Randy urged me to apply for the judiciary. I said I was too young, too inexperienced. Randy sat in my office, quietly encouraging me, assuring me that I was capable and urging me to commit to public service. That changed my life. And he did that again and again, urging me to accept new challenges, new opportunities. Years later, he asked if I was applying to become Chancellor. I said I didn’t think I had a chance. Randy paused, looked at me and said, “You know, Bill, if you don’t apply, it’s a sure thing that you won’t be considered and you won’t have a chance.” He was so right about that.

Again, the constant: try, even if you think maybe it won’t work out. Randy taught me, like so many others, that success can surprise you.

A third constant: Randy always wanted to help. There was the time, at Morris Nichols, when Mike’s wife Linda asked Randy to keep Mike late at the office so she could prepare a surprise birthday party. Randy, happy to assist, persuaded Mike to stay late to help on a client matter. A few hours later, Linda called Randy to ask, “Where’s Mike?” Randy had done his job too well: now he couldn’t get Mike to leave. It ended happily, though. Randy finally eased Mike out the door to the surprise party waiting for him.

The same was true when he returned to private practice in 2017. Every day he came into my office to ask: how was my family doing? what was I working on? how could he help?

Time and again he encouraged me when I thought a cause or position was hopeless. So many times, I asked Randy to critique a court argument or conference remarks. He always said yes, was always there to listen, always stayed positive, always encouraging. No matter how much I thought we were lost, he always kept faith, never gave up.

History books will remember Randy for his scholarship and legal opinions. His friends will remember the example he set.

Another constant: Randy never took shortcuts, not with clients, not as a Justice, not with friends. He took the principled approach, with faith that right prevails. He treated everyone with the same courtesy, respect, kindness, and generosity of spirit. These qualities informed both his private character and his public demeanor, especially as a Justice. They made him remarkable and beloved.

The final constant I’ll mention, though there are many others, was Randy’s motto. He believed “your life is your message.” He lived that message, bringing out the best in each of us, as a model for individual betterment, for being the best you can be. Randy’s message was love of his family, warmth and kindness toward others, and service to humanity. He lived his message quietly, considerately, and gracefully, principled in thought and deed, as Randy was kind, compassionate, and generous.

“Show, don’t tell” is a writing cliché, but also Randy’s guide to a good life. He showed us every bit of the message I’m telling you now.

Over the past four decades, I often hoped for an occasion to thank him, publicly, so others could know the qualities and characteristics that made him so important to us. I wish this were not that occasion. But, despite the tremendous loss and the sorrow that shrouds our hearts today, I can hear him telling me, in his quiet and reassuring way: you did well, Bill, don’t worry, it will be alright in the end.

That is Randy Holland’s enduring legacy: his teachings, his guidance, his compassion. I want to share with Rori and Chloe the constants of their grandfather’s character that he shared so readily with me, with us all, and that are theirs as well. It’s a challenge to live up to that example, but also a source of strength. I can think of no better way to thank him than to go forward and share the memory and the example of Randy Holland, who I am honored to call a mentor and friend.

Former Chancellor William B. Chandler III is a partner at Wilson Sonsini Goodrich & Rosati.

Mr. Chandler joined the firm from the Delaware Court of Chancery, the nation’s leading court for corporate law cases, particularly those relating to change of control and other corporate law issues. He was appointed Chancellor in 1997, after serving as Vice Chancellor since 1989. Widely regarded as one of the country’s most influential judges on issues of corporate law and governance, he issued more than a thousand opinions and presided over some of the most contentious and high-profile corporate law disputes in the country, including those involving The Walt Disney Company, Yahoo, Microsoft, Hewlett-Packard, eBay, Citigroup, Dow Chemical, and, most recently, the Air Products/Airgas dispute. Many of his rulings have become required reading for M&A and business law practitioners, and he has written and lectured widely on numerous critical corporate law issues.

Prior to his appointment to the Court of Chancery, Mr. Chandler served as resident judge of the Delaware Superior Court from 1985 to 1989. He previously was an associate with Morris, Nichols, Arsht & Tunnell and served as legal counsel to Pete duPont, the former governor of Delaware.

Earlier in his career, Mr. Chandler taught commercial law, legislative process, and remedies at the University of Alabama School of Law. He currently teaches a law course in Advanced Corporations at the University of Chicago.

Mr. Chandler is a member of the American Law Institute and a trustee of the Yale Center for Corporate Governance, and the Weinberg Center for Corporate Governance.